Common use of Title to the Property Clause in Contracts

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title to the Property free and clear of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptions.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer As a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title condition to the Property free and clear Closing Chicago Title Insurance Company (the “Title Company”) shall have committed to insure Purchaser as the fee owner of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after in the Effective Date without amount of the prior written consent Purchase Price by issuance of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt of Seller’s an ALTA owner’s title insurance policy (the “Examination PeriodOwner’s Policy”) and in the standard form issued by the Title Company in the State of California, subject only to the Permitted Exceptions (as hereinafter defined). (b) Seller shall order, at Purchaser’s sole cost and expense, within five (5) days following the date hereof, a commitment for an owner’s fee title insurance policy or policies with respect to the Property (the “Title Commitment”) from the Title Company, and shall cause the Title Commitment, together with those copies of all instruments giving rise to any defects or exceptions to title to the Property that Purchaser receives from the Title Company, and the Survey to be delivered to Purchaser and Purchaser’s attorneys concurrently with the delivery thereof to Seller or Seller’s attorneys. Purchaser shall have the right to order an update to Seller’s existing survey or a new survey of the Property (the “Updated Survey”). If any exceptions(s) to title to the Property should appear in the Title Commitment or the Updated Survey other than the Permitted Exceptions (such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), Buyer subject to which Purchaser is unwilling to accept title, and Purchaser shall provide Seller with written notice (the “Title Objection Notice”) thereof within ten (10) days after receipt of both the Title Commitment and the Updated Survey, by Purchaser’s attorneys, Seller, in its sole and absolute discretion, may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. Purchaser hereby waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller within such ten (10) day period unless (i) such Unpermitted Exception was first raised by the Title Company subsequent to the date of the Title Commitment, and (ii) Purchaser shall notify Seller of the same within five (5) Business Days after the Title Company shall notify Purchaser of such Unpermitted Exception (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to adjourn the Closing for a period not to exceed sixty (60) days (such period of time being herein called the “Extension Period”) should Seller elect to cure any such title objection, provided that Seller shall notify Purchaser, in writing, within ten (10) days after receipt by Seller of the Title Objection Notice, whether or not it will endeavor to eliminate such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, notwithstanding that Seller may have attempted to do so, or may have adjourned the Scheduled Closing Date for such purpose; provided, however, Seller shall cause the removal (by bonding or otherwise) of any monetary liens encumbering the Property (other than the Existing Financing) in an amount not to exceed Ten Thousand and 00/100 Dollars ($10,000.00) in the aggregate provided the removal of such monetary lien shall not be the responsibility of any tenant at the Property; provided further, however, that in the event Seller elects not to remove all monetary liens (other than the Existing Financing), then Purchaser shall have the right to terminate this Agreement by delivery of written notice to Seller within five (5) Business Days following receipt of notice from Seller of its election not to remove such monetary lien (in which event Escrowee shall, at Buyers expenseprovided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, cause return the Deposit to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a title examination to be made termination of the Property. this Agreement). (c) In the event that Seller is unable, or elects not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1, or to arrange for title insurance, without special premium to Purchaser, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property (which title examination insurance must be satisfactory to Purchaser in its reasonable discretion), and to convey title to the Property in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), Seller shall show notify Purchaser that title it elects not to remove the same, in which event Purchaser shall have the right, as its sole remedy for such election of Seller, by delivery of written notice to Seller within five (5) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, to either (i) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall, provided that Purchaser is not fee simple marketable otherwise in default of its obligations pursuant to this Agreement, return the Deposit to Purchaser and insurableno party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement), or (ii) accept title to the Property subject only to Permitted Exceptionssuch Unpermitted Exception(s) without a reduction in, then Buyer abatement of, or credit against, the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall notify be conclusively deemed to be an election under clause (ii) above. (d) If, on the Closing Date, there are any liens or encumbrances that Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and is obligated to discharge under this Agreement, Seller shall have thirty (30) days until the Closing Date right to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction use a portion of the Building; upon Substantial Completion Purchase Price to pay and discharge the same, either by way of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects payment or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title by alternative manner reasonably satisfactory to the Property must be insurable at regular ratesTitle Company, subject only to standard exceptions and the Permitted same shall not be deemed to be Unpermitted Exceptions.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, convey good and insurable title to the Property free Land and clear the Improvements to Buyer in the form of the Deed, which shall expressly be made subject to the Permitted Title Exceptions. Buyer shall obtain a current Urban ALTA/ACSM spotted survey (the “Survey”) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an owner’s title insurance commitment on the current ALTA Extended Coverage form, in the amount of the Purchase Price and naming Buyer as the proposed insured (the “Title Commitment”), together with copies of all liensdocuments shown in the Title Commitment as exceptions to the title to the Property. Buyer shall have ten (10) calendar days after receipt of the Survey, encumbrancesTitle Commitment and copies of all exceptions to give written notice to Seller of any objections which Buyer may have to the title to the Property. If Buyer fails to give any notice to Seller by such date, and Buyer shall be deemed to have waived such right to object to any title exceptions or defects except with respect to title exceptions or defects of which Buyer receives notice following its required time to notify Seller. If Buyer does give Seller timely notice of objection to any other title other than: (a) zoning ordinances affecting the propertyexceptions or defects, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall then have the right, but not the obligation, for a period of five (5) calendar days after such notice, to reasonably cure or satisfy such objection. The procurement by Seller, at its sole expense, of an endorsement to the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure by Seller of such exception or defect. Notwithstanding the foregoing, Seller shall in all events be required to satisfycure, at or prior to closingbefore the Closing, any encumbrances monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that may be satisfied cured by the payment of a fixed sum of money. If such objection is not so timely and reasonably cured, then Buyer shall, within five (5) calendar days thereafter, elect, by written notice given to Seller on or before such as deeds of trustfifth (5th) day, mortgages either to (a) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or statutory liens. Seller shall not enter into obligations hereunder, except for those which expressly survive any such termination, or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the option contained in subparagraph (30b) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyerabove. If Seller does not so reasonably cure the defects or objections within (30) thirty days of notice thereofsatisfy such objection, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may terminate have made and, thereby, to preserve this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions Agreement in full force and the Permitted Exceptionseffect.

Title to the Property. (a) At the Closing, Seller Owner shall deliver, or cause deliver to be delivered, to Buyer Highwoods a special limited warranty deed in form and content reasonably satisfactory to Buyer’s Highwoods' counsel with documentary or other required stamps transfer tax paid by Highwoods (subject however to be affixed thereto at Seller’s expense, a reduction in the amount of Consideration in the amount of such transfer tax) conveying to Buyer Highwoods a fee simple, marketable, and insurable title to the Fee Parcels and an Assignment of Ground Leases (in the form of Exhibit N-1) said title to the Fee Parcels and Leasehold Interest to be insurable at regular rates by a title insurance company of Highwoods' choice (the "Title Company"), subject only to those matters which shall be specifically enumerated in Exhibit H or otherwise constitute Permitted Exceptions hereunder ("Permitted Exceptions"). Within fourteen (14) days of the date hereof, Highwoods shall obtain a current title insurance commitment for the Land issued by the Title Company showing the condition of title of the Land (the "Title Report"). If Highwoods disapproves of any matter of title contained in the Title Report, Highwoods shall provide written notice of Highwoods' disapproval of the same to Owner (those disapproved title matters as so identified by Highwoods are hereafter called the "Disapproved Exceptions") within twenty-one (21) days from the date hereof, but in all events, prior to Closing. For the term of this Agreement, Owner may, but is not obligated, to remove any Disapproved Exception, provided the cost thereof does not exceed One Million and no/100 Dollars ($1,000,000.00). However, in the event that Highwoods proceeds to and consummates a Closing subject to a Disapproved Exception, such Disapproved Exception shall then be deemed to be a Permitted Exception. Owner shall have no obligation to make a payment to cause the removal of a Disapproved Exception. Any reasonable expenses incurred in obtaining such title insurance commitment (including, without limitation, those incurred by an attorney in conducting the necessary title search) shall be borne by Highwoods. The title insurance premium shall also be borne by Highwoods. Any matter affecting title to the Property which exists as of the date of the Title Report which is not a Permitted Exception and which is not a Disapproved Exception shall be an additional Permitted Exception. The Land, its appurtenances and the Improvements shall be conveyed or assigned (as applicable) by Owner to Highwoods free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions and defects of title other than: restrictive covenants, except the Permitted Exceptions and the following additional Permitted Exceptions: (a) zoning ordinances affecting Rights-of-way of streets, so long as they do not interfere with the property, and (b) matters use of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.for office and related commercial purposes; (b) Within thirty Public utility easements and rights-of-way in customary form, so long as they do not interfere with the use of the Property for office and related commercial purposes; (30c) days after receipt Rights and claims of Seller’s tenants under recorded and unrecorded leases, so long as (i) all of same have been fully disclosed by Owner to Highwoods on Exhibit D or Exhibit I attached hereto; (ii) all of the same contain no tenant cancellation rights, right of rent abatement, or right of option or first refusal for the purchase of the Property except as set forth in the leases provided to Highwoods; (iii) there shall have been no modifications or amendments to the same from the date hereof, except as provided in Section 9.04; (d) Zoning and building laws or ordinances, provided they do not prohibit the use of the Property for office and related commercial purposes, and so long as the Property is in compliance with same; (e) Ad valorem taxes for any year in which they are not yet due and payable; and (f) The security title, security interest and lien of the deeds to secure debt and other collateral documents securing the Promissory Notes (the "Loan Documents"). If, in the opinion of Highwoods' counsel, Highwoods is not able to obtain an owner’s 's title insurance policy (“Examination Period”)commitment from the Title Company complying with the requirements of this Subsection 6.01, Buyer shallwith such endorsements and coverages as Highwoods requires, Highwoods shall have the option of taking title "as is" and consummating the Closing, or terminating this Agreement at Buyers expense, cause a title examination any time prior to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such Inspection Period. Notwithstanding any other provision contained herein to the contrary, if the title defects defect(s), which may include, without limitation, a Disapproved Exception, is a mortgage, lien, judgment, assessment, unpaid taxes or tax which can be cured by a monetary payment (except for the Loan Documents) (and exceptions with respect to which affirmative title insurance coverage is not available at the Title Company's standard rates) Highwoods has, and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Propertyhave, the Property will be transferred absolute right of making such payment not to Seller exceed One Hundred Thousand and then no/100 Dollars ($100,000.00) and reducing by a like amount the Consideration due to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable Owner at regular rates, subject only to standard exceptions and the Permitted ExceptionsClosing.

Title to the Property. A. Claimholder hereby represents and warrants to Company as follows: (ai) At Upon relocation of the ClosingClaims, Seller Claimholder shall deliver, own or cause be able to be delivered, convey a full and undivided interest in and to Buyer a special warranty deed each of the unpatented mining claims included in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title to the Property as of the date hereof. (ii) To the best of the knowledge, information and belief of Claimholder, all such claims were or shall be validly located and maintained in accordance with all applicable laws and regulations; (iii) All such claims shall be free and clear of all liens, encumbrancesclaims, and defects encumbrances whatsoever, subject only to the paramount interest of title other than: the United States of America and / or the State of Arizona; all taxes, if any, which may be or which may become a lien upon the Property, as of the date hereof, have been paid; (aiv) zoning ordinances affecting The Property is not in any manner encumbered as a result of any conduct or activity of Claimholder; (v) Having secured the propertyapproval of its sole member to the terms and conditions of this Agreement, Claimholder has full and complete authority to execute this Agreement and to grant the rights herein conferred on Company; and (bvi) matters Claimholder has no knowledge that any of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller the mining claims comprising the Property shall be required to satisfyinvalid, at or prior to closingthat, except for any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects patented ground lying within the Property after the Effective Date without the prior written consent Area or unpatented claims of Buyerrecord, which consent shall there are other senior mining claims in conflict with any of such claims. The foregoing notwithstanding, it is acknowledged and agreed that it is not be unreasonably withheld, conditioned or delayed. possible to determine whether there are conflicting unpatented claims for a period of 90 (b) Within thirty (30Ninety) days after receipt from the date of Seller’s owner’s title insurance policy claim location (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination or relocation) as any conflicting claimants have 90 (Ninety) days in which to be made of file their claim notices with the PropertyBLM. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing senior conflicting unpatented claims are filed within thirty 90 (30Ninety) days after the expiration of the Examination Period of all claim location, Claimholder shall use its reasonable efforts to (1) acquire such title defects claims and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, incorporate them in the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections under this agreement, (2) replace such claims with additional claims of similar acreage within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only Area or (3) replace the entire Property with another Property reasonably acceptable to standard exceptions and the Permitted ExceptionsCompany.

Title to the Property. Seller, at Seller's expense, shall deliver the Title Commitment to Buyer within ten (a10) At days of the Closing, Contract Date. Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form convey merchantable and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer marketable fee simple, marketable, and insurable simple title to the Property free Land and clear the Improvements to Buyer in the form of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of BuyerDeed in recordable form, which consent shall not expressly be unreasonably withheld, conditioned or delayed. made subject to the Permitted Title Exceptions. Buyer shall have until fifteen (b) Within thirty (3015) days after receipt of the Title Commitment (together with legible copies of all documents noted as exceptions therein) and the Survey by which to examine title to the Property and to give written notice to Seller of any objections which Buyer may have. If Buyer fails to give any notice to Seller by such date, Buyer shall be deemed to have waived such right to object to any title exceptions or defects. If Buyer does give Seller timely notice of objection to any other title exceptions or defects, Seller shall use commercially reasonable efforts to cure or satisfy such objection by the Closing. If such objection is not so timely and reasonably cured or satisfied or undertaken to be reasonably cured or satisfied by Seller’s owner’s title insurance policy (“Examination Period”), then Buyer shall, within ten (10) days thereafter, elect, by written notice to be received by Seller on or before such tenth (10th) day, either to (a) terminate this Agreement, in which case the Earn▇▇▇ ▇▇▇ey shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceeds with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the option contained in subparagraph (a) above. If Seller does so reasonably cure or satisfy, or undertake to reasonably cure or satisfy, such objection to the satisfaction of Buyer, as determined in its sole discretion, then this Agreement shall continue in full force and effect. Buyer shall have the right at Buyers expenseany time to waive any objections that it may have made and, cause thereby, to preserve this Agreement in full force and effect. Seller agrees not to further voluntarily alter or encumber in any way Seller's title to the Property after the Contract Date (except to the extent provided in Section 9 below) without Buyer's written consent. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to remove as a title examination to be made exception (i) all mortgages, security deeds or other security instruments encumbering the Property, and (ii) all past due ad valorem taxes and assessments, owners association, roadway or other easement fees, dues or assessments of any kind, whether or not of record, which constitute, or may constitute, a lien against the Property. In the event that such title examination shall show that title is not fee simple marketable and insurableaddition, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall be obligated to remove, bond over or insure over any judgments against the Seller (which do not result from acts or omissions on the part of Buyer) which have thirty (30) days until the Closing Date attached to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of become a lien against the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptions.

Title to the Property. SELLER shall convey the Property, including all easements and restrictions of record with the exception of the encroachment(s), if any, to PURCHASER at Closing by delivery of the Deed. PURCHASER shall, during the Inspection Period, secure a title insurance commitment issued by an agent (on behalf of a title insurance underwriter) selected by and acceptable to PURCHASER which commits to insure PURCHASER's title to the Property. The costs and expenses relative to the issuance of a title commitment and an owner's title policy shall be borne by the SELLER. PURCHASER shall have ten (10) days from the date of receiving the title commitment and a current survey (as set forth in Section 11.2) to examine said commitment and survey. If PURCHASER objects to any exception to title as shown in the title commitment and current survey, PURCHASER shall, within ten (10) days of receipt of said commitment, notify SELLER in writing specifying the specific exception(s) to which it objects. Any objection(s) of which PURCHASER has so notified SELLER, shall be cured by SELLER so as to enable the removal of said objection(s) from the title commitment within ninety (90) days after PURCHASER has provided notice to SELLER. Within twenty (20) days after the expiration of SELLER'S time to cure any objection, SELLER shall send to PURCHASER a notice in writing (the "Cure Notice") stating either (i) that the objection has been cured and, in such case, enclosing evidence of such cure, or (ii) that SELLER is unable to cure such objection despite the good faith efforts of the SELLER to effectuate the cure. If SELLER is unable to cure all objections within the time period set forth in the preceding sentence despite the good faith efforts of the SELLER, then PURCHASER may (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title terminate this Agreement by written notice to the Property free and clear of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within SELLER within thirty (30) days after receipt of Seller’s owner’s a Cure Notice specifying an uncured objection, in which event all instruments and monies held by the Escrow Agent, together with interest thereon, shall be immediately returned to PURCHASER; or (b) subject to the provisions set forth below, proceed to close the transaction contemplated herein despite the uncured objection. At least five (5) days prior to Closing, PURCHASER shall obtain an update to the title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a commitment showing all new items which affect title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty Should any additional matters (30including any survey matters) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title attach to the Property must subsequent to the effective date of the title commitment (a "New Encumbrance"), PURCHASER shall have five (5) days from receipt of the updated title commitment together with a copy of said document to object to same, in which event, such New Encumbrance shall be insurable at regular ratesdeemed a title objection and be subject to the same terms and conditions set forth above in this Section 11.1. Notwithstanding anything to the contrary in this Agreement, subject only SELLER shall be obligated to standard exceptions cure any title objections raised by PURCHASER which may be cured solely by the payment of money up to the purchase price set forth in Section 2 hereof such as mortgage liens, judgment liens and construction liens (provided SELLER shall not be obligated to cure any title objections arising through the Permitted Exceptionsacts or failure to act of PURCHASER).

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form convey merchantible and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer --------- -------------------- marketable fee simple, marketable, and insurable simple title to the Property free Land and clear the Improvements to Buyer in the form of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of BuyerDeed, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to expressly be made of subject to the PropertyPermitted Title Exceptions. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within have until thirty (30) days after the expiration of the Examination Period of all such Contract Date by which to examine title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, obtain any title commitments from the Property will be transferred Title Insurer, and to give written notice to Seller of any objections which Buyer may have. If Buyer falls to give any notice to Seller by such date, Buyer shall be deemed to have waived such right to object to any title exceptions or defects. If Buyer does give Seller timely notice of objection to any other title exceptions or defects, Seller shall use commercially reasonable efforts to cure or satisfy such objection by the Closing. If such objection is not so timely and reasonably cured or satisfied or undertaken to be reasonably cured or satisfied by Seller, then Buyer shall, within five (5) days thereafter, elect by written notice to Buyerbe received by Seller on or before such fifth (5th) day, either to (a) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the option contained in subparagraph (a) above. If Seller does not so reasonably cure or satisfy, or undertake to reasonably cure or satisfy, such objection to the defects or objections within (30) thirty days satisfaction of notice thereofBuyer, as determined in its sole discretion, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may terminate have made and, thereby, to preserve this ContractAgreement in full force and effect. Title Seller agrees nor to further voluntarily alter or encumber in any way Seller's title to the Property must after the Contract Date (except to the extent provided in Section 9 below) without Buyer's written consent. Notwithstanding anything to the contrary contained herein, Seller shall be insurable at regular ratesobligated to remove as a title exception (i) all mortgages, subject only security deeds or other security instruments encumbering the Property, and (ii) all past due ad valorem taxes and assessments, owners association, roadway or other easement fees, dues or assessments of any kind, whether or not of record, which constitute, or may constitute, a lien against the Property. In addition, Seller shall be obligated to standard exceptions remove (or bond over) any judgments against the Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Permitted ExceptionsProperty.

Title to the Property. (a) At As a condition to the Closing, Seller CHICAGO TITLE COMPANY (the "Title Company"), either itself or through United Title Company, shall deliverhave committed to insure Purchaser as the fee owner of the Property in the amount of the Purchase Price by issuance of an ALTA owner's title insurance policy (the "Owner's Policy") in the standard form issued by the Title Company in the State of California, or cause to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title subject only to the Property free and clear of all liens, encumbrances, and defects of title other than: Permitted Exceptions (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”as hereinafter defined); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within Purchaser acknowledges that it has received a commitment for an owner's fee title insurance policy or policies with respect to the Property (the "Title Commitment") from the Title Company together with true, legible and complete copies of all instruments giving rise to any defects or exceptions to title to the Property. If any exceptions(s) to title to the Property should appear in the Title Commitment other than the Permitted Exceptions (such exception(s) being herein called, collectively, the "Unpermitted Exceptions"), subject to which Purchaser is unwilling to accept title, and Purchaser shall provide Seller with written notice (the "Title Objection Notice") thereof within ten (10) days after the Contract Date, Seller may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. In the event a Title Objection Notice is given by Purchaser, Seller, in its sole discretion, shall have the right to adjourn the Closing for a period not to exceed thirty (30) days (such period of time being herein called the "Extension Period"), provided that Seller shall notify Purchaser, in writing, within ten (10) days after receipt by Seller of Seller’s owner’s the Title Objection Notice, whether or not it will endeavor to eliminate such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance policy (“Examination Period”)insuring against enforcement of such Unpermitted Exception against, Buyer shall, at Buyers expense, cause a title examination to be made or collection of the same out of, the Property. , notwithstanding that Seller may have attempted to do so, or may have obtained an adjournment of the Scheduled Closing Date for such purpose; provided, however, Seller shall satisfy any mortgage, deed of trust or other monetary lien placed on the Property by Seller. (c) In the event that Seller is unable, or elects not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1, or to arrange for title insurance, without special premium to Purchaser, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property, and to convey title examination to the Property in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), Seller shall show notify Purchaser that title is it elects not fee simple marketable and insurableto remove the same, subject only in which event Purchaser shall have the right, as its sole remedy for such election of Seller, by delivery of written notice to Permitted Seller within three (3) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, then Buyer to either (i) terminate this Agreement by written notice delivered to Seller (in which event Escrow Holder shall notify return the Initial Deposit and the Additional Deposit, to the extent deposited with Escrow Holder, to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement), or (ii) accept title to the Property subject to such Unpermitted Exception(s) without an abatement in or credit against the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall be conclusively deemed to be an election under clause (ii) above. (d) If, on the Closing Date, there are any liens or encumbrances that Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and is obligated to discharge under this Agreement, Seller shall have thirty the right (30but not the obligation) days until the Closing Date to cure said noticed defects. The parties acknowledge either (i) arrange, at Seller's cost and agree that the Land is currently owned by Data Residentialexpense, LLC and will be transferred to ATC East prior to commencement for affirmative title insurance or special endorsements insuring against enforcement of construction such liens or encumbrances against, or collection of the Building; upon Substantial Completion of same out of, the Property, or (ii) use any portion of the Property will be transferred Purchase Price to Seller pay and then to Buyer. If Seller does not cure discharge the defects same, either by way of payment or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title by alternative manner reasonably satisfactory to the Property must be insurable at regular ratesTitle Company, subject only to standard exceptions and the Permitted same shall not be deemed to be Unpermitted Exceptions.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, deliver to Buyer a special warranty quitclaim deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer a good, indefeasible, fee simple, marketable, marketable and insurable title to the Property and its appurtenances; said title to be insurable both as to fee and marketability at regular rates by a title insurance company of Buyer’s choice (“Title Company”), without exception except as to those matters specifically enumerated in this Paragraph. The Property and its appurtenances shall be conveyed by Seller to Buyer free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions and defects restrictive covenants except the following: i. rights-of-way of title other than: (a) streets, so long as they do not interfere with the development and use of the Property; ii. general utility easements and rights-of-way in customary form, so long as they do not interfere with the development and use of the Property; iii. zoning ordinances affecting and building laws or ordinances, provided they do not prohibit the propertydevelopment and use of the Property and so long as the Property is in compliance with same; iv. ad valorem taxes for the year in which Closing occurs; and v. matters revealed by the Survey, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); as defined herein, provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by they do not interfere with the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made development and use of the Property. In If, in the event that such opinion of ▇▇▇▇▇’s counsel, ▇▇▇▇▇▇’s title examination shall show that title is not fee simple marketable and insurable, subject only fails to Permitted Exceptionsmeet the requirements of this Paragraph, then Buyer any such deficiency shall notify Seller be specified in writing within thirty to Seller no later than five (305) days after prior to the expiration end of the Examination Period of all such title defects and exceptions Inspection Period, and Seller shall have thirty the option for a period of ten (3010) days until thereafter to cure such deficiency to the satisfaction of Buyer’s counsel at Seller’s sole cost and expense. If Seller fails or refuses to cure such defect(s) within such time period, Buyer shall have the option of: (i) taking title “as is” and consummating the Closing Date to cure said noticed defects. The parties acknowledge or (ii) terminating this Agreement and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction receiving an immediate refund of the Building; upon Substantial Completion full amount of the Property, the Property will be transferred to Seller and then to BuyerDeposit. If Seller does not provide written notice of its intention to cure or refuse to cure the defects defect(s) specified in the notice, Seller shall be deemed to have refused to cure such defect(s). The foregoing notwithstanding, Seller shall be responsible for satisfying any mortgages, judgments or objections within (30) thirty days mechanics liens, of notice thereofany nature, then Buyer may terminate this Contract. Title to affecting the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted ExceptionsClosing.

Title to the Property. (a) At As a condition to the Closing, Seller Chicago Title Insurance Company (the “Title Company”) shall deliver, or cause have committed to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer insure Purchaser as the fee simple, marketable, and insurable title to owner of the Property free and clear in the amount of all liens, encumbrances, and defects the Purchase Price by issuance of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt of Seller’s an ALTA owner’s title insurance policy (the “Examination Owner’s Policy”) and in the standard form issued by the Title Company in the State of Illinois, subject only to the Permitted Exceptions (as hereinafter defined). (b) Seller shall cause to be delivered to Purchaser a commitment for an owner’s fee title insurance policy or policies with respect to the Property (the “Title Commitment”) from the Title Company within five (5) Business Days following the date hereof. If any exceptions(s) to title to the Property should appear in the Title Commitment other than the Permitted Exceptions (such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), subject to which Purchaser is unwilling to accept title, and Purchaser shall provide Seller with written notice (the “Title Objection Notice”) thereof within fifteen (15) days after the date hereof, Seller, in its sole and absolute discretion, may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. Purchaser hereby waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller within such fifteen (15) day period pursuant to the Title Objection Notice unless (i) such Unpermitted Exception was first raised by the Title Company subsequent to the date of the Title Commitment, and (ii) Purchaser shall notify Seller of the same within five (5) days after the Title Company shall notify Purchaser of such Unpermitted Exception (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to adjourn the Closing for a period not to exceed forty-five (45) days (such period of time being herein called the “Extension Period”), Buyer shallprovided that Seller shall notify Purchaser, at Buyers expensein writing, cause a title examination to be made within fifteen (15) days after receipt by Seller of the Title Objection Notice, whether or not it will endeavor to eliminate such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property. , notwithstanding that Seller may have attempted to do so, or may have obtained an adjournment of the Scheduled Closing Date for such purpose; provided, however, notwithstanding the foregoing, Seller shall (x) satisfy any mortgage or deed of trust placed on the Property by Seller, and (y) use commercially reasonable efforts to cause the removal (by bonding or otherwise) of other monetary liens encumbering the Property in an amount not to exceed $150,000 in the aggregate. (c) In the event that Seller is unable, or elects not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1, or to arrange for title insurance, without special premium to Purchaser, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property, and to convey title examination to the Property in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), Seller shall show notify Purchaser that title is it elects not fee simple marketable and insurableto remove the same, subject only in which event Purchaser shall have the right, as its sole remedy for such election of Seller, by delivery of written notice to Permitted Seller within three (3) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, then Buyer to either (i) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall notify return the Deposit to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement), or (ii) accept title to the Property subject to such Unpermitted Exception(s) without an abatement in or credit against the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall be conclusively deemed to be an election under clause (ii) above. (d) If, on the Closing Date, there are any liens or encumbrances that Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and is obligated to discharge under this Agreement, Seller shall have thirty the right (30but not the obligation) days until the Closing Date to cure said noticed defects. The parties acknowledge either (i) arrange, at Seller’s cost and agree that the Land is currently owned by Data Residentialexpense, LLC and will be transferred for affirmative title insurance or special endorsements reasonably acceptable to ATC East prior to commencement Purchaser insuring against enforcement of construction such liens or encumbrances against, or collection of the Building; upon Substantial Completion of same out of, the Property, or (ii) use any portion of the Property will be transferred Purchase Price to Seller pay and then to Buyer. If Seller does not cure discharge the defects same, either by way of payment or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title by alternative manner reasonably satisfactory to the Property must be insurable at regular ratesTitle Company, subject only to standard exceptions and the Permitted same shall not be deemed to be Unpermitted Exceptions.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause convey good and indefeasible fee simple title to be delivered, the Land and the Improvements to Buyer in the form of the applicable Deed, subject only to the Permitted Title Exceptions. Buyer shall order a special warranty deed in form current owner’s title insurance commitment or commitments with respect to the Land and content reasonably satisfactory to Buyer’s counsel Improvements from the Title Insurer, together with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketablelegible copies of all of the underlying exception documents shown on Schedule B-2 thereof (the “Title Commitment”), and insurable provide the Title Commitment to Seller. Buyer shall have until the Inspection Date by which to examine title to the Property free as disclosed by the Title Commitment and clear Survey and to give written notice to Seller of all liensany objections which Buyer may have. If Buyer fails to give any notice to Seller by such date, encumbrancesBuyer shall be deemed to have approved any title exceptions or defects disclosed in the Title Commitment and Survey. If Buyer does give Seller timely notice of objection to title exceptions or defects disclosed in the Title Commitment and Survey, and defects Seller shall then have the right, but not the obligation, for a period of title other than: five (5) business days after such notice, to cure or satisfy, or undertake to cure or satisfy by the Closing, such objection. If Seller does not cure or satisfy or undertake by written notice to Buyer to cure or satisfy such objections within the five (5) business day period, then Buyer may elect, by written notice to Seller on or before the sixth (6th) business day following such notice, either to (a) zoning ordinances affecting terminate this Agreement, in which case the property▇▇▇▇▇▇▇ Money, less the Independent Consideration to be delivered to Seller, shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) matters waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of record that are not objected this Agreement. If Buyer fails to give Seller notice of its election by Buyer (“Permitted Exceptions”); provided that Seller such time, it shall be required deemed to satisfyhave elected the option contained in subparagraph (b) above. If Seller does so cure or satisfy or give notice of its undertaking to cure or satisfy such objection within the time allowed, then this Agreement shall continue in full force and effect, subject to Seller so curing such objections, which shall be a condition to Buyer’s obligation to close. Buyer shall have the right at or prior any time to closingwaive any objections that it may have made and, any encumbrances that may be satisfied by the payment of a fixed sum of moneythereby, such as deeds of trust, mortgages or statutory liensto preserve this Agreement in full force and effect. Seller shall agrees not enter into to further voluntarily alter or record encumber in any instrument that affects way Seller’s title to the Property after the Effective Contract Date (except for entering into new leases or renewing existing Leases to the extent permitted by Section 9.1 below) without the prior written consent of Buyer’s consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. . Seller shall give Buyer notice of any such proposed alteration or encumbrance and Buyer shall then have five (b5) Within business days in which to elect, by written notice to Seller on or before such fifth (5th) day, either to (i) consent to the change, or (ii) object, in which event Buyer shall set forth and deliver in writing to Seller its reasons for doing so. If Buyer has not given Seller notice of its election by the end of the fifth (5th) day, Buyer shall be deemed to have elected to consent to the change. Notwithstanding anything to the contrary set forth in this Section 5, Seller shall remove all mortgages encumbering the Property, and shall remove or bond over to Buyer’s and the Title Insurer’s reasonable satisfaction any other monetary liens and security interests in or against the Property, to the extent any such mortgages or other monetary liens and security interests arise by, through or under Seller, and are not the result of Buyer’s or Buyer’s agents’ actions. Between the Inspection Date and the Closing Date, Buyer shall have the right to request updates to the Title Commitment and/or Survey and object to any new matters of title or survey not contained in the original Title Commitment and/or Survey other than immaterial matters. If Buyer so objects and Seller elects to undertake to cure such objections (in the manner provided above for the initial title objections), Seller may extend the Closing by up to thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date attempt to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyersuch objections. If Seller does not is unable or unwilling to cure any such new objection, Buyer shall have the defects rights as provided above in the event Seller fails to cure or objections within satisfy or undertake to cure or satisfy Buyer’s initial objections, provided Buyer gives Seller notice of its election prior to Closing (30) thirty days of notice thereof, then Buyer as same may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptionsextended).

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, convey to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable shall accept title to the Property free in fee simple in accordance with the terms of this Agreement, and Buyer's obligation to accept said title shall be conditioned upon Buyer then being conveyed good and clear record, marketable and insurable title (in fee simple) to the Real Property, all rights, privileges and easements appurtenant thereto, and to the Improvements, by duly executed and acknowledged special warranty deed - statutory form. It shall be a condition precedent to Buyer's obligation to close hereunder that the Title Company stands ready to issue, at the Closing an ALTA standard full coverage form Owner's Policy of Title Insurance with extended coverage and all endorsements reasonably requested by Buyer, insuring Buyer's interest in the Property, dated the date of Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). The Title Policy shall insure against all mechanics' liens and shall have full survey coverage and shall be an extended coverage policy insuring against, among other things, mechanics' liens, encumbrances, easements and defects claims of title other than: (a) zoning ordinances affecting parties in possession not shown by the property, public records with all general and standard exceptions deleted. Seller shall pay the cost of the standard owner's policy. Buyer shall bear the expense for extended coverage and the cost of any endorsements requested by Buyer. (b) Buyer shall, prior to the Approval Date, provide Seller with Buyer's objections to any matters of record that disclosed by the Commitment, Title Documents or Survey. All matters shown on the Title Exceptions which are not objected to by Buyer (“prior to the Approval Date shall be "Permitted Exceptions”". Seller agrees to use its best efforts to satisfy such objections noted by Buyer, provided that: (i) Seller shall obtain a satisfaction and release or bond over any monetary liens, in a manner reasonably satisfactory to Buyer, including, without limitation, any and all mortgages, mechanics' liens and judgment liens (collectively, "Monetary Liens"); provided that and (ii) Seller shall not be required obligated to satisfy, at litigate or prior spend more than $10,000.00 in the aggregate to closing, cure non-monetary lien objections or to seek any encumbrances that may cure which cannot be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liensallowed within fifteen (15) days. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt notify Buyer of Seller’s owner’s title insurance policy (“Examination Period”)'s proposed actions to satisfy such objections, Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until up to the Closing Date to satisfy such objections and the Closing Date shall be extended a reasonable period of time, not to exceed fifteen (15) days, if necessary to allow such cure said noticed defectsperiod. The parties acknowledge If, despite its best efforts to do so, Seller cannot satisfy such objections (other than the Monetary Liens, which shall be satisfied or bonded over by Seller) on or before the expiration of such additional fifteen (15) day period, Buyer shall have the option to waive its objection(s) to such title and/or other defect(s) and agree proceed to Closing or terminate this transaction. Buyer acknowledges that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction termination of the Building; upon Substantial Completion transaction pursuant to this section of the Property, the Property will be transferred Agreement shall not entitle Buyer to Seller and then receive reimbursement for third party expenses or to Buyer. If Seller does not cure the defects seek specific performance or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptionsany other legal or equitable remedy against Seller.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form Good and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer marketable fee simple, marketable, and insurable simple record title to the Property Land and Improvements shall be conveyed by Seller to Purchaser by the Deed, free and clear of all liens, encumbranceseasements, restrictions, and defects of title other than: (a) zoning ordinances affecting the propertyencumbrances whatsoever, and (b) excepting only those matters of record that are not objected to by Buyer Purchaser as provided below or which, if objected to but not timely cured by Seller, are later accepted by Purchaser pursuant to subsection (e)(iii) below (hereinafter referred to as the “Permitted Exceptions”); , and such other matters as may become additional “Permitted Exceptions” as provided that herein. Seller shall be required has caused Fidelity National Title Insurance Company of New York (the “Title Company”) to satisfydeliver to Purchaser its commitment (hereinafter referred to as the “Title Commitment”) to issue to Purchaser upon the recording of the Deed conveying title to the Land and Improvements from Seller to Purchaser, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum the Purchase Price, and the payment to the Title Company of moneythe policy premium therefor, such as deeds an ALTA owner’s policy of trusttitle insurance, mortgages or statutory liens. Seller shall not enter into or in the amount of the Purchase Price, insuring good and marketable fee simple record any instrument that affects title to the Property after to be in Purchaser without exception (including any standard exception), except for the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayedPermitted Exceptions. (b) On December 4, 2003 Purchaser advised Seller in writing of defects or objections affecting the title to the Property and disclosed by the Title Commitment (the “Initial Title Objection Letter”) and on December 8, 2003 Seller advised Purchaser that Seller has elected to cure those objections set forth in items 1-5 of the section entitled “Schedule B” of the Initial Title Objection Letter and those objections set forth in items 1, and 3 of the section entitled “Tax Search” of the Initial Title Objection Letter (the “Cured Title Matters”). Seller and Purchaser agree that other matters objected to in the Initial Title Objection Letter were not title matters but legal compliance matters addressed elsewhere in this Agreement. Seller shall have the obligation to remove, satisfy or otherwise cure all Cured Title Matters following the procedures set forth in subsection (e) below. If Seller fails to cure the matters objected to then Purchaser shall have the right to terminate this Agreement by giving written notice of such termination to Seller, whereupon Escrow Agent shall promptly refund all ▇▇▇▇▇▇▇ Money to Purchaser in accordance with the terms of the Escrow Agreement, and Purchaser and Seller shall have no further rights, obligations, or liabilities hereunder, except as may be expressly provided to the contrary herein. (c) Purchaser shall, or shall cause Title Company, to provide to Seller’s counsel any update to the Title Commitment issued by the Title Company on or prior to the date of Closing (each an “Update”). If any Update discloses one or more new defects or objections to title to which the Purchaser objects, then Purchaser shall give written notice to Seller on or prior to the tenth (10th) day after the date upon which Purchaser receives the Update first containing such new defect or objection (but in any event not later than the Closing). Within thirty ten (3010) days after receipt of Purchaser’s notice of objection, but in any event not later than the Closing, Seller shall give written notice to Purchaser informing Purchaser of Sellers’ election with respect to such defects and objections. If Seller fails to give written notice of election within such ten (10) day period, or, in any event, prior to Closing, Seller shall be deemed to have elected to attempt to cure the matters objected to. If Seller elects not to attempt to cure the matters objected to then Purchaser shall have the right to terminate this Agreement by giving written notice of such termination to Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination whereupon Escrow Agent shall promptly refund all ▇▇▇▇▇▇▇ Money to be made Purchaser in accordance with the terms of the Property. In the event that such title examination shall show that title is not fee simple marketable Escrow Agreement, and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions Purchaser and Seller shall have thirty (30) days until no further rights, obligations, or liabilities hereunder, except as may be expressly provided to the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyercontrary herein. If Seller does not elects or is deemed to have elected to cure the matters objected to, then the parties shall follow the procedures set forth in subsection (e) below. (d) Prior to the effective date, Purchaser ordered a survey of the Property (the “Survey”). Purchaser shall provide a copy of the survey to Seller upon receipt of the same by Purchaser. If the Survey discloses any encroachments, protrusions, defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title affecting the title to the Property must or the use thereof to which the Purchaser objects, then Purchaser shall give written notice to Seller on or prior to the tenth (10th) day after the date upon which Purchaser receives the Survey (but in any event not later than the Closing). Within ten (10) days after receipt of Purchaser’s notice of objection, but in any event not later than the Closing) Seller shall give written notice to Purchaser informing Purchaser of Sellers’ election with respect to such encroachments, protrusions, defects or objections. If Seller fails to give written notice of election within such ten (10) day period, or, in any event, prior to Closing, Seller shall be insurable deemed to have elected to attempt to cure the matters objected to. If Seller elects not to attempt to cure the matters objected to then Purchaser shall have the right to terminate this Agreement by giving written notice of such termination to Seller, whereupon Escrow Agent shall promptly refund all ▇▇▇▇▇▇▇ Money to Purchaser in accordance with the terms of the Escrow Agreement, and Purchaser and Seller shall have no further rights, obligations, or liabilities hereunder, except as may be expressly provided to the contrary herein. If Seller elects to cure the matters objected to, then the parties shall follow the procedures set forth in subsection (e) below. (e) If Seller elects or is deemed to have elected to cure such defects or objections, then Seller shall have until the date of Closing to remove, obtain affirmative insurance from the Title Company, acceptable to Purchaser in Purchaser’s reasonable discretion and so long as all matters insured over with affirmative coverage do not, in the aggregate, exceed $500,000.00 (“Acceptable Affirmative Coverage”), satisfy or cure such defects or objections. If Seller fails to remove, provide Acceptable Affirmative Coverage, satisfy or cure such defects or objections by Closing, then, at regular ratesthe option of Purchaser: (i) if any such defects or objections were caused by Seller or if any such defects or objections consist of taxes, mortgages or other such monetary encumbrances, other than mechanic’s or materialman’s liens of Tenants, Purchaser shall have the right, provided Purchaser has not rejected Acceptable Affirmative Coverage, to cure such defects or objections, in which event the Purchase Price payable pursuant to paragraph 2 hereof shall be reduced by an amount equal to the costs and expenses incurred by Purchaser in connection with the curing of such defects or objections, and upon such curing, the Closing hereof shall proceed in accordance with the terms of this Agreement; or (ii) Purchaser shall have the right to terminate this Agreement by giving written notice of such termination to Seller, whereupon Escrow Agent shall promptly refund all ▇▇▇▇▇▇▇ Money to Purchaser in accordance with the terms of the Escrow Agreement, and Purchaser and Seller shall have no further rights, obligations, or liabilities hereunder, except as may be expressly provided to the contrary herein; (iii) Purchaser shall have the right to accept title to the Property subject only to standard exceptions such defects and objections with no reduction in the Purchase Price, in which event such defects and objections shall be deemed “Permitted Exceptions”; or (iv) Purchaser may elect to extend the Closing for ten (10) days in order to allow Seller additional time to satisfy such defects and objections.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer As a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title condition to the Property free and clear Closing (as defined in Section 5) a title insurance company licensed to do business in New York State (collectively, the “Title Company”) shall have committed to insure Purchaser as the fee owner of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after in the Effective Date without amount of the prior written consent Purchase Price by issuance of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. an ALTA (b1992 form) Within thirty (30) days after receipt of Seller’s owner’s title insurance policy (the “Examination Owner’s Policy”) subject only to the Permitted Exceptions (as hereinafter defined). (b) Purchaser received a commitment No. NY041505 (the “Title Commitment”) for an owner’s fee title insurance policy with respect to the Property from Commonwealth Land Title Insurance Company (the “Title Company”), a copy of which has been delivered to Seller’s counsel. Purchaser has not completed its review of the Title Commitment and Purchaser shall order, at its sole cost and expense, within five (5) Business Days following the date of execution and delivery by both parties of this Agreement, from the Title Company, and shall cause the Title Company to deliver an updated version of the Title Commitment (the “Updated Title Commitment”), together with, to the extent not previously delivered, true, legible (to the extent available) and complete copies of all instruments giving rise to any defects or exceptions to title to the Property, to Seller’s attorneys concurrently with delivery of the Updated Title Commitment to Purchaser or Purchaser’s attorneys. If Purchaser should object to any exceptions(s) to title to the Property which appear in either the Title Commitment or the Updated Title Commitment other than the Permitted Exceptions (such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), subject to which Purchaser is unwilling to accept title, and Purchaser shall provide Seller with written notice (the “Title Objection Notice”) thereof within fifteen (15) days after receipt of the Updated Title Commitment by Purchaser’s attorneys, Seller, in its sole and absolute discretion, may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. Purchaser hereby waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller within such fifteen (15) day period pursuant to the Title Objection Notice unless (i) such Unpermitted Exception was first raised by the Title Company subsequent to the date of the Updated Title Commitment by a commitment modification accompanied by legible (to the extent available) and complete copies of instruments giving rise to the Unpermitted Exception, and (ii) Purchaser shall notify Seller of the same within seven (7) days after the Title Company shall notify Purchaser’s counsel of such Unpermitted Exception (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to adjourn the Closing for a period not to exceed sixty (60) days (such period of time being herein called the “Extension Period”), Buyer provided that Seller shall notify Purchaser, in writing, within ten (10) days after receipt by Seller of the Title Objection Notice, whether or not it will endeavor to eliminate such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, notwithstanding that Seller may have attempted to do so, or may have obtained an adjournment of the Scheduled Closing Date for such purpose; provided, however, Seller shall, at Buyers expenseon or before Closing, cause a title examination to be made satisfy any mortgage or deed of trust or other lien or security instrument (including oustanding UCC Statements) placed on the Property. Property by Seller or any other matter voluntarily created by Seller after the date hereof. (c) In the event that Seller is unable, or elects not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1, and to convey title to the Property in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), Seller shall notify Purchaser that it elects not to remove the same, in which event Purchaser shall have the right, as its sole remedy for such title examination election of Seller, by delivery of written notice to Seller within five (5) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, to either (i) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall show that title is not fee simple marketable and insurablereturn the Deposit, to Purchaser together with the Termination Fee referred to in Section 4.2.2 hereof, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration satisfaction of the Examination Period conditions set forth in such Section, and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of all this Agreement), or (ii) accept title to the Property subject to such title defects and exceptions and Unpermitted Exception(s) without an abatement in or credit against the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall be conclusively deemed to be an election under clause (ii) above. (d) If, on the Closing Date, there are any liens or encumbrances that Seller is obligated to discharge under this Agreement, Seller shall have thirty the right (30but not the obligation) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction use any portion of the Building; upon Substantial Completion Purchase Price to pay and discharge the same, either by way of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects payment or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title by alternative manner reasonably satisfactory to the Property must be insurable at regular ratesTitle Company, subject only to standard exceptions and the Permitted same shall not be deemed to be Unpermitted Exceptions.

Title to the Property. (a) At Purchaser acknowledges that it has been furnished with a title report dated July 13, 1996 (Title No.: 135-NYNY-18225) issued by First American Title Insurance Company of New York (the Closing"Title Company"). Promptly following execution and delivery of this Agreement, Purchaser shall instruct the Title Company to update title, conduct departmental searches and to deliver copies thereof, as well as any further continuations and supplements thereto, directly to Seller (collectively, the "Title Report"). (b) Purchaser shall deliver, or cause to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable accept title to the Property free subject only to the matters set forth on Exhibit C (collectively, the "Permitted Exceptions") and clear other matters expressly permitted pursuant to this Agreement or otherwise approved by Purchaser in writing . (c) Seller shall be entitled to reasonable adjournments of all the Closing (not to exceed in the aggregate thirty (30) days following the last day of any period of adjournment elected by Purchaser pursuant to Section 2.01(b)) during which Seller may attempt to remove any liens or encumbrances affecting, or other defects in or objections to, title to the Property disclosed by the Title Report other than those that constitute Permitted Exceptions ("Additional Exceptions"); provided, however, that, except as set forth in the next succeeding sentence, Seller shall not be required to bring any action or proceeding, or take any steps, or otherwise incur any expense to remove any Additional Exception. Seller shall have the obligation to cure those Additional Exceptions that (i) constitute liens, encumbrancesmortgages, judgments and defects similar encumbrances that can be removed of record solely by the payment of a sum of money ("Monetary Additional Exceptions"), but only so long as the aggregate amount to be expended pursuant to this clause does not exceed eighty (80%) percent of the Purchase Price, (ii) can be cured and removed of record (or insured against collection) by the expenditure of sums of money not to exceed, individually or in the aggregate, twenty (20%) percent of the Purchase Price ("Non-Monetary Additional Exceptions") or (iii) were otherwise caused by the affirmative act of Fee Owner or Net Lessee ("Seller's Acts Exceptions"). Without limiting the obligations of Seller as set forth in the immediately preceding sentence, Purchaser shall notify Seller in writing of the existence of any Additional Exception promptly after the discovery thereof by Purchaser. If for any reason Seller is unable or unwilling to remove any Additional Exceptions (other than Monetary Additional Exceptions (so long as the aggregate amount in respect thereof does not exceed eighty (80%) percent of the Purchase Price) or Seller's Acts Exceptions, or Non-Monetary Additional Exceptions by expending up to twenty (20%) percent of the Purchase Price for such purpose) as of the Closing Date, as such date may be adjourned pursuant to this Section 3.01(c), Seller shall so notify Purchaser. If such notice is given by Seller, Purchaser, at its option, shall elect either (i) to terminate this Agreement by giving written notice to Seller, in which event Seller shall be deemed unable to perform its obligations hereunder and the provisions of Section 13.01(b) shall apply, or (ii) to perform all of Purchaser's obligations hereunder and accept title to the Property subject to such uncured Additional Exceptions (other than: than Monetary Additional Exceptions and Seller's Acts Exceptions, or Non-Monetary Additional Exceptions by expending up to twenty (a20%) zoning ordinances affecting of the propertyPurchase Price for such purpose) without any abatement of the Purchase Price or liability on the part of Seller, in which event such Additional Exceptions shall thereafter be deemed Permitted Exceptions; provided, however, that, if the amount required to be expended by Seller to cure Monetary Additional Exceptions shall exceed in the aggregate eighty (80%) percent of the Purchase Price or to cure Non-Monetary Additional Exceptions shall exceed in the aggregate twenty (20%) percent of the Purchase Price, then Purchaser shall be entitled to an abatement of the Purchase Price to the extent of the amount by which Monetary Exceptions shall exceed eighty (80%) percent of the Purchase Price or the cure of Non-Monetary Exceptions shall exceed twenty (20%) percent of the Purchase Price (or both, except that the Purchase Price shall never be less than zero) if Seller fails to cure such Exception(s) to the extent the cost to cure exceeds the applicable amount(s). Purchaser shall make its election between clauses (i) and (bii) matters of record that the immediately preceding sentence by written notice to Seller given not later than 5:00 P.M. on the tenth (10th) business day after the giving of notice by Seller of its inability or unwillingness to remove any such Additional Exception. If there are fewer than ten (10) days between the date of Seller's notice and the Closing Date, the Closing shall automatically be extended until such tenth (10th) business day. If Purchaser shall fail to give such written notice as aforesaid, Purchaser shall conclusively be deemed to have elected clause (ii) above. (d) Seller may direct Purchaser, by notice to Purchaser not objected less than three (3) business days prior to by Buyer (“Permitted Exceptions”)the Closing, to pay from the balance of the Purchase Price as much thereof as may be necessary to satisfy any Monetary Additional Exception or Non- Monetary Additional Exception; provided that Seller shall be required deliver to satisfyPurchaser at the Closing instruments in recordable form sufficient to satisfy such Exceptions, at together with the cost of recording or prior filing said instruments, and make arrangements with the Title Company to closing, any encumbrances that may be satisfied by the payment issue its policy of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made either free of such Exceptions or with insurance against enforcement of the same against the Property. In Purchaser agrees to provide at the event Closing separate certified checks, if so requested by Seller as aforesaid, to facilitate the satisfaction of any such Exceptions. At Purchaser's option, Seller will request that the mortgagee under any mortgage encumbering the Property assign such title examination shall show that title is not fee simple marketable and insurablemortgage (without recourse) as Purchaser may direct in writing, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date will at Purchaser's cost reasonably cooperate with Purchaser to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred seek such mortgagee's cooperation to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptionsassign.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form Good and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title Marketable Title to the Property Real Estate --------------------- shall be conveyed by Seller to Purchaser by Special Warranty Deed, free and clear of all liens, encumbranceseasements, restrictions, and encumbrances whatsoever, excepting only the Permitted Exceptions. Seller at its sole cost and expense, has heretofore caused Title Company or its agent to deliver to Purchaser a copy of its Commitment No. GO69739A96-2 (hereinafter referred to as the "Title Commitment"), together with, copies of all documents and instruments referred to therein. Purchaser, shall have until the expiration of the Inspection Period during which to examine the Title Commitment and such title documents after which Purchaser shall notify Seller of any objections with respect to the form of the Title Commitment or any defects or objections affecting the record marketability of the title to the Property, other than the Permitted Exceptions. If Purchaser fails to give such notice of defects or objections as to any matters disclosed by such Title Commitment, such matters shall be deemed to be additional Permitted Exceptions. Seller shall then have ten (10) days after receipt of such notice of title other than: (a) zoning ordinances affecting the propertydefects or objections from Purchaser to advise Purchaser in writing which of such title defects or objections Seller does not intend to satisfy or cure; provided, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided however, Seller hereby agrees that Seller shall be required to satisfysatisfy or cure any such defects or objections consisting of taxes, at or prior to closingmortgages, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages mechanic's or statutory liensmaterialmen's liens or other such monetary encumbrances. In the event Seller fails to give such written advice to Purchaser within such ten (10) day period, Seller shall be deemed to have agreed to satisfy or cure all such defects or objections set forth in Purchaser's notice. If Seller shall advise Purchaser in writing that Seller does not intend to satisfy or cure any specific non-monetary encumbrances, Purchaser may elect either (a) to terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇▇▇ Money shall be immediately refunded to Purchaser and this Agreement shall be of no further force or effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, except as expressly provided herein, or (b) to accept title subject to such specific non-monetary encumbrances. Seller shall not enter into have until Closing to satisfy or record cure all such defects and objections which Seller agreed (or is deemed to have agreed) to satisfy or cure as provided above. In the event Seller fails or refuses to cure any instrument defects and objections which are required herein to be satisfied or cured by Seller prior to the Closing, then, at the option of Purchaser, (i) Purchaser may terminate this Agreement by written notice to Seller and Escrow Agent, in which event the ▇▇▇▇▇▇▇ Money shall be immediately refunded to Purchaser, and this Agreement shall be deemed null and void and of no force and effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, except as expressly provided herein, (ii) if any such defect or objection is one that affects Seller agreed (or is deemed to have agreed) to satisfy or cure as provided above, Purchaser may cure such defect or objection, in which event the Purchase Price payable pursuant to Paragraph 4 hereof shall be reduced by an amount equal to the actual cost and expense incurred by Purchaser in connection with the curing of such defect or objection, (iii) Purchaser may accept title to the Property after subject to such defects and objections, or (iv) any combination of items (ii) and (iii). In the Effective Date without event Purchaser elects to cure any such defects and objections pursuant to item (ii) hereof, Purchaser at its option, upon giving notice to Seller, may extend the prior written consent date of Buyer, which consent shall not be unreasonably withheld, conditioned Closing until the curing of such defects or delayed. (b) Within objections or thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable from and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration previously scheduled date of the Examination Period of all such title defects and exceptions and Seller Closing, whichever shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyerfirst occur. If Seller does any defect or objection shall not cure the defects have been cured within such period, Purchaser may exercise its option under either item (i) or objections within (30iii) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptionshereof.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, convey to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable shall accept title to the Property free in fee simple in accordance with the terms of this Agreement, and Buyer's obligation to accept said title shall be conditioned upon Buyer then being conveyed good and clear record, marketable and insurable title (in fee simple to the Real Property, all rights, privileges and easements appurtenant thereto, and to the Improvements, by duly executed and acknowledged special warranty deed - statutory form. It shall be a condition precedent to Buyer's obligation to close hereunder that the Title Company stands ready to issue, at the Closing an ALTA standard full coverage form Owner's Policy of Title Insurance with extended coverage and all endorsements reasonably requested by Buyer, insuring Buyer's interest in the Property, dated the date of Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). The Title Policy shall insure against all mechanics' liens and shall have full survey coverage and shall be an extended coverage policy insuring against, among other things, mechanics' liens, encumbrances, easements and defects claims of title other than: (a) zoning ordinances affecting parties in possession not shown by the property, public records with all general and standard exceptions deleted. Seller shall pay the cost of the standard owner's policy. Buyer shall bear the expense for extended coverage and the cost of any endorsements requested by Buyer. (b) Buyer shall, prior to the Approval Date, provide Seller with Buyer's objections to any matters of record that disclosed by the Commitment, Title Documents or Survey. All matters shown on the Title Exceptions which are not objected to by Buyer (“prior to the Approval Date shall be "Permitted Exceptions”". Seller agrees to use its best efforts to satisfy such objections noted by Buyer, provided that: (i) Seller shall obtain a satisfaction and release or bond over any monetary liens, in a manner reasonably satisfactory to Buyer, including, without limitation, any and all mortgages, mechanics' liens and judgment liens (collectively, "Monetary Liens"); provided that and (ii) Seller shall not be required obligated to satisfy, at litigate or prior spend more than $10,000.00 in the aggregate to closing, cure non-monetary lien objections or to seek any encumbrances that may cure which cannot be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liensobtained within fifteen (15) days. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt notify Buyer of Seller’s owner’s title insurance policy (“Examination Period”)'s proposed actions to satisfy such objections, Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until up to the Closing Date to satisfy such objections and the Closing Date shall be extended a reasonable period of time, not to exceed fifteen (15) days, if necessary to allow such cure said noticed defectsperiod. The parties acknowledge If, despite its best efforts to do so, Seller cannot satisfy such objections (other than the Monetary Liens, which shall be satisfied or bonded over by Seller) on or before the expiration of such additional fifteen (15) day period, Buyer shall have the option to waive its objection(s) to such title and/or other defect(s) and agree proceed to Closing or terminate this transaction. Buyer acknowledges that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction termination of the Building; upon Substantial Completion transaction pursuant to this section of the Property, the Property will be transferred Agreement shall not entitle Buyer to Seller and then receive reimbursement for third party expenses or to Buyer. If Seller does not cure the defects seek specific performance or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptionsany other legal or equitable remedy against Seller.

Title to the Property. (a) At As a condition to the Closing, Seller Commonwealth Land Title Insurance Company (the “Title Company”) shall deliver, or cause have committed to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer insure Purchaser as the fee simple, marketable, and insurable title to owner of the Property free and clear in the amount of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to Purchase Price by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment issuance of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt of Seller’s TLTA T-1 owner’s title insurance policy (the “Examination PeriodOwner’s Policy”), Buyer shall, at Buyers expense, cause a title examination to be made ) and in the standard form issued by the Title Company in the State of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurableTexas, subject only to the Permitted ExceptionsExceptions (as hereinafter defined). (b) Purchaser shall order, then at its sole cost and expense, within five (5) days following the date hereof, (i) a commitment for an owner’s fee title insurance policy or policies with respect to the Property (the “Title Commitment”) from the Title Company and (ii) a survey of the Property prepared by a surveyor registered in the State of Texas, certified by said surveyor to Purchaser and Sellers as having been prepared in accordance with the minimum detail requirements of the ALTA land survey requirements (the “Survey”), and shall cause the Title Commitment, together with true, legible and complete copies of all instruments giving rise to any defects or exceptions to title to the Property, and the Survey to be delivered to Sellers’ attorneys concurrently with the delivery thereof to Purchaser or Purchaser’s attorneys. Republic Title of Texas, Inc. will provide title evidence in connection with the Title Company’s issuance of the Owner’s Policy. Upon Buyer’s receipt of the Survey and delivery thereof to Seller and the Title Company, Seller and Buyer shall reasonably cooperate in good faith with the Title Company to determine the final current legal descriptions of the Land that will be included in the Deeds (as hereinafter defined) prior to the expiration of the Due Diligence Period. If any exceptions(s) to title to the Property should appear in the Title Commitment other than the Permitted Exceptions (such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), subject to which Purchaser is unwilling to accept title, Purchaser shall provide Sellers with written notice (the “Title Objection Notice”) thereof on or before the expiration of the Due Diligence Period, TIME BEING OF THE ESSENCE. Sellers, in their sole and absolute discretion, may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. Purchaser hereby waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller in writing within thirty Sellers prior to the expiration of the Due Diligence Period unless (30i) days such Unpermitted Exception was first disclosed to Purchaser after the expiration of the Examination Period Due Diligence Period, and (ii) Purchaser shall notify Sellers of all the same within five (5) Business Days following disclosure of such Unpermitted Exception to Purchaser (failure to so notify Sellers shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title defects and exceptions and Seller or as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Sellers, in their sole discretion, shall have thirty the right to adjourn the Closing for a period not to exceed fifteen (3015) days until (such period of time being herein called the “Extension Period”), provided that Sellers shall notify Purchaser, in writing, within five (5) Business Days after receipt by Sellers of the Title Objection Notice, whether or not they will endeavor to eliminate such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Sellers shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, notwithstanding that Sellers may have attempted to do so, or may have adjourned the Scheduled Closing Date for such purpose; provided, however, Sellers shall (x) satisfy any mortgage or deed of trust placed on the Property by Sellers or expressly assumed by Sellers, and (y) use commercially reasonable efforts to cause the removal (by bonding or otherwise) of other monetary liens encumbering the Property which are of an ascertainable amount and do not exceed $25,000, in the aggregate, and are not the responsibility of any tenant of the Property. (c) In the event that Sellers are unable, or elect not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1, or to arrange for title insurance, without special premium to Purchaser, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property, and to convey title to the Property in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), Sellers shall notify Purchaser that they elect not to cure said noticed defectsremove the same, in which event Purchaser shall have the right, as its sole remedy for such election of Sellers, by delivery of written notice to Sellers within five (5) Business Days following receipt of notice from Sellers of their election not to remove such Unpermitted Exceptions, to either (i) terminate this Agreement by written notice delivered to Sellers (in which event the Deposit shall be returned to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement; provided, however, that if Sellers have notified Purchaser as and in the manner provided by Section 3.1.2 of this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1.2 of this Agreement), or (ii) accept title to the Property subject to such Unpermitted Exception(s) without a reduction in, abatement of, or credit against, the Purchase Price. The parties acknowledge failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall be conclusively deemed to be an election under clause (ii) above. (d) If, on the Closing Date, there are any liens or encumbrances that Sellers are obligated to discharge under this Agreement, Sellers shall have the right (but not the obligation), as to liens and/or encumbrances of an ascertainable amount not to exceed, $25,000, in the aggregate, to either (i) arrange, at Sellers’ cost and agree that the Land is currently owned by Data Residentialexpense, LLC and will be transferred for affirmative title insurance or special endorsements reasonably acceptable to ATC East prior to commencement Purchaser insuring against enforcement of construction such liens or encumbrances against, or collection of the Building; upon Substantial Completion of same out of, the Property, or (ii) use any portion of the Property will be transferred Purchase Price to Seller pay and then to Buyer. If Seller does not cure discharge the defects same, either by way of payment or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title by alternative manner reasonably satisfactory to the Property must be insurable at regular ratesTitle Company, subject only to standard exceptions and the Permitted same shall not be deemed to be Unpermitted Exceptions.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, convey to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable shall accept title to the Property free (in fee simple) in accordance with the terms of this Agreement, and Buyer's obligation to accept said title shall be conditioned upon Buyer then being conveyed good and clear record, marketable and insurable title in fee simple to the Real Property, all rights, privileges and easements appurtenant thereto, and to the Improvements, by duly executed and acknowledged special warranty deed. It shall be a condition precedent to Buyer's obligation to close hereunder that the Title Company stands ready to issue, at the Closing a TLTA standard full coverage form Owner's Policy of Title Insurance with extended coverage and all endorsements reasonably requested by Buyer, insuring Buyer's interest in the Property, dated the date of Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). The Title Policy shall insure against all mechanics' liens and shall have full survey coverage and shall be an extended coverage policy insuring against, among other things, mechanics' liens, encumbrances, easements and defects claims of title other than: (a) zoning ordinances affecting parties in possession not shown by the property, public records with all general and standard exceptions deleted. Seller shall pay the cost of the standard owner's policy. Buyer shall bear the expense for extended coverage and the cost of any endorsements requested by Buyer. (b) Buyer shall, prior to the Approval Date, provide Seller with Buyer's objections to any matters of record that disclosed by the Commitment, Title Documents or Survey. All matters shown on the Title Exceptions which are not objected to by Buyer (“prior to the Approval Date shall be "Permitted Exceptions”". Seller agrees to use its best efforts to satisfy such objections noted by Buyer, provided that (i) Seller shall obtain a satisfaction and release or bond over any monetary liens, in a manner reasonably satisfactory to Buyer, including, without limitation, any and all mortgages, mechanics' liens and judgment liens (collectively, "Monetary Liens"); provided that and (ii) Seller shall not be required obligated to satisfy, at litigate or prior spend more than $10,000.00 in the aggregate to closing, cure non-monetary lien objections or to seek any encumbrances that may cure which cannot be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liensobtained within fifteen (15) days. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt notify Buyer of Seller’s owner’s title insurance policy (“Examination Period”)'s proposed actions to satisfy such objections, Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until up to the Closing Date to satisfy such objections and the Closing Date shall be extended a reasonable period of time, not to exceed fifteen (15) days, if necessary to allow such cure said noticed defectsperiod. The parties acknowledge If, despite its best efforts to do so, Seller cannot satisfy such objections (other than the Monetary Liens, which shall be satisfied or bonded over by Seller) on or before the expiration of such additional fifteen (15) day period, Buyer shall have the option to waive its objection(s) to such title and/or other defect(s) and agree proceed to Closing or terminate this transaction. Buyer acknowledges that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction termination of the Building; upon Substantial Completion transaction pursuant to this section of the Property, the Property will be transferred Agreement shall not entitle Buyer to Seller and then receive reimbursement for third party expenses or to Buyer. If Seller does not cure the defects seek specific performance or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptionsany other legal or equitable remedy against Seller.

Title to the Property. (a) At As a condition to the Closing, Seller Riverbend Commercial Title Agency Limited Partnership, as agent for First American Title Insurance Company (the “Title Company”) shall deliverhave committed to insure Purchaser as the fee owner of the Property in the amount of the Purchase Price by issuance of a single or two ALTA owner’s title insurance policies in the standard form issued by the Title Company in the State of Ohio, or cause to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyerexclusive of any endorsement thereto (the “Owner’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title Policy”) subject only to the Property free and clear of all liens, encumbrances, and defects of title other than: Permitted Exceptions (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”as hereinafter defined); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty Purchaser shall have ordered, at its sole cost and expense, on or before September 9, 2016, (30i) a commitment for an owner’s fee title insurance policy or policies with respect to the Property (the “Title Commitment”) from the Title Company and (ii) a survey of the Property prepared by a surveyor registered in the State of Ohio, certified by said surveyor to Purchaser and Seller as having been prepared in accordance with the minimum detail requirements of the ALTA land survey requirements (the “Survey”), and shall cause the Title Commitment, together with true, legible and complete copies of all instruments giving rise to any defects or exceptions to title to the Property, and the Survey to be delivered to Seller’s attorneys concurrently with the delivery thereof to Purchaser or Purchaser’s attorneys. If any exceptions(s) to title to the Property should appear in the Title Commitment other than the Permitted Exceptions (such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), subject to which Purchaser is unwilling to accept title, and Purchaser shall provide Seller with written notice (the “Title Objection Notice”) thereof by the earlier of (x) ten (10) days after receipt of the Title Commitment by Purchaser’s attorneys, or (y) five (5) days prior to the expiration of the Due Diligence Period, Seller, in its sole and absolute discretion, may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. Purchaser hereby waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s ownerrefusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller within such five (5) day period unless (i) such Unpermitted Exception was first raised by the Title Company subsequent to the date of the Title Commitment, and (ii) Purchaser shall notify Seller of the same within five (5) days after the Title Company shall notify Purchaser of such Unpermitted Exception (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s title insurance policy refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to adjourn the Closing for a period not to exceed ninety (90) days in order to endeavor to eliminate such Unpermitted Exceptions (such period of time being herein called the “Examination Extension Period”), Buyer shallprovided that Seller shall notify Purchaser, at Buyers expensein writing, cause a title examination to be made within five (5) days after receipt by Seller of the Title Objection Notice, whether or not it will endeavor to eliminate such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property. , notwithstanding that Seller may have attempted to do so, or may have adjourned the Scheduled Closing Date for such purpose; provided, however, Seller shall satisfy any mortgage or deed of trust or other monetary lien placed on the Property by, through or under Seller. (c) In the event that Seller is unable, or elects not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1, or to arrange for title insurance, without special premium to Purchaser, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property, and to convey title examination to the Property in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), Seller shall show notify Purchaser that title it elects not to remove the same, in which event Purchaser shall have the right, as its sole remedy for such election of Seller, by delivery of written notice to Seller within three (3) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, to either (i) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall, provided that Purchaser is not fee simple marketable otherwise in default of its obligations pursuant to this Agreement, return the Deposit to the extent deposited with Escrowee, to Purchaser and insurableno party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement), or (ii) accept title to the Property subject only to Permitted Exceptionssuch Unpermitted Exception(s) without a reduction in, then Buyer abatement of, or credit against, the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall notify be conclusively deemed to be an election under clause (ii) above. (d) If, on the Closing Date, there are any liens or encumbrances that Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and is obligated to discharge under this Agreement, Seller shall have thirty the right (30but not the obligation) days until the Closing Date to cure said noticed defects. The parties acknowledge either (i) arrange, at Seller’s cost and agree that the Land is currently owned by Data Residentialexpense, LLC and will be transferred to ATC East prior to commencement for affirmative title insurance or special endorsements insuring against enforcement of construction such liens or encumbrances against, or collection of the Building; upon Substantial Completion of same out of, the Property, or (ii) use any portion of the Property will be transferred Purchase Price to Seller pay and then to Buyer. If Seller does not cure discharge the defects same, either by way of payment or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title by alternative manner reasonably satisfactory to the Property must be insurable at regular ratesTitle Company, subject only to standard exceptions and the Permitted same shall not be deemed to be Unpermitted Exceptions.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, convey to Buyer a indefeasible and insurable fee simple title to the Real Property and Improvements, by duly executed and acknowledged special warranty deed substantially in the form attached hereto as Exhibit C (the "Deed"). Evidence of delivery of indefeasible and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to insurable fee simple title shall be affixed thereto at Seller’s expense, conveying the issuance by Chicago Title Insurance Company (the "Title Company") to Buyer at the Closing of an Owner's Policy of Title Insurance in the form promulgated by the Texas State Board of Insurance in the amount of the Purchase Price, insuring fee simple, marketable, and insurable simple title to the Real Property free in Buyer, subject only to such exceptions as Buyer shall approve or shall be deemed to have approved pursuant to Paragraph 5, below (the "Title Policy"). The Title Policy shall provide full coverage against mechanics' and clear of all materialmen's liens, encumbrancesthe printed form survey exception shall be limited to "shortages in area" at Buyer's expense and the standard exception for taxes shall read: "standby fees and taxes for the year 1997 and subsequent years, and defects of title other than: (a) zoning ordinances affecting the property, subsequent assessments for prior years due to change in land usage or ownership" and (b) matters of record that are not objected to by shall contain such special endorsements as Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfymay, at or prior to closingBuyer's expense, require, including, without limitation, any encumbrances that may be satisfied by endorsements required as a condition to Buyer's approval of any title exceptions pursuant to Paragraph 5, below (the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed"Endorsements"). (b) Within thirty (30) days after receipt At the Closing, Seller shall transfer all of Seller’s owner’s 's right, title insurance policy and interest in and to the Tangible Personal Property by a bill ▇▇ sale in the form attached hereto as Exhibit D (“Examination Period”the "Bill ▇▇ Sale"). (c) At the Closing, Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until transfer all of Seller's right, title and interest in and to the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Intangible Property, the Property will "Assumed Contracts" (as hereinafter defined), the "Permits" (as hereinafter defined), and the "Warranties and Guaranties" (as hereafter defined) by an assignment of intangible property in the form attached hereto as Exhibit E (the "Assignment of Intangible Property"), and shall assign the Leases by an assignment of leases in the form attached hereto as Exhibit F (the "Assignment of Leases"). (d) Anything contained herein to the contrary notwithstanding and notwithstanding any approval or consent given by Buyer hereunder, Seller shall cause all monetary encumbrances caused by Seller, including without limitation all mechanics' liens to be transferred to Seller and then released (or insured around to Buyer. If Seller does not cure 's satisfaction) from the defects Property on or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. prior to the Closing and shall cause the Title Company to insure title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptionsas vested in Buyer without any exception for such matters.

Title to the Property. SELLER shall convey the Property, including all easements and restrictions of record with the exception of the encroachment(s), if any, to PURCHASER at Closing by delivery of the Deed and the Assignment and Bill of Sale. (a) At PURCHASER shall, during the ClosingInspection Period, Seller shall deliver, or cause secure a title insurance commitment issued by an agent (on behalf of a Title Company) selected by and acceptable to be delivered, PURCHASER which commits to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable insure PURCHASER'S title to the Property free and clear of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted ExceptionsTitle Commitment”); provided that Seller . The costs and expenses relative to the issuance of a title commitment and an owner's title policy and mortgagee title insurance policy, if applicable, at the Closing shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied borne by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayedPURCHASER. (b) Within thirty PURCHASER shall have fifteen (3015) calendar days from the date of receiving the Title Commitment and a Current Survey (as set forth in Section 11.2) to review and examine said Title Commitment and any survey exception as shown in the Current Survey. If PURCHASER objects to any exception to title as shown in the Title Commitment and Current Survey, PURCHASER shall, within ten (10) calendar days of receipt of said Title Commitment, notify SELLER in writing specifying the specific exception(s) to which it objects (collectively, the “Title Objections”). Any Title Objection(s) of which PURCHASER has so notified SELLER, shall be cured by SELLER so as to enable the removal of said Title Objection(s) from the Title Commitment within ninety (90) calendar days after receipt PURCHASER has provided notice to SELLER. For the avoidance of Seller’s owner’s title insurance policy doubt, the matters described in Section 13 may be included as a Title Objection by Purchaser. (“Examination Period”)c) Within twenty (20) calendar days after the expiration of SELLER'S time to cure any Title Objection, Buyer shall, at Buyers expense, cause SELLER shall send to PURCHASER a title examination to be made notice in writing (the "Cure Notice") stating either (i) that each of the Property. In Title Objection has been cured and, in such case, enclosing evidence of such cure, or (ii) that SELLER is unable to cure such Title Objection despite the event that such title examination shall show that title good faith efforts of the SELLER to effectuate the cure. (d) If SELLER is not fee simple marketable and insurable, subject only unable to Permitted Exceptionscure all Title Objections within the time period set forth in the preceding sentence despite the good faith efforts of the SELLER, then Buyer shall notify Seller in writing PURCHASER may (a) terminate this Agreement by written notice to the SELLER within thirty (30) calendar days after receipt of a Cure Notice specifying an uncured Title Objection, in which event all Deposits held by the expiration Escrow Agent, together with interest thereon, shall be immediately returned to PURCHASER; or (b) subject to the provisions set forth below, proceed to close the transaction contemplated herein despite the uncured Title Objection(s). (e) At least five (5) calendar days prior to Closing, PURCHASER shall obtain an update to the Title Commitment showing all new items which affect title to the Property. Should any additional matters (including any Survey matters) be listed in the updated Title Commitment or the updated Survey, if applicable, subsequent to the original effective date of the Examination Period original Title Commitment (a "New Encumbrance"), then, PURCHASER shall have five (5) Business Days from receipt of all the updated Title Commitment, together with a copy of said title document to object to same, in which event, such New Encumbrance shall be deemed a “Title Objection” by PURCHASER and be subject to the same terms and conditions set forth above in this Section 11.1. (f) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller be obligated to prosecute legal action to cure any title defects and exceptions and Seller or expend more than $5,000.00 in curing such defects. (provided SELLER shall have thirty (30) days until the Closing Date not be obligated to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction any such financial liens arising solely because of the Building; upon Substantial Completion acts or failure to act of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted ExceptionsPURCHASER).

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, convey good and insurable title to the Property free Land and clear the Improvements to Buyer in the form of the Deed, which shall expressly be made subject to the Permitted Title Exceptions. Within ten (10) business days after the Contract Date, Seller will deliver to Buyer an owner’s title insurance commitment issued by the Title Insurer on the current ALTA Extended Coverage form, in the amount of the Purchase Price and naming Buyer as the proposed insured (the “Title Commitment”), together with legible photocopies of all liens, encumbrances, and defects of documents shown in the Title Commitment as exceptions to the title other than: to the Property. Buyer shall have ten (a10) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) calendar days after receipt of Seller’s owner’s the Title Commitment and legible copies of all exceptions to give written notice to Seller of any objections which Buyer may have to the title insurance policy to the Property. If Buyer fails to give any notice to Seller by such date, Buyer shall be deemed to have waived such right to object to any title exceptions or defects. If Buyer does give Seller timely notice of objection to any other title exceptions or defects, Seller shall then have the right, but not the obligation, for a period of ten (“Examination Period”)10) days after such notice, to reasonably cure or satisfy such objection. If such objection is not so timely and reasonably cured, then Buyer shall, at Buyers expensewithin ten (10) calendar days thereafter, cause a title examination elect, by written notice given to Seller on or before such tenth (10th) day, either to (a) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be made of returned to Buyer by Escrow Agent, and the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller parties shall have thirty no further rights or obligations hereunder, except for those which expressly survive any such termination, or (30b) days until waive its objections hereunder and proceed with the Closing Date transaction pursuant to cure said noticed defectsthe remaining terms and conditions of this Agreement. The parties acknowledge and agree that If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyeroption contained in subparagraph (b) above. If Seller does not so reasonably cure the defects or objections within (30) thirty days of notice thereofsatisfy such objection, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may terminate have made and, thereby, to preserve this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions Agreement in full force and the Permitted Exceptionseffect.

Title to the Property. (a) At the Closing, Seller shall deliverconvey the Property to Purchaser, subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to this Article 3 (the “Permitted Exceptions”). (a) Purchaser acknowledges that it has received from Chicago Title Insurance Company, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ (the “Title Company”) a preliminary title report for the Property dated May 20, 2005 (Order No. 008285150) (the “Title Report”) for the issuance of an ALTA owner’s policy of title insurance with respect to the Property, and copies of all exceptions referred to therein. (b) Seller agrees to cause exceptions 4, 7, 8, 13, 15 and 18 of Schedule B to the Title Report, as well as any consensual liens or encumbrances agreed to by Seller on or after the date of this Agreement without Purchaser’s consent (collectively, the “Removable Exceptions”), to be deliveredremoved. All other exceptions contained in the Title Report shall be deemed Permitted Exceptions. Seller shall have until the Closing Date to attempt to remove, satisfy or cure the Removable Exceptions and for this purpose Seller shall be entitled to Buyer a special warranty deed reasonable adjournment of the Closing if additional time is required, but in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at no event shall the adjournment exceed sixty (60) days after the date specified for the Closing Date in Section 2.01 hereof. If the Closing is delayed by Seller beyond the specified Closing Date, then the rescheduled Closing Date shall occur no sooner than five (5) business days after the date of Seller’s expensenotice to Purchaser stating that Seller has removed, conveying satisfied or cured the Removable Exceptions. If having commenced attempts to Buyer fee simplecure any Removable Exception, marketableSeller later notifies Purchaser that Seller will be unable or unwilling to effect a cure thereof, Purchaser shall, within five (5) business days after such notice has been given, notify Seller in writing whether Purchaser shall elect (i) to accept the conveyance of the Property subject to the Permitted Exceptions, specifically including any Removable Exception which Seller is unable or unwilling to cure, and insurable without reduction of the Purchase Price, in which case the Closing shall occur no later than ten (10) business days after Seller’s notice (unless such date is before the scheduled Closing Date), or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except those that expressly survive the termination of this Agreement, in which event Seller shall reimburse Purchaser for its actual out-of-pocket expenses (up to a maximum of $200,000) in connection with the Property incurred from the date of this Agreement through the date on which Seller so notifies Purchaser that Seller is unable or unwilling to effect a cure of such objections as to which Seller has elected to attempt to cure. (c) At Closing, Seller shall assign to Purchaser such title to the Property free as will enable the Title Company to issue to Purchaser, a standard ALTA (1992)Owner’s Policy of Title Insurance (the “Title Policy”) covering the Property subject only to the Permitted Exceptions, in the amount of the Purchase Price allocated to the Land and clear Improvements pursuant to Section 1.02(b). Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (i) the Leases; (ii) the lien of all liensad valorem real estate taxes and assessments not yet due and payable as of the Closing Date, encumbrancessubject to adjustment as herein provided; (iii) local, state and defects federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (iv) items shown on any survey obtained by Purchaser; and (v) all matters directly or indirectly caused by or arising through Purchaser. (d) Purchaser may, at or prior to Closing, notify Seller in writing of any objections to title other than: first arising between (a) zoning ordinances affecting the propertyeffective date of the Title Report referred to above, and (b) matters the date on which the transaction contemplated herein is scheduled to close. With respect to any objections to title set forth in such notice, Seller shall have the right, but not the obligation, to cure such objections. If Seller elects not to cure any objections specified in Purchaser’s notice, Purchaser shall have the following options: (i) to accept a conveyance of record that are not the Property subject to the Permitted Exceptions, specifically including any matter objected to by Buyer Purchaser which Seller is unwilling to cure, and without reduction of the Purchase Price; or (“Permitted Exceptions”); provided that Seller ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be required returned to satisfyPurchaser, at and thereafter neither party hereto shall have any further rights, obligations or prior liabilities hereunder except those that expressly survive the termination of this Agreement. If Seller elects to closingattempt to cure any such matters, any encumbrances that may the date for Closing shall be satisfied automatically extended by a reasonable additional time to effect such a cure, but in no event shall the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. extension exceed sixty (b) Within thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (3060) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until date specified for the Closing Date to cure said noticed defects. The parties acknowledge in Section 2.01 hereof. (e) Purchaser shall reasonably cooperate with the Title Company and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title in connection with obtaining title insurance insuring title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptions, including, without limitation, delivering to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished by purchasers of real property who are seeking to obtain a policy of owner’s title insurance.

Title to the Property. (a) At the Closing, Seller Highwoods shall deliver, or cause deliver to be delivered, to Buyer the Distributees a special limited warranty deed in form and content reasonably satisfactory to Buyer’s the Distributees’ counsel with documentary or other required stamps to be affixed thereto transfer tax, if any, paid at Seller’s Highwoods’ expense, conveying to Buyer the Distributees a good, indefeasible, fee simple, marketable, and insurable simple title to the Property free Land, its appurtenances and clear of all liensImprovements, encumbrancessaid title to be insurable both as to fee and marketability at regular rates by Chicago Title Insurance Company (the “Title Company”), and defects of title other than: (asubject only to those matters enumerated in Section 5(b)(i)-(vi) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer below (“Permitted Exceptions”); . Prior to the end of the Review Period, the Distributees shall procure from HPI Title Agency, LLC, at the Distributees’ cost, a current title commitment for title insurance issued by the Title Company showing the condition of title to the Land, its appurtenances and Improvements (the “Title Report”). If, prior to the end of the Review Period, the Distributees disapproves of any matter of title contained in the Title Report, the Distributees may then elect to provide written notice of the Distributees’ disapproval of the same to Highwoods (those disapproved title matters as so identified by the Distributees are hereinafter called the “Disapproved Exceptions”). Highwoods agrees to commit its commercially reasonable efforts to remove any Disapproved Exception, provided the cost thereof does not exceed Twenty-Five Thousand and No/100 Dollars ($25,000). However, in the event that Seller as provided in Sections 4(a) and (d) above, the Distributees proceed to and consummate the Closing subject to a Disapproved Exception, such Disapproved Exception shall then be deemed to be a Permitted Exception. Any expenses incurred in obtaining such title insurance commitment (including, without limitation, those incurred by an attorney in conducting the necessary title search) shall be borne by the Distributees. The title insurance premium for the title insurance policy issued by the Title Company pursuant to the title commitment (the “Title Policy”) shall be borne by the Distributees. The Title Policy shall provide full coverage against mechanics’ or materialmen’s liens, shall commit full survey coverage (if the Distributees procure a Survey of the Land) and such other coverages and endorsements as shall be reasonably required by the Distributees. If the Distributees request any endorsements to satisfythe Title Policy, the Distributees will be responsible for the cost attributable thereto. The Distributees may, at or prior to closingClosing, notify Highwoods in writing (the “Gap Notice”) of any encumbrances that may be satisfied objections to title raised by the payment Distributees’ Counsel or the Title Company between the issuance of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after Title Report and the Effective Date without the prior written consent of BuyerClosing, which consent shall did not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt exist as of Seller’s owner’s title insurance policy the date of the issuance of the Title Report (“Examination PeriodNew Encumbrances”). If the Distributees send a Gap Notice to Highwoods, Buyer shallbut the New Encumbrance is the result of some act that is beyond the control of Highwoods, at Buyers expensethen the Distributees and Highwoods shall have the same rights and obligations with respect to such notice as apply to a Disapproved Exception under Sections 5(a) and 5(b) hereof. However, cause in the event the New Encumbrance results from any action or omission of Highwoods (with the exception of New Encumbrances which can be cured by a title examination monetary payment which the Distributees have, and shall have, the absolute right of making such payment and reducing by a like amount the value of the Distributees’ capital interest in Highwoods, to be made reduced as a result of this transaction), the Distributees shall be entitled to terminate this Agreement, receive a refund of the Property. In the event that such title examination shall show that title is not fee simple marketable Binder Deposit, and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration reimbursement from Highwoods of the Examination Period of all such title defects costs, fees and exceptions expenses incurred by the Distributees related to this Agreement and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptions.

Title to the Property. Purchaser will have until the date (athe "Title Objection Date") At sixty (60) days after the Closing, Seller shall deliver, or cause to be deliveredEffective Date, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable examine title to the Property free and clear of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty of any defects or objections affecting the marketability of title to the Property (30other than the Permitted Exceptions as hereinafter defined) days after the expiration of the Examination Period that are disclosed by such title examination, which notice to Seller must be accompanied by copies of all relevant documents of record regarding, creating or relating to such title defect or objection (such defects or objections affecting marketability of title to the Property to hereinafter be collectively called "Title Defects"). Anything set forth in the immediately preceding sentence to the contrary notwithstanding, the following listed items will in no event be Title Defects: (i) taxes for the year of Closing and exceptions subsequent years; (ii) riparian rights of owners of adjoining properties or upstream users, and the right and easement of Seller shall have thirty to continue to drain the runoff from any adjoining property of Seller in the manner currently drained; (30iii) days until the Closing Date to cure said noticed defects. The parties acknowledge general utility, roadway and agree other easement(s) in favor of any telephone, gas or other utility company, ▇▇▇▇▇▇ County, Georgia, or any other local, state or federal governmental agency or entity; (iv) matters that the Land is currently owned would be disclosed by Data Residential, LLC an accurate survey and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion inspection of the Property, ; and (v) any discrepancy between the description set forth on Exhibit "A" hereto and the description by which Seller acquired the tract of which the Property will be transferred constitutes all or a part (the items set forth in (i) through (v) immediately above being hereinafter collectively referred to Seller and then to Buyeras the "Permitted Exceptions"). If Purchaser fails to notify Seller does not cure of any Title Defects on or before the defects or objections within (30) thirty days Title Objection Date, for all purposes of notice thereofthis Agreement, then Buyer may terminate this Contract. Title Purchaser will thereafter be precluded from raising any objection to the Property must status of title to the Property. Other than the Title Defects, all matters of which Purchaser has actual knowledge and all matters that would be insurable at regular rates, subject only to standard exceptions and disclosed by the appropriate public records by an examination thereof on the effective date of this Agreement will for all purposes be deemed Permitted Exceptions.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause convey good and indefeasible fee simple title to be delivered, the Land and the Improvements to Buyer in the form of the Deed, subject only to the Permitted Title Exceptions. Buyer shall order a special warranty deed in form current owner’s title insurance commitment with respect to the Land and content reasonably satisfactory Improvements from the Title Insurer, together with legible copies of all of the underlying exception documents shown on Schedule B-2 thereof (the “Title Commitment”). Buyer shall have until the Inspection Date by which to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable examine title to the Property free as disclosed by the Title Commitment and clear Survey and to give written notice to Seller of all liensany objections which Buyer may have. If Buyer fails to give any notice to Seller by such date, encumbrancesBuyer shall be deemed to have approved any title exceptions or defects disclosed in the Title Commitment and Survey. If Buyer does give Seller timely notice of objection to title exceptions or defects disclosed in the Title Commitment and Survey, and defects Seller shall then have the right, but not the obligation, for a period of title other than: five (5) days after such notice, to cure or satisfy, or undertake to cure or satisfy by the Closing, such objection. If Seller does not cure or satisfy or undertake by written notice to Buyer to cure or satisfy such objections within the five (5) day period, then Buyer may elect, by written notice to Seller on or before such fifth (5th) day, either to (a) zoning ordinances affecting terminate this Agreement, in which case the property▇▇▇▇▇▇▇ Money, less $100 to be paid to Seller, shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) matters waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of record that are not objected this Agreement. If Buyer fails to give Seller notice of its election by Buyer (“Permitted Exceptions”); provided that Seller such time, it shall be required deemed to satisfyhave elected the option contained in subparagraph (b) above. If Seller does so cure or satisfy or give notice of its undertaking to cure or satisfy such objection within the time allowed, then this Agreement shall continue in full force and effect, subject to Seller so curing such objections, which shall be a condition to Buyer’s obligation to close. Buyer shall have the right at or prior any time to closingwaive any objections that it may have made and, any encumbrances that may be satisfied by the payment of a fixed sum of moneythereby, such as deeds of trust, mortgages or statutory liensto preserve this Agreement in full force and effect. Seller shall agrees not enter into to further voluntarily alter or record encumber in any instrument that affects way Seller’s title to the Property after the Effective Contract Date (except for entering into new leases or renewing existing Leases to the extent permitted by Section 9.1 below) without the prior written consent of Buyer’s consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. . Seller shall give Buyer notice of any such proposed alteration or encumbrance and Buyer shall then have five (b5) Within business days in which to elect, by written notice to Seller on or before such fifth (5th) day, either to (i) consent to the change, or (ii) object, in which event Buyer shall set forth and deliver in writing to Seller its reasons for doing so. If Buyer has not given Seller notice of its election by the end of the fifth (5th) day, Buyer shall be deemed to have elected to consent to the change. Notwithstanding anything to the contrary set forth in this Section 5, Seller shall remove all mortgages encumbering the Property, and shall remove or bond over to Buyer’s and the Title Insurer’s reasonable satisfaction any other monetary liens and security interests in or against the Property, to the extent any such mortgages or other monetary liens and security interests arise by, through or under Seller, and are not the result of Buyer’s or Buyer’s agents’ actions. Provided that Buyer obtains a current Title Commitment and current Survey prior to the Inspection Date, then between the Inspection Date and the Closing Date, Buyer may update the Title Commitment and/or Survey and object to any new matters of title or survey not contained in the original Title Commitment and/or Survey other than immaterial matters. If Buyer so objects and Seller elects to undertake to cure such objections (in the manner provided above for the initial title objections), Seller may extend the Closing by up to thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date attempt to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyersuch objections. If Seller does not is unable or unwilling to cure any such new objection, Buyer shall have the defects rights as provided above in the event Seller fails to cure or objections within satisfy or undertake to cure or satisfy Buyer’s initial objections, provided Buyer gives Seller notice of its election prior to Closing (30) thirty days of notice thereof, then Buyer as same may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptionsextended).

Title to the Property. (a) At Buyer shall, within five (5) days after the ClosingEffective Date, Seller shall deliverorder (i) a commitment for title insurance (the "Commitment"), or cause to be delivered, to Buyer (ii) a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketablephotocopy of all documents ("Title Documents") describing all title exceptions shown on the Commitment (the "Title Exceptions"), and insurable title (iii) if Buyer so elects, an ALTA Land Title Survey of the Land (the "Survey"). If Buyer objects to any matters disclosed by the Property free and clear Commitment, Title Documents or Survey, Buyer shall furnish Seller with a written statement thereof (the "Title Notice") upon the earlier of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting five (5) days after receipt of the propertylast of the Commitment, and Title Documents or Survey or (b) the expiration of the Study Period (the "Title Approval Date") specifying in detail all such title and survey objections (collectively, the "Title Objections"). (i) All matters shown on the Commitment and the Survey (or in the absence of record that a Survey which would have been revealed by a survey) and all Title Exceptions which are not objected to by Buyer (“prior to the Title Approval Date shall be "Permitted Exceptions”". Seller shall have no obligation to cure any such Title Objections noted by Buyer; provided, however, that Seller shall obtain a satisfaction and release or bond over any monetary liens, including, without limitation, any and all mortgages, mechanics' liens (other than monetary liens which are the result of Buyer's or Buyer's agent's or representative's actions or inactions) and judgment liens (collectively, "Monetary Liens"). Seller may elect to have any such Monetary Liens satisfied out of the Purchase Price at Closing. If Buyer notifies Seller in writing that Buyer has Title Objections, Seller shall have five (5) business days after receipt of the Title Notice to notify Buyer in writing (a) that Seller will use reasonable efforts to remove such Title Objections on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to satisfyeffect such cure, but not beyond thirty (30) days; or (b) that Seller elects not to cause such Title Objections to be removed. In the event Seller fails to give such notice within such five day period, Seller shall be deemed to have elected clause (b) above. If Seller gives Buyer notice under clause (b) above, Buyer shall have five (5) days (the "Title Decision Date") in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such Title Objections, or that Buyer will terminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of Buyer pursuant to the other provisions of this Agreement), the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunder. If Buyer shall fail to notify Seller of its election within said five-day period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives Buyer notice under clause (a) above and, if despite its reasonable efforts to do so, Seller cannot satisfy such objections (other than the Monetary Liens, which shall be satisfied or bonded over by Seller) on or before Closing or, if Seller elects in its sole discretion to extend the Closing, on or before the expiration of such additional thirty (30) day period, Buyer shall have the option to waive its Title Objections and proceed to Closing or terminate this Agreement. Buyer acknowledges that the termination of the transaction pursuant to this section of the Agreement shall not entitle Buyer to receive reimbursement for any expenses or to seek specific performance or any other legal or equitable remedy against Seller. (ii) Buyer may, at or any time prior to closingClosing, notify Seller in writing (the "Gap Notice") of any encumbrances that may be satisfied objections to title (a) first raised by the payment Title Company or the surveyor between the expiration of the Study Period and the Closing and (b) not disclosed by the Title Company or the surveyor prior to the expiration of the Study Period, or not of a fixed sum nature that would have been known to Buyer had Buyer performed a survey of moneythe Property or not otherwise actually known to Buyer prior to the expiration of the Study Period; provided that Buyer shall notify Seller of any such objection to title within five (5) days of Buyer's first becoming aware of the existence of such matter. If Buyer sends a Gap Notice to Seller, such as deeds of trust, mortgages or statutory liens. Buyer and Seller shall not enter into or record any instrument that affects have the Property after same rights and obligations with respect to such notice and objections to title as apply to a Title Notice under Section 3(a)(i) hereof, and the Effective Date without Closing shall be extended, if necessary, to permit the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayedparties to exercise their respective rights provided therein. (b) Within thirty The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the "Permitted Exceptions": (30i) days after receipt the lien of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (ii) local, state and federal laws, ordinances or governmental regulations, including, but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property. In ; (iii) all items shown on the event that such title examination Commitment and Survey (or if Buyer elects not to conduct a survey which would have been disclosed by a survey) and all items which a visual inspection of the Property would reveal, and all Title Exceptions which are not objected to by Buyer or waived or deemed waived by Buyer in accordance with Section 3(a) hereof; (iv) the standard or printed exclusions in the form of Title Policy; (v) any liens, encumbrances, easements or other exceptions or matters voluntarily imposed or consented to by Buyer prior to or as of the Closing and all matters created by or resulting from the acts of Buyer or parties claiming by, through or under Buyer, including those matters arising as a result of Buyer's or its agent's or representative's actions or inactions during the Study Period. (vi) all of the leases described in the Rent Roll (as hereinafter defined) (the "Existing Leases") and any permitted additions, renewals, and replacements thereof, recorded or unrecorded; and (vii) rights of parties in possession under the Leases. (c) At Closing, Seller shall show that title is not convey and transfer to Buyer fee simple marketable title to the Real Property, by execution and insurabledelivery of the special warranty deed. The Title Company shall stand ready to issue a standard ALTA Owner's Policy of Title Insurance (the "Title Policy") covering the Real Property, in the full amount of the Purchase Price, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptions. Buyer shall pay the cost of the Title Policy and all extended coverage and endorsements requested by Buyer and shall pay the cost of the Survey. The Title Company's failure to issue such extended coverage or additional endorsements shall not affect Buyer's obligations under this Agreement.

Title to the Property. A. Purchaser shall, within five (a5) At days after the ClosingEffective Date, Seller shall deliverorder (i) a commitment for title insurance (the "COMMITMENT"), or cause to be delivered, to Buyer (ii) a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title to the Property free and clear photocopy of all liens, encumbrances, and defects of documents ("TITLE DOCUMENTS") describing all title other than: exceptions shown on the Commitment (a) zoning ordinances affecting the property"TITLE EXCEPTIONS"), and (biii) if Purchaser so elects, an ALTA Land Title Survey of the Land (the "SURVEY"). If Purchaser objects to any matters disclosed by the Commitment, Title Documents or Survey, Purchaser shall furnish Seller with a written statement thereof (the "TITLE NOTICE") prior to expiration of record that the Study Period (the "TITLE APPROVAL DATE") specifying in detail all such title and survey objections (collectively, the "TITLE OBJECTIONS"). B. All matters shown on the Commitment and the Survey and all Title Exceptions which are not objected to by Buyer (“Permitted Exceptions”)Purchaser prior to the Title Approval Date shall be "PERMITTED EXCEPTIONS". Seller shall have no obligation to cure any such Title Objections noted by Purchaser; provided provided, however, that Seller shall be required to satisfyobtain a satisfaction and release or bond over any monetary liens existing as of the Closing Date, at or prior to closingincluding, without limitation, any encumbrances that may be satisfied by and all mortgages (other than the payment Existing Financing), mechanics' liens (other than monetary liens which are the result of a fixed sum of moneyPurchaser's or Purchaser's agent's or representative's actions or inactions) and judgment liens (collectively, such as deeds of trust, mortgages or statutory liens"MONETARY LIENS"). Seller may elect to have any such Monetary Liens satisfied out of the Purchase Price at Closing. If Purchaser notifies Seller in writing that Purchaser has Title Objections, Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. have five (b5) Within thirty (30) business days after receipt of Seller’s owner’s title insurance policy the Title Notice to notify Purchaser in writing (“Examination Period”), Buyer shall, at Buyers expense, a) that Seller will use reasonable efforts to remove such Title Objections on or before the Closing or (b) that Seller elects not to cause a title examination such Title Objections to be made of the Propertyremoved. In the event Seller fails to give such notice within such five day period, Seller shall be deemed to have elected clause (b) above. If Seller gives Purchaser notice under clause (b) above, Purchaser shall have five (5) days (the "TITLE DECISION DATE") in which to notify Seller that Purchaser will nevertheless proceed with the purchase and take title to the Project subject to such title examination Title Objections, or that Purchaser will terminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall show that title is have any further rights or obligations hereunder (except for any indemnity obligations of Purchaser pursuant to the other provisions of this Agreement), the Deposit shall be returned to Purchaser and each party shall bear its own costs incurred hereunder. If Purchaser shall fail to notify Seller of its election within said five-day period, Purchaser shall be deemed to have elected to terminate this Agreement. If Seller gives Purchaser notice under clause (a) above and, if despite its reasonable efforts to do so, Seller cannot fee simple marketable satisfy such objections (other than the Monetary Liens, which shall be satisfied or bonded over by Seller) on or before Closing, then Seller shall have the right to extend the Closing Date for an additional sixty (60) days. If, by such extended Closing Date, Seller can not satisfy such objections (other than the Monetary Liens, which shall be satisfied or bonded over by Seller), then Purchaser shall have the option to waive its Title Objections and insurableproceed to Closing or terminate this Agreement. Notwithstanding anything contained herein to the contrary, Purchaser shall have the option at any time to waive its Title Objections and proceed to Closing. C. At Closing, the Escrow Agent shall stand ready to issue a standard ALTA Owner's Policy of Title Insurance (the "TITLE POLICY") covering the Land and the Improvements, in the full amount of the Purchase Price, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptions. Purchaser shall pay the cost of the Title Policy and all extended coverage and endorsements requested by Purchaser and shall pay the cost of the Survey. The Escrow Agent's failure to issue such extended coverage or additional endorsements shall not affect Purchaser's obligations under this Agreement.

Title to the Property. (a) At Purchaser shall order, at its sole cost and expense, within five (5) days following the Closingdate hereof, (i) a commitment for an owner’s fee title insurance policy or policies with respect to the Property (the “Title Commitment”) from Chicago Title Insurance Company (the “Title Company”), and (ii) a survey of the Property prepared by a surveyor registered in the State of Maryland, certified by said surveyor to Purchaser and Seller as having been prepared in accordance with the minimum detail requirements of the ALTA land survey requirements (the “Survey”), and shall delivercause the Title Commitment, together with true, legible and complete copies of all instruments giving rise to any defects or cause exceptions to title to the Property, and the Survey to be delivered, delivered to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying attorneys concurrently with the delivery thereof to Buyer fee simple, marketable, and insurable Purchaser or Purchaser’s attorneys. If any exceptions(s) to title to the Property free and clear of all liensshould appear in the Title Commitment other than the Permitted Exceptions (as hereafter defined), encumbrancessubject to which Purchaser is unwilling to accept title (such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), and defects Purchaser shall provide Seller with written notice (the “Title Objection Notice”) thereof within twenty (20) days after the date of this Agreement, then Seller, in its sole and absolute discretion, may endeavor to eliminate the same, subject to the terms and conditions of this Section 4.1. Purchaser hereby waives any right Purchaser may have to advance, as objections to title other than: or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller within such twenty (a20) zoning ordinances affecting day period unless (i) such Unpermitted Exception was first created or reported subsequent to the propertydate of the Title Commitment, and (bii) matters Purchaser shall notify Seller of record the same within five (5) days after the date that are the Title Company notifies Purchaser of such Unpermitted Exception (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to adjourn the Closing for a period not objected to by Buyer exceed thirty (30) days (such period of time being herein called the “Permitted ExceptionsExtension Period”); ) in order to attempt to remove an Unpermitted Exception, provided that Seller shall notify Purchaser, in writing, within five (5) Business Days after receipt by Seller of the Title Objection Notice, whether or not it will endeavor to eliminate such Unpermitted Exceptions. The failure of Seller to deliver such notification to Purchaser shall be conclusively deemed to be an election by Seller not to endeavor to eliminate any Unpermitted Exceptions other than Required Removal Items (as defined below). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Seller shall not, under any circumstance, be required or obligated to cause the cure or removal of any Unpermitted Exception including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, unless Seller notified Purchaser that it would endeavor to do so; provided, however, Seller shall satisfy, at or prior to closingas a condition of Closing, and cause the release of, any encumbrances that may be satisfied by the payment mortgage, deed of a fixed sum of money, such as deeds of trust, mortgages trust or statutory liens. Seller shall not enter into or record any instrument that affects other lien intentionally placed on the Property after by Seller or suffered by Seller (collectively, the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed“Required Removal Items”). (b) Within thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that Seller is unable, or elects not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1, or to arrange for title insurance in form reasonably acceptable to Purchaser, without special premium to Purchaser, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property, and to convey title examination to the Property in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(a)), Purchaser shall show have the right, as its sole remedy for such inability or election of Seller, by delivery of written notice to Seller within three (3) Business Days following receipt of notice from Seller of its election (or within three (3) Business Days following its deemed election) not to, or of its inability to, remove such Unpermitted Exceptions, to either (i) terminate this Agreement, in which event Escrowee shall, provided that title Purchaser is not fee simple marketable otherwise in default of its obligations pursuant to this Agreement, return the Deposit to Purchaser and insurableno party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement, or (ii) accept title to the Property subject only to Permitted Exceptionssuch Unpermitted Exception(s) without a reduction in, then Buyer abatement of, or credit against, the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(b) shall notify be conclusively deemed to be an election under clause (ii) above. (c) If, on the Closing Date, there are any Required Removal Items or other liens or encumbrances that Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and is obligated to discharge under this Agreement, Seller shall have thirty the right (30but not the obligation) days until to either (i) arrange, at Seller’s cost and expense, for affirmative title insurance or special endorsement (as applicable, in a form reasonably acceptable to Purchaser and/or the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data ResidentialTitle Company) insuring against enforcement of such liens or encumbrances against, LLC and will be transferred to ATC East prior to commencement of construction or collection of the Building; upon Substantial Completion of same out of, the Property, or (ii) use any portion of the Property will be transferred Purchase Price to Seller pay and then to Buyer. If Seller does not cure discharge the defects same, either by way of payment or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title by alternative manner reasonably satisfactory to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted ExceptionsTitle Company.

Title to the Property. (a) At the SELLER shall convey to PURCHASER at Closing, Seller shall deliverby delivery of a Special Warranty Deed, or cause title to be deliveredthe subject Property. PURCHASER shall, to Buyer within ten (10) calendar days of the commencement of the Inspection Period, secure a special warranty deed in form title insurance commitment issued by a title insurance underwriter approved and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable selected by PURCHASER for the Property insuring PURCHASER'S title to the Property free and clear of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptionsthose exceptions set forth in the commitment. The costs and expenses relative to the issuance of a title commitment and an owner's title policy shall be borne by the PURCHASER. PURCHASER shall have five (5) calendar days from the date of receiving said commitment to examine the title commitment. If PURCHASER objects to any exception to title as shown in the title commitment, then Buyer PURCHASER, prior to five (5) calendar days of expiration of the Inspection Period, shall notify Seller SELLER in writing specifying the specific exception(s) to which it objects. Any objection(s) of which PURCHASER has so notified SELLER, and which SELLER chooses to cure, shall be cured by SELLER so as to enable the removal of said objection(s) from the title commitment within thirty ten (3010) calendar days after PURCHASER has provided notice to SELLER. Within five (5) calendar days after the expiration of SELLER'S time to cure any objection, SELLER shall send to PURCHASER a notice in writing (a "cure notice") stating either (1) that the Examination Period objection has been cured and in such case enclosing evidence of such cure, or (ii) that SELLER is either unable to cure or has chosen not to cure such objection. If SELLER shall be unable or unwilling to cure all objections within the time period set forth in the preceding sentence, then PURCHASER may (a) terminate this Agreement by written notice to the SELLER within five (5) calendar days after receipt of a cure notice specifying an uncured objection, in which event all instruments and monies held by the Escrow Agent shall be immediately returned to PURCHASER; or (b) accept such title defects and exceptions and as Seller shall have thirty (30) days until the Closing Date is able to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction convey with a reduction or abatement of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted ExceptionsPurchase Price.

Title to the Property. (a) At the Closing, Seller shall deliverconvey to Buyer marketable and insurable fee simple title to the Real Property, or cause to the Appurtenances and the Improvements, by a duly executed and acknowledged warranty deed substantially in the form attached hereto as Exhibit E (the “Deed”). Evidence of delivery of marketable and insurable fee simple title shall be deliveredthe issuance by Commonwealth Land Title Insurance Company (the “Title Company”), to Buyer a special warranty deed of an ALTA owner’s policy of title insurance in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expensethe amount of the Purchase Price, conveying to Buyer insuring fee simple, marketable, and insurable simple title to the Property free Real Property, the Appurtenances and clear the Improvements in Buyer, subject only to the lien of all liensreal property taxes not yet payable and the exceptions set forth on Exhibit F attached hereto (which shall include the rights of Seller under the Leaseback) (collectively, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided , and in a form approved by Buyer (the “Title Policy”). The Title Policy shall include such special endorsements as Buyer may require (the “Endorsements”). The Title Policy may include an exception for matters that would be shown by a current survey of the Real Property and Improvements. However, within ninety (90) after the Closing, Seller shall deliver to Buyer at Seller’s expense an “as-built” survey of the Real Property and Improvements prepared by a surveyor or civil engineer licensed in the State in which the Property is located. Said survey shall be required to satisfyacceptable to, at or prior to closingand certified to, any encumbrances that may be satisfied Buyer and Title Company, signed by the payment surveyor or engineer preparing the survey and in sufficient detail to provide for a bring-down of a fixed sum of moneythe Title Policy without boundary, such as deeds of trustencroachment or survey exceptions, mortgages or statutory liensand shall meet the requirements set forth on Exhibit G attached hereto. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt the delivery of Seller’s owner’s the survey to the Title Company, Buyer shall cause the Title Company to issue a bring-down to the Title Policy that removes the exception for matters that would be shown by a current survey of the Real Property and Improvements and replaces it with a specific survey exception that identifies only those matters that are disclosed by the survey; that specific survey exception shall contain no matters that are objectionable to Buyer (unless affirmative coverage over such matters in a form acceptable to Buyer is included in the Title Policy bring-down). (b) At the Closing, Seller shall transfer title insurance policy to the Personal Property by a warranty ▇▇▇▇ of sale in the form attached hereto as Exhibit H (the “Examination Period▇▇▇▇ of Sale”), Buyer shall, at Buyers expense, cause a such title examination to be made free of any liens, encumbrances or interests. (c) At the Closing, Seller shall transfer title to the Intangible Property by such instruments as Buyer may determine to be reasonably necessary, including, without limitation, an assignment of Intangible Property in the form attached hereto as Exhibit I (the “Assignment of Intangible Property. In ”). (d) At or prior to the event that such title examination Closing, Seller shall show that title is not fee simple marketable cause all mortgages, equipment leases and insurableother monetary liens and rights of third parties encumbering the Property to be paid and discharged in full, subject only other than (i) inchoate mechanics’ liens arising from the Upgrade Work for which no claim of lien has been asserted or recorded and as to Permitted Exceptions, then Buyer shall notify which no past due amounts are payable by Seller in writing within and (ii) leases related to Excluded Property. (e) Within thirty (30) days after the expiration Closing, Seller shall deliver to Buyer at Seller’s expense true and correct copies of all zoning permits for the Property (which shall confirm that the current use of the Examination Period Property is in compliance with all applicable zoning requirements) and certificates of all such title defects and exceptions and occupancy for two office trailers that Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title added to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptionssite in 2013.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, convey to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title to the real estate portion of the Property free by duly executed and clear acknowledged grant deed in a standard title company form (the "GRANT DEED") together with a separate (non-recordable) transfer tax declaration (the "TRANSFER TAX DECLARATION"). Conclusive evidence of all liens, encumbrances, delivery of marketable and defects insurable fee simple title shall be the issuance by First American Title Insurance Company (the "TITLE COMPANY") of an ALTA extended coverage policy of title insurance (the "TITLE POLICY") in the amount of the purchase price for the Property insuring fee simple title to the real estate portion of the Property in Buyer, subject only to a lien for real property taxes and assessments not yet delinquent and such other than: exceptions as have been approved by Buyer (the "APPROVED EXCEPTIONS") and containing endorsements reasonably requested by Buyer. If, after the Closing, Buyer shall discover any defect in title not covered by the representations and warranties of Seller in Section 13.1, it shall look solely to the Title Policy for any recovery. The Approved Exceptions shall include but not be limited to (a) zoning ordinances affecting the property, Repurchase Option and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfycovenants, at or prior to closingconditions, any encumbrances that may be satisfied by restrictions, easements and similar rights created with the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent Buyer shall not unreasonably withhold or delay. Buyer and Seller agree that it shall be unreasonably withheldreasonable for Buyer to withhold its consent if Buyer reasonably determines that such covenants, conditioned conditions, restrictions, easements or delayed.other rights will result in the occurrence of any of the following: (bi) Within thirty material interference with Buyer's intended development or use of the Property as contemplated pursuant to this Agreement, or (30ii) days after receipt any material impact upon the location of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination the buildings to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, constructed on the Property will be transferred by Buyer as shown on Buyer's site plan as approved by Seller (pursuant to Seller and then to Buyer. If Seller does not cure the defects or objections within (30Section 7.1) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted ExceptionsPlanning Commission ("BUYER'S APPROVED SITE PLAN").

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, convey good marketable and insurable title to the Land and the Improvements to Buyer by Special Warranty Deed, which shall expressly be made subject to the Permitted Title Exceptions and, to the extent not included therein, to real estate taxes and the lien of special assessments not yet due and payable, any zoning laws and ordinances, the Leases, any easements or other rights that do not materially interfere with the use of the Property free and clear any other rights or interests recorded in the public records of all liensHennepin County, encumbrancesMinnesota. Buyer shall have until thirty (30) days after the Contract Date by which to examine title to the Property, at Buyer's sole cost and expense, and defects to give written notice to Seller of any objections to other matters affecting title which Buyer may have; provided, however, that Seller shall within ten business days from the Contract Date submit to Buyer evidence of title. If Buyer fails to give any notice to Seller by such date, Buyer shall be deemed to have waived such right to object to any title exceptions or defects. If Buyer does give Seller timely notice of objection to any other than: title exceptions or defects, Seller shall then have the right, but not the obligation, for a period of five (5) business days after such notice, to reasonably cure or satisfy, or undertake to reasonably cure or satisfy by the Closing, such objection. If such objection is not so timely and reasonably cured or satisfied or undertaken to be reasonably cured or satisfied by Seller, then Buyer shall, within five (5) business days thereafter, elect, by written notice to be received by Seller on or before such fifth (5th) business day, either to (a) zoning ordinances affecting terminate this Agreement, in which case the property▇▇▇▇▇▇▇ Money, less $100 to be paid to Seller, shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) matters waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of record that are not objected this Agreement. If Buyer fails to give Seller notice of its election by Buyer (“Permitted Exceptions”); provided that Seller such time, it shall be required deemed to have elected the option contained in subparagraph (b) above. If Seller does so reasonably cure or satisfy, at or prior undertake to closing, any encumbrances that may be satisfied by the payment of a fixed sum of moneyreasonably cure or satisfy, such as deeds of trustobjection, mortgages or statutory liensthen this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made thereby preserving this Agreement in full force and effect. Seller shall agrees not enter into to further alter or record encumber in any instrument that affects way Seller's title to the Property after the Effective Inspection Date (except for entering into new leases or renewing existing Leases, which activities shall be governed by Section 9 below) without the prior written consent of Buyer's consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. . Seller shall give Buyer notice of any such proposed change and Buyer shall then have five (b5) Within thirty business days in which to elect, by written notice to be received by Seller on or before such fifth (305th) days after receipt business day, either to (i) consent to the change, or (ii) object, in which event Buyer shall set forth and deliver in writing to Seller its reasons for doing so. If Buyer has not given Seller notice of Seller’s owner’s title insurance policy its election by the end of the fifth (“Examination Period”)5th) business day, Buyer shallshall be deemed to have elected to consent to the change. If Buyer timely objects to Seller's proposed change, at Buyers expenseSeller may make such change regardless of such objection, cause a title examination to be made of the Property. In the event but Seller shall notify Buyer that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyerchange has been made. If Seller does not cure the defects or objections within (30) thirty days of notice thereofhas made such change over Buyer's timely objection made as provided above, then Buyer may terminate this ContractAgreement by written notice to Seller which must be given within five (5) business days of Buyer's receipt of notification of the change from Seller. Title If Buyer has not given notice of such termination within such five (5) business day period, Buyer shall have no further right to terminate this Agreement as a result of such change and shall accept title to the Property must with such change. If Buyer does terminate the Agreement by such written notice given during such five day period, then the ▇▇▇▇▇▇▇ Money, less $100.00 to be insurable at regular ratespaid to Seller, subject only shall be returned to standard exceptions Buyer by Escrow Agent, and the Permitted Exceptionsparties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination.

Title to the Property. (a) At Buyer shall, within five (5) days after the ClosingEffective Date, Seller shall deliverorder (i) a commitment for title insurance (the “Commitment”), or cause to be delivered, to Buyer (ii) a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title to the Property free and clear photocopy of all liens, encumbrances, and defects of documents (“Title Documents”) describing all title other than: exceptions shown on the Commitment (a) zoning ordinances affecting the property“Title Exceptions”), and (biii) if Buyer so elects, an ALTA Land Title Survey of the Land (the “Survey”). If Buyer objects to any matters disclosed by the Commitment, Title Documents or Survey, Buyer shall furnish Seller with a written statement thereof (the “Title Notice”) within twenty (20) days from the Effective Date of record that this Agreement (the “Title Approval Date”) specifying in detail all such title and survey objections (collectively, the “Title Objections”). All matters shown on the Commitment and the Survey and all Title Exceptions which are not objected to by Buyer (prior to the Title Approval Date shall be “Permitted Exceptions”. Seller shall have no obligation to cure any such Title Objections noted by Buyer; provided, however, that Seller shall obtain a satisfaction and release or bond over any monetary liens, including, without limitation, any and all mortgages, mechanics’ liens and judgment liens (collectively, “Monetary Liens”). If Buyer notifies Seller in writing that Buyer has Title Objections, Seller shall have five (5) business days after receipt of the Title Notice to notify Buyer in writing (a) that Seller will use reasonable efforts to remove such Title Objections on or before the Closing; provided that Seller may extend the Closing for such period as shall be required to satisfyeffect such cure, at but not beyond thirty (30) days; or prior (b) that Seller elects not to closingcause such Title Objections to be removed. The procurement by Seller of a commitment for the issuance of the Title Policy (herein defined) or an endorsement thereto insuring Buyer against any Title Objection which was disapproved pursuant to this Section 3(a) shall be deemed a cure by Seller of such disapproval (a “Seller’s Endorsement”). If Seller gives Buyer notice under clause (b) above, Buyer shall have five (5) days (the “Title Decision Date”) in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such Title Objections, or that Buyer will terminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph (or as set forth hereinbelow), then neither party shall have any encumbrances that may further rights or obligations hereunder (except for any indemnity obligations of Buyer pursuant to the other provisions of this Agreement), the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunder. If Buyer shall fail to notify Seller of its election within said five-day period, Buyer shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such Title Objections. If Seller gives Buyer notice under clause (a) above and, if despite its reasonable efforts to do so, Seller cannot satisfy such objections (other than the Monetary Liens, which shall be satisfied or bonded over by Seller) on or before Closing or, if Seller elects in its sole discretion to extend the payment Closing, on or before the expiration of a fixed sum such additional thirty (30) day period, Buyer shall have the option to waive its Title Objections and proceed to Closing or terminate this Agreement. Buyer acknowledges that the termination of money, such as deeds the transaction pursuant to this section of trust, mortgages or statutory liens. Seller the Agreement shall not enter into entitle Buyer to receive reimbursement for any expenses or record to seek specific performance or any instrument that affects other legal or equitable remedy against Seller. Notwithstanding any term or provision herein to the Property after contrary, in no event shall the Effective Title Decision Date without extend beyond the prior written consent Study Period. In the event Buyer does not terminate this Agreement at the end of Buyerthe Study Period and the Title Decision Date has not yet occurred, which consent Buyer shall not be unreasonably withheld, conditioned or delayeddeemed to have waived any outstanding Title Objections and shall have no further right to terminate this Agreement in connection with any title objection. (b) Within thirty The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the “Permitted Exceptions”: (30i) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”)those matters that either are not objected to in writing within the time periods provided in Section 3 hereof, or if objected to in writing by Buyer, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Buyer shall, at Buyers expense, cause a title examination has elected or is deemed to be made have elected to accept the conveyance of the Property; (ii) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (iii) local, state and federal laws, ordinances or governmental regulations, including, but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (iv) all items shown on the Commitment and Survey and all Title Exceptions which are not objected to by Buyer or waived or deemed waived by Buyer in accordance with Section 3 hereof; (v) the standard or printed exclusions and standard or printed exceptions in the form of Title Policy except for Seller’s Endorsement the cost of which shall be paid by Seller; and (vi) rights of parties in possession under existing Leases which have been delivered to Buyer pursuant to Section 4 hereof. (c) At Closing, Seller shall convey and transfer to Buyer fee simple title to the Real Property and Improvements, by execution and delivery of the special warranty deed. In the event that Evidence of delivery of such title examination shall show that title is not fee simple marketable be the issuance by the Title Company of an ALTA Owner’s Policy of Title Insurance (the “Title Policy”) covering the Real Property and insurableImprovements, in the full amount of the Purchase Price, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptions. Buyer shall pay the cost of the Title Policy and all extended coverage and endorsements requested by Buyer.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form Good and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer marketable fee simple, marketable, and insurable simple record title to the Property Land and Improvements shall be conveyed by Seller to Purchaser at Closing by Special Warranty Deed, free and clear of all liens, encumbranceseasements, restrictions, and defects of title other than: encumbrances whatsoever, excepting only the matters set forth on Exhibit ”C” attached hereto (a) zoning ordinances affecting hereinafter referred to as the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided . Seller covenants and agrees that Seller shall be required to satisfySeller, at or prior its sole cost and expense, shall, within ten (10) days after the effective date of this Agreement, cause Investors Title Insurance Company (“Title Company”) to closingdeliver to Purchaser its commitment (the “Title Commitment”) to issue to Purchaser upon the recording of the Special Warranty Deed conveying title to the Land and Improvements from Seller to Purchaser, any encumbrances that may be satisfied by the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an ALTA owner’s policy of title insurance, in the amount of the Purchase Price, insuring good and marketable fee simple record title to the Land and Improvements to be owned by Purchaser without exception (including any standard exception) except for the Permitted Exceptions, and shall contain the following endorsements to the extent the same are available in the State of North Carolina: comprehensive, zoning, covenants and restrictions, survey, contiguity, and access. The Title Commitment shall not contain any exception for unpaid taxes other than an exception for taxes for 2004 and subsequent years not yet due or payable, and subsequent assessments for prior years due to change in land usage or ownership, not yet due and payable. Such Title Commitment shall not contain any exception for rights of parties in possession other than an exception for the rights of the Tenants (as hereinafter defined), as tenants only, under the Leases. If the Title Commitment shall contain an exception for the state of facts which would be disclosed by a fixed sum survey of moneythe Land and Improvements or an “area and boundaries” exception, the Title Commitment shall provide that such exception will be deleted upon the presentation of a current “as-built” survey, in which case the Title Commitment shall be amended to contain an exception only for the matters shown on the as-built survey obtained by Purchaser, if any, or for any survey matter which arises subsequent to the date of this current survey. The Title Commitment shall also contain such other special endorsements as deeds of trust, mortgages or statutory liensPurchaser shall reasonably require (the “Endorsements”). Seller shall not enter into or record any instrument that affects also cause to be delivered to Purchaser together with such Title Commitment, legible copies of all documents and instruments referred to therein. Depending upon the Property after identity of the Effective Date without Title Company selected by Seller and approved by Purchaser to issue the prior written consent Title Commitment, Purchaser may require reinsurance of Buyerportions of the title risk to title companies and in amounts acceptable to Purchaser. Any reinsurance shall be pursuant to a reinsurance agreement providing direct access to the title insurance company issuing such reinsurance and shall otherwise be in a form approved by Purchaser, which consent approval shall not be unreasonably withheld. Purchaser, conditioned upon receipt of the Title Commitment and the copies of the documents and instruments referred to therein, shall then have ten (10) days during which to examine same after which Purchaser shall notify Seller of any defects or delayed. objections affecting the record marketability of the title to the Property, other than the Permitted Exceptions. Seller shall then have ten (b10) Within days after receipt of such notice of title defects or objections from Purchaser to advise Purchaser in writing which of such title defects or objections Seller does intend to satisfy or cure, provided, however, Seller hereby agrees that Seller shall satisfy or cure any such defects or objections consisting of taxes, mortgages, deeds of trust (exclusive of the New York Life Mortgage), mechanic’s or materialman’s liens or other monetary encumbrances. If Seller fails to give written notice to Purchaser, within such ten (10) day period, regarding which title defects or objections Seller will elect to cure, Seller shall be deemed to have agreed to satisfy or cure all such defects or objections set forth in Purchaser’s notice. Seller shall have until the Closing (as hereinafter defined) to cure such defects and objections which Seller agreed (or is deemed to have agreed) to satisfy or cure as provided above. If Seller refuses to cure any title defect or objection or fails or refuses to cure any title defect or objection which Seller is required to cure herein, then, at the option of Purchaser: (i) if any such defects or objections arose by, through, or under Seller or if any such defects or objections consist of taxes, mortgages, deeds of trust (except the New York Life Mortgage), mechanic’s or materialman’s liens, or other such monetary encumbrances, Purchaser shall have the right to cure such defects or objections, in which event the Purchase Price payable pursuant to Paragraph 3 hereof shall be reduced by an amount equal to the costs and expenses incurred by Purchaser in connection with the curing of such defects or objections, and upon such curing, the Closing hereof shall proceed in accordance with the terms of this Agreement; or (ii) Purchaser shall have the right to terminate this Agreement by giving written notice of such termination to Seller and Escrow Agent, whereupon Escrow Agent shall promptly refund all ▇▇▇▇▇▇▇ Money to Purchaser, and Purchaser and Seller shall have no further rights, obligations, or liabilities hereunder, except for Purchaser’s Continuing Indemnification Obligations or as may otherwise be expressly provided to the contrary herein; or (iii) Purchaser shall have the right to accept title to the Property subject to such defects and objections with no reduction in the Purchase Price, in which event such defects and objections shall be deemed “Permitted Exceptions”; or (iv) Purchaser may elect to extend the Closing for thirty (30) days after receipt in order to allow Seller additional time to satisfy such defects and objections. If Purchaser elects option (iv) above, and such defects and objections are not cured by Seller to the satisfaction of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing Purchaser within said thirty (30) days after day period, Purchaser shall then have the expiration of the Examination Period of all such title defects options set forth in items (i), (ii) and exceptions and Seller shall have thirty (30iii) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyerabove. If Purchaser fails to give Seller does not cure the notice of defects or objections as to any matters disclosed by the Title Commitment within ten (3010) thirty days of notice after Purchaser’s receipt thereof, then Buyer may terminate this Contract. Title except for monetary liens or encumbrances, such as taxes, mortgages, deeds of trust (exclusive of the New York Life Mortgage), and mechanic’s and materialmen’s liens, such matters shall be deemed to the Property must be insurable at regular rates, subject only to standard exceptions and the additional Permitted Exceptions.

Title to the Property. (a) At the Closing, Seller shall deliver, Borrower will give Lender notice of any Casualty immediately after it occurs and will give Lender notice of any Condemnation Proceeding immediately after Borrower receives notice of commencement or cause notice that such a Condemnation Proceeding will be commencing. Borrower immediately will deliver to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary Lender copies of all documents Borrower delivers or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title receives relating to the Property free and clear of all liensCasualty or the Condemnation Proceeding, encumbrances, and defects of title other than: (a) zoning ordinances affecting as the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that case may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayedbe. (b) Within thirty Borrower authorizes Lender, at Lender’s option, to act on Borrower’s behalf to collect, adjust and compromise any claims for loss, damage or destruction under the Policies on such terms as Lender determines in Lender’s discretion as to a Casualty where the Proceeds (30as defined in 7.2(c) days after receipt of Seller’s owner’s title insurance policy below), exceed $1,000,000.00 (the “Examination PeriodProceeds Threshold”), Buyer shall. Borrower authorizes Lender to act, at Buyers expenseLender’s option, cause on Borrower’s behalf in connection with any Condemnation Proceeding as to a title examination Casualty where the Proceeds (as defined in 7.2(c) below), exceed the Proceeds Threshold. Borrower will execute and deliver to Lender all documents requested by Lender and all documents as may be required by Law to confirm such authorizations. Nothing in this Section will be construed to limit or prevent Lender from joining with Borrower either as a co-defendant or as a co-plaintiff in any Condemnation Proceeding. (c) If the Proceeds Threshold is not exceeded, or if Lender elects not to act on Borrower’s behalf as provided in this Section, then Borrower promptly will file and prosecute all claims (including Lender’s claims) relating to the Casualty and will prosecute or defend (including defense of Lender’s interest) any Condemnation Proceeding. Borrower will have the authority to settle or compromise the claims or Condemnation Proceeding, as the case may be, provided that Lender has approved in Lender’s reasonable discretion any compromise or settlement that exceeds $1,000,000.00. Any check for Insurance Proceeds or Condemnation Awards, as the case may be (the “Proceeds”) will be made payable to Lender and Borrower. Borrower will endorse the check to Lender immediately upon Lender presenting the check to Borrower for endorsement or if Borrower receives the check first, will endorse the check immediately upon receipt and forward it to Lender. If any Proceeds are paid to Borrower, Borrower immediately will deposit the Proceeds with Lender, to be made applied or disbursed in accordance with the provisions of the Propertythis Deed of Trust. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and Lender will be transferred to ATC East prior to commencement of construction of responsible for only the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted ExceptionsProceeds actually received by Lender.

Title to the Property. (a) At the ClosingSELLER agrees to convey good, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, valid and insurable fee simple title to the Property free and clear of all liensPurchaser agrees to purchase the same, encumbrances, and defects of title other than: subject only to the Permitted Title Exceptions (as hereinafter defined): (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed[Intentionally omitted]. (b) Within thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause Seller shall promptly order a title examination commitment (the "Title Commitment") from Fidelity National Title Insurance Company (the "Title Company") and shall deliver same to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing Purchaser within thirty fifteen (3015) days after the Effective Date. Purchaser shall (i) within ten (10) days following receipt of the Title Commitment and a survey (the "Survey") covering the Property (but in no event later than the expiration of the Examination Period Approval Period), and (ii) within three (3) days of all receipt of any update to the Title Commitment or the Survey and only with respect to an exception, matter or item first appearing on such update (but not later than the Closing Date), deliver written notice (a "Title Notice") to Seller setting forth any liens or encumbrances affecting, or other defects in or objections to, title defects to the Property, or any matters set forth on the Survey, that are not satisfactory to Purchaser in its sole judgment ("Purchaser's Objections"). Any exceptions appearing on the Title Commitment, and exceptions any matters noted on the Survey, and not objected to by Purchaser in accordance with this Subsection 3.01(b) shall be deemed "Permitted Title Exceptions". (c) If Purchaser notifies Seller of Purchaser's Objections pursuant to a Title Notice delivered in accordance with Section 3.01(b) above, Seller shall have thirty no obligation to remove any of Purchaser's Objections (30other than Liens (as hereinafter defined)). Seller shall respond in writing to any Title Notice timely given by Purchaser within five (5) business days until of Seller's receipt of such Title Notice, disclosing whether or not Seller will attempt to cure any Purchaser's Objections, provided that Seller's decision to attempt to cure shall not be deemed to obligate Seller to accomplish same. Seller's failure to remove Purchaser's Objections (other than Liens) shall not be a default on Seller's part, but shall be an inability to perform within the meaning of Section 12.01(b). If Seller has not removed Purchaser's Objections as of the Closing Date (despite Seller's reasonable efforts to cure said noticed defectsdo so, which shall not include an obligation on the part of Seller to institute litigation or otherwise incur more than diminimis costs, except for the removal of Liens and other monetary liens up to the Cure Limit (as such terms are defined below)), Seller shall so notify Purchaser in writing. The parties acknowledge If such written notice is given by Seller, Purchaser shall either elect (i) to terminate this Agreement by giving written notice to Seller, in which event the provisions of Section 12.01(b) shall apply, or (ii) to perform all of Purchaser's obligations hereunder and agree accept title to the Property subject to such uncured Purchaser's Objections without any abatement of the Purchase Price or liability on the part of Seller. Purchaser shall make its election between clauses (i) and (ii) of the immediately preceding sentence by written notice to Seller given not later than 5:00 P.M. Eastern Standard time on the third (3rd) business day after the giving of the written notice by Seller that it has not cured any Purchaser's Objection, but in no event later than the Land is currently owned by Data ResidentialClosing Date. If Purchaser shall fail to give such written notice as aforesaid, LLC it shall be deemed to have elected clause (i) above. (d) Notwithstanding the foregoing provisions of this Section 3.01 to the contrary, Seller, at Seller's sole cost and will expense, shall be transferred required to ATC East remove or to cause to be removed of record at or prior to commencement the Closing the following (collectively, the "Liens"): (i) the lien of construction any mortgage which encumbers the Property as of the Building; upon Substantial Completion date of the Property, Closing; (ii) any liens which Seller places or allows to be placed on the Property will other than liens placed on the Property by Garden Ridge unless liens to which Seller did consent, including mechanics liens and judgments; and (iii) any other liens or encumbrances against the Property which can be transferred to Seller and then to Buyercured by the payment of money in liquidated amounts not exceeding the sum of $100,000.00 (the "Cure Limit"). If Seller does elects not cure to remove liens or encumbrances which exceed the defects or objections within Cure Limit, as specified in clause (30iii) thirty days of notice thereofthe preceding sentence, then Buyer Purchaser may terminate this Contract. Title nevertheless accept such title as Seller can convey, in which event Purchaser shall be entitled to a reduction in the Purchase Price in an amount equal to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted ExceptionsCure Limit.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form Good and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title Marketable Title to the Property Real Estate --------------------- shall be conveyed by Seller to Purchaser by Special Warranty Deed, free and clear of all liens, encumbranceseasements, restrictions, and encumbrances whatsoever, excepting only the Permitted Exceptions. Within fifteen (15) days after the Effective Date, Seller shall, at Seller's sole cost and expense, cause the Title Company to deliver to Purchaser a Title Commitment, together with, copies of all documents and instruments referred to therein. Purchaser shall have until the date which is ten (10) days after the receipt of the original such Title Commitment, together with copies of all documents and instruments referred to therein, during which to examine the Title Commitment and such title documents after which Purchaser shall notify Seller of any objections with respect to the form of the Title Commitment or any defects or objections affecting the record marketability of the title to the Property, other than the Permitted Exceptions. If Purchaser fails to give such notice of defects or objections as to any matters disclosed by such Title Commitment, such matters shall be deemed to be additional Permitted Exceptions. Seller shall then have ten (10) days after receipt of such notice of title other than: (a) zoning ordinances affecting the propertydefects or objections from Purchaser to advise Purchaser in writing which of such title defects or objections Seller does not intend to satisfy or cure; provided, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided however, Seller hereby agrees that Seller shall be required to satisfysatisfy or cure any such defects or objections consisting of taxes, at or prior to closingassessments, any encumbrances that may be satisfied by mortgages (including the payment of a fixed sum of moneyExisting Loan Documents), such as deeds of trust, mortgages mechanic's or statutory liensmaterialmen's liens or monetary encumbrances willfully caused by Seller. In the event Seller fails to give such written advice to Purchaser within such ten (10) day period, Seller shall be deemed to have agreed to satisfy or cure all such defects or objections set forth in Purchaser's notice. Seller shall have until Closing to satisfy or cure all such defects and objections which Seller agreed (or is deemed to have agreed) to satisfy or cure as provided above. In the event there exist defects or objections which are not enter into required herein to be satisfied or record cured by Seller prior to Closing or in the event Seller fails or refuses to cure any instrument defects and objections which are required herein to be satisfied or cured by Seller prior to the Closing, then, at the option of Purchaser, (i) Purchaser may terminate this Agreement by written notice to Seller and Escrow Agent, in which event the ▇▇▇▇▇▇▇ Money shall be immediately refunded to Purchaser, and this Agreement shall be deemed of no force and effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, except as expressly provided herein, (ii) if any such defect or objection is one that affects Seller agreed (or is deemed to have agreed) to satisfy or cure as provided above, Purchaser may cure such defect or objection, in which event the Purchase Price payable pursuant to Paragraph 4 hereof shall be reduced by an amount equal to the actual cost and expense incurred by Purchaser in connection with the curing of such defect or objection, (iii) Purchaser may accept title to the Property after subject to such defects and objections, or (iv) any combination of items (ii) and (iii). In the Effective Date without event Purchaser elects to cure any such defects and objections pursuant to item (ii) hereof, Purchaser at its option, upon giving notice to Seller, may extend the prior written consent date of Buyer, which consent shall not be unreasonably withheld, conditioned Closing until the curing of such defects or delayed. (b) Within objections or thirty (30) days from and after receipt the previously scheduled date of Seller’s Closing, whichever shall first occur. If any defect or objection shall not have been cured within such period, Purchaser may exercise its option under either item (i) or (iii) hereof. Purchaser and Seller agree that if mechanic's or materialmen's liens in the aggregate amount of less than $150,000.00 shall exist, in lieu of Seller satisfying such liens as required above, Seller may elect to cause the Title Company to provide affirmative insurance coverage to Purchaser with respect to such liens in Purchaser's owner’s 's title insurance policy (“Examination Period”)issued to Purchaser at Closing, Buyer shalland any incremental cost of providing such affirmative insurance coverage shall be paid by Seller at Closing. From time to time, at Buyers expense, cause a title examination Purchaser may request an update to be made the effective date of the Property. In the event that such title examination shall show that title is not fee simple marketable Title Commitment and insurable, subject only give notice to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title appearing subsequent to the Property must be insurable at regular rates, subject only to standard exceptions and effective date of the Permitted ExceptionsTitle Commitment (or previous update thereof).

Title to the Property. (a) At the SELLER shall convey to PURCHASER at Closing, Seller shall deliverby delivery of a General ▇▇▇▇▇▇▇▇ ▇▇▇▇, or cause title to be deliveredthe subject Property. PURCHASER shall, to Buyer within fifteen (15) days of the commencement of the Inspection Period, secure a special warranty deed in form title insurance commitment issued by a title insurance underwriter approved and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable selected by PURCHASER for the Property insuring PURCHASER'S title to the Property free subject only to those exceptions set forth in the commitment. The costs and clear expenses relative to the issuance of all liensa title commitment and an owner's title policy shall be borne by the PURCHASER. PURCHASER shall have fifteen (15) days from the date of receiving said commitment to examine the title commitment. If PURCHASER objects to any exception to title as shown in the title commitment, encumbrancesPURCHASER, prior to ten (10) days of expiration of the Inspection Period, shall notify SELLER in writing specifying the specific exception(s) to which it objects. Any objection(s) of which PURCHASER has so notified SELLER, and defects of title other than: (a) zoning ordinances affecting the propertywhich SELLER chooses to cure, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required cured by SELLER so as to satisfy, at or prior to closing, any encumbrances that may be satisfied by enable the payment removal of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects said objection(s) from the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. title commitment within ten (b) Within thirty (3010) days after receipt of Seller’s owner’s title insurance policy PURCHASER has provided notice to SELLER. Within five (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (305) days after the expiration of SELLER'S time to cure any objection, SELLER shall send to PURCHASER a notice in writing (a "cure notice") stating either (1) that the Examination Period objection has been cured and in such case enclosing evidence of such cure, or (ii) that SELLER is either unable to cure or has chosen not to cure such objection. If SELLER shall be unable or unwilling to cure all objections within the time period set forth in the preceding sentence, then PURCHASER may (a) terminate this Agreement by written notice to the SELLER within five (5) days after receipt of a cure notice specifying an uncured objection, in which event all instruments and monies held by the Escrow Agent shall be immediately returned to PURCHASER; or (b) accept such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date as ▇▇▇▇▇▇ is able to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction convey with a reduction or abatement of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted ExceptionsPurchase Price.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer a special warranty deed in form Good and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer marketable fee simple, marketable, and insurable simple record --------------------- title to the Property Land and Improvements shall be conveyed by Seller to Purchaser by Special Warranty Deed, free and clear of all liens, encumbranceseasements, restrictions, and defects of title other than: encumbrances whatsoever, excepting only the matters set forth on Exhibit "I" attached hereto and by this reference made ---------- a part hereof (a) zoning ordinances affecting hereinafter referred to as the property, and (b) matters of record that are not objected to by Buyer (“"Permitted Exceptions”"); provided . Seller covenants and agrees that Seller shall be required to satisfySeller, at or prior its sole cost and expense, shall, within five (5) days after the effective date of this Agreement, cause Chicago Title Insurance Company (herein referred to closingas "Title Company") to deliver to Purchaser its commitment (herein referred to as the "Title Commitment") to issue to Purchaser upon the recording of the Special Warranty Deed conveying title to the Land and Improvements from Seller to Purchaser, any encumbrances that may be satisfied by the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an ALTA owner's policy of title insurance, in the amount of the Purchase Price, insuring good and marketable fee simple record title to the Land and Improvements to be in Purchaser. The Title Commitment shall not contain any exception for mechanic's or materialmen's liens or any exception for unpaid taxes other than and exception for taxes for years subsequent to 2001 not yet due or payable. Such Title Commitment shall not contain any exception for rights of parties in possession other than an exception for the rights of the Tenant (as hereinafter defined), as tenant only, under the Lease. The Title Commitment shall not contain an exception for the state of facts which would be disclosed by a fixed sum survey of moneythe Property or an "area and boundaries" exception, and in lieu thereof, the Title Commitment shall contain an exception only for the matters shown on the as-built survey to be provided by Seller to Purchaser in accordance with Paragraph 9(e) hereof. The Title Commitment shall also contain such other special endorsements available to be issued in Florida as deeds of trust, mortgages or statutory liensPurchaser shall reasonably require (the "Endorsements"). Seller shall not enter into also cause to be delivered to Purchaser together with such Title Commitment, legible copies of all documents and instruments referred to therein. Purchaser, upon receipt of the Title Commitment and the copies of the documents and instruments referred to therein, shall then have until the date of Closing during which to examine same after which Purchaser shall notify Seller of any defects or objections affecting the record marketability of the title to the Property, other than the Permitted Exceptions. If Purchaser fails to give such notice of defects or objections as to any instrument that affects matters disclosed by such Title Commitment, such matters shall be deemed to be additional Permitted Exceptions. Seller shall then have until the Property after earlier of the Effective Date without the prior written consent date of Buyer, which consent shall not be unreasonably withheld, conditioned Closing or delayed. three (b) Within thirty (303) days after receipt of such notice of title defects or objections from Purchaser to advise Purchaser in writing which of such title defects or objections Seller does not intend to satisfy or cure; provided, however, Seller hereby agrees that Seller shall satisfy or cure any such defects or objections consisting of taxes, mortgages, deeds of trust, mechanic's or materialmen's liens created by or arising under Seller’s owner’s title insurance policy (“Examination Period”), Buyer shallor other such monetary encumbrances created by or arising under Seller, at Buyers expense, cause and Seller agrees that Seller shall obtain a title examination to be made dismissal with prejudice of the Propertyproceedings described on Exhibit "J" attached hereto and by reference made a part hereof. In the event that ---------- Seller fails to give such title examination written advice to Purchaser within such three (3) day period, Seller shall show that title is not fee simple marketable and insurable, subject only be deemed to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of have declined to satisfy or cure all such title defects or objections set forth in Purchaser's notice. Seller shall have until Closing to satisfy or cure all such defects and exceptions objections which Seller agreed to satisfy or cure as provided above. In the event Seller fails or refuses to cure any defects and objections which are required herein to be satisfied or cured by Seller prior to the Closing, then, at the option of Purchaser, (i) Purchaser may terminate this Agreement by written notice to Seller and Escrow Agent, in which event the ▇▇▇▇▇▇▇ Money shall be immediately refunded to Purchaser, and Purchaser and Seller shall have thirty (30) days until no further rights, obligations or liabilities hereunder, except for the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction obligations of the Building; upon Substantial Completion parties which are herein expressly stated to survive the termination of this Agreement, (ii) if any such defect or objection is one that Seller agreed to satisfy or cure as provided above, the same shall be paid or satisfied out of the PropertySeller's closing proceeds, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30iii) thirty days of notice thereof, then Buyer Purchaser may terminate this Contract. Title accept title to the Property must be insurable at regular ratessubject to such defects and objections, subject only to standard exceptions or (iv) any combination of items (ii) and the Permitted Exceptions(iii).

Title to the Property. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer As a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable title condition to the Property free and clear Closing Chicago Title Insurance Company (the “Title Company”) shall have committed to insure Purchaser as the ground lessee of all liens, encumbrances, and defects of title other than: (a) zoning ordinances affecting the property, and (b) matters of record that are not objected to by Buyer (“Permitted Exceptions”); provided that Seller shall be required to satisfy, at or prior to closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after in the Effective Date without amount of the prior written consent Purchase Price by issuance of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Within thirty (30) days after receipt of Seller’s an ALTA owner’s title insurance policy (the “Examination PeriodOwner’s Policy”) and in the standard form issued by the Title Company in the State of California, subject only to the Permitted Exceptions (as hereinafter defined). (b) Seller shall order, at Purchaser’s sole cost and expense, within five (5) days following the date hereof, a commitment for a ground lessee’s title insurance policy or policies with respect to the Property (the “Title Commitment”) from the Title Company, and shall cause the Title Commitment, together with those copies of all instruments giving rise to any defects or exceptions to title to the Property that Purchaser receives from the Title Company, and the Survey to be delivered to Purchaser and Purchaser’s attorneys concurrently with the delivery thereof to Seller or Seller’s attorneys. Purchaser shall have the right to order an update to Seller’s existing survey or a new survey of the Property (the “Updated Survey”). If any exceptions(s) to title to the Property should appear in the Title Commitment or the Updated Survey other than the Permitted Exceptions (such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), Buyer subject to which Purchaser is unwilling to accept title, and Purchaser shall provide Seller with written notice (the “Title Objection Notice”) thereof within ten (10) days after receipt of both the Title Commitment and the Updated Survey, by Purchaser’s attorneys, Seller, in its sole and absolute discretion, may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. Purchaser hereby waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller within such ten (10) day period unless (i) such Unpermitted Exception was first raised by the Title Company subsequent to the date of the Title Commitment, and (ii) Purchaser shall notify Seller of the same within five (5) Business Days after the Title Company shall notify Purchaser of such Unpermitted Exception (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to adjourn the Closing for a period not to exceed sixty (60) days (such period of time being herein called the “Extension Period”) should Seller elect to cure any such title objection, provided that Seller shall notify Purchaser, in writing, within ten (10) days after receipt by Seller of the Title Objection Notice, whether or not it will endeavor to eliminate such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, notwithstanding that Seller may have attempted to do so, or may have adjourned the Scheduled Closing Date for such purpose; provided, however, Seller shall cause the removal (by bonding or otherwise) of any monetary liens encumbering the Property (other than the Existing Financing) in an amount not to exceed Ten Thousand and 00/100 Dollars ($10,000.00) in the aggregate provided the removal of such monetary lien shall not be the responsibility of any tenant at the Property; provided further, however, that in the event Seller elects not to remove all monetary liens (other than the Existing Financing), then Purchaser shall have the right to terminate this Agreement by delivery of written notice to Seller within five (5) Business Days following receipt of notice from Seller of its election not to remove such monetary lien (in which event Escrowee shall, at Buyers expenseprovided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, cause return the Deposit to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a title examination to be made termination of the Property. this Agreement). (c) In the event that Seller is unable, or elects not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1, or to arrange for title insurance, without special premium to Purchaser, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property (which title examination insurance must be satisfactory to Purchaser in its reasonable discretion), and to convey title to the Property in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), Seller shall show notify Purchaser that title it elects not to remove the same, in which event Purchaser shall have the right, as its sole remedy for such election of Seller, by delivery of written notice to Seller within five (5) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, to either (i) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall, provided that Purchaser is not fee simple marketable otherwise in default of its obligations pursuant to this Agreement, return the Deposit to Purchaser and insurableno party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement), or (ii) accept title to the Property subject only to Permitted Exceptionssuch Unpermitted Exception(s) without a reduction in, then Buyer abatement of, or credit against, the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall notify be conclusively deemed to be an election under clause (ii) above. (d) If, on the Closing Date, there are any liens or encumbrances that Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and is obligated to discharge under this Agreement, Seller shall have thirty (30) days until the Closing Date right to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction use a portion of the Building; upon Substantial Completion Purchase Price to pay and discharge the same, either by way of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects payment or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title by alternative manner reasonably satisfactory to the Property must be insurable at regular ratesTitle Company, subject only to standard exceptions and the Permitted same shall not be deemed to be Unpermitted Exceptions.

Title to the Property. (a) Prior to the execution and delivery of this Agreement, Kensington Vanguard National Land Services (the “Title Company”) delivered to Seller and Purchaser an examination and certificate of title with respect to the Property (collectively, the “Commitment”), and the Title Company has agreed with Purchaser to deliver to Seller copies of any Update (as hereinafter defined) and all documents of record reflected in either the Commitment or any such Update concurrently with the provision of same by the Title Company to Purchaser. If the Commitment or any update, amendment or supplement thereto (each such update, amendment or supplement is referred to herein as an “Update”) or any UCC search discloses any exception, lien, mortgage, security interest, claim, charge, reservation, lease, tenancy, occupancy, easement, right of way, encroachment, restrictive covenant, condition, limitation, or other encumbrance or defect affecting the Property (collectively, “Exceptions”) other than the Permitted Encumbrances (as hereinafter defined) to which Purchaser objects, Purchaser shall notify Seller in writing (each a “Title Objection Notice”) of such Exceptions (each of the Exceptions to which Purchaser objects pursuant to a Title Objection Notice is referred to herein as a “Title Objection”) within five (5) business days after the receipt of the Commitment, an Update, or any UCC search disclosing an Exception. Seller shall be entitled to adjourn the Closing, for a reasonable period or periods not to exceed sixty (60) days in the aggregate (the “Title Cure Period”) to attempt to clear a Title Objection. Any Exceptions disclosed on the Commitment, an Update or any UCC search not set forth in a Title Objection Notice shall be deemed to be Permitted Encumbrances. (b) At the Closing, Seller Purchaser shall deliver, or cause to be delivered, to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable accept title to the Property free and clear in such form as the Title Company would be willing to insure at regular rates subject only to the Permitted Encumbrances. (c) Seller shall only be obligated to release or discharge of all liens, encumbrances, and defects of title other thanrecord Exceptions that: (ai) zoning ordinances affecting the property, and (b) matters may be removed of record or satisfied solely by reference to Seller’s existing title policy insuring Seller’s interest in the Property or delivery of a customary affidavit that are not objected is reasonably acceptable to Seller and the Title Company; (ii) the lien of the mortgages encumbering the Property identified on the mortgage schedule attached hereto as Exhibit M; or (iii) were voluntarily created, or knowingly permitted, by Buyer Seller (“Permitted Exceptions”); provided that Seller shall be required to satisfyincluding, at or prior to closingwithout limitation, any encumbrances that mortgage encumbering the Property) and may be satisfied by the payment of a fixed liquidated sum of moneymoney not to exceed $45,000.00 (an Exception meeting the criteria set forth in clauses (i), such (ii) or (ii) hereof being referred to as deeds of trust, mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property after the Effective Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayeda “Required Cure Item”). (bd) Within Seller shall take such action as is required on the part of Seller to have any Required Cure Item removed of record. Subject to Section 4.1(c) hereof, if Seller is: (i) unwilling, unable or not required hereunder to clear any Title Objection (other than the Required Cure Items); or (ii) unable to convey or cause to be conveyed title to the Property as herein agreed to be conveyed, then Seller shall so notify Purchaser and Purchaser shall have the option to either: (A) waive such Title Objection, proceed with the Closing and accept title to the Property subject to such Title Objection without any abatement or reduction to the Purchase Price; or (B) terminate this Agreement and receive the return of the Downpayment, whereupon this Agreement shall terminate and neither party hereto shall have any further obligations hereunder other than those obligations expressly stated herein to survive the termination of this Agreement. (e) If Seller shall adjourn the Closing to cure any Title Objection in accordance with the provisions of this Article, Seller shall, upon the satisfactory cure thereof, promptly reschedule the Closing upon at least five (5) business days’ prior notice to Purchaser (the “New Closing Notice”); it being agreed, however, that if any matters which are Title Objections arise between the date the New Closing Notice is given and the Closing, Seller may again adjourn the Closing for a reasonable period or periods not to exceed thirty (30) days after receipt (provided, however, that Seller shall not have the right to adjourn the Closing for more than sixty (60) days in the aggregate with all other adjournments by Seller of Seller’s ownerthe Closing permitted hereunder), in order to attempt to cause such Title Objections to be eliminated. (f) In connection with Seller satisfying any Exceptions required to be satisfied, or which Seller elects to satisfy, under this Agreement, Seller may, at its option, either deposit with the Title Company such sum of money or deliver to the Title Company such affidavits and certificates as may be determined by the Title Company as being sufficient to induce the Title Company to insure Purchaser’s title insurance policy to the Property without exception therefor. (“Examination Period”)g) In addition, Buyer in connection with Seller satisfying any Exception required to be satisfied, or which Seller elects to satisfy, under this Agreement, Seller may direct Purchaser to apply a portion of the Purchase Price to the satisfaction of such Exceptions, provided that Seller shall, at Buyers expensethe Closing, cause deliver to the Title Company instruments in recordable form sufficient to discharge such Exceptions of record, together with the cost of recording or filing any such instruments or a title examination payoff letter and the appropriate funds to be satisfy such Exceptions. If request is made by Seller prior to the Closing, Purchaser, at the Closing, shall provide Seller with separate unendorsed bank checks payable as directed by Seller and/or shall wire transfer immediately available federal funds for credit to such bank account(s) as designated by Seller, in an aggregate amount not to exceed the balance of the Property. In Purchase Price, to facilitate the event discharge of any such Exceptions. (h) If the Commitment discloses judgments, bankruptcies or other returns against other persons having names the same as, or similar to, that of Seller, Seller, on request, shall deliver to the Title Company affidavits reasonably acceptable to the Title Company showing that such title examination shall show that title is judgments, bankruptcies or other returns are not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyer. If Seller does not cure the defects or objections within (30) thirty days of notice thereof, then Buyer may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptionsagainst Seller.

Title to the Property. (a) At the Closing, Seller shall deliver, or cause convey good and indefeasible fee simple title to be delivered, the Land and the Improvements to Buyer in the form of the Deed, subject only to the Permitted Title Exceptions. Buyer shall order a special warranty deed in form current owner’s title insurance commitment or commitments with respect to the Land and content reasonably satisfactory Improvements from the Title Insurer, together with legible copies of all of the underlying exception documents shown on Schedule B-2 thereof (the “Title Commitment”). Buyer shall have until the Inspection Date by which to Buyer’s counsel with documentary or other required stamps to be affixed thereto at Seller’s expense, conveying to Buyer fee simple, marketable, and insurable examine title to the Property free as disclosed by the Title Commitment and clear Survey and to give written notice to Seller of all liensany objections which Buyer may have. If Buyer fails to give any notice to Seller by such date, encumbrancesBuyer shall be deemed to have approved any title exceptions or defects disclosed in the Title Commitment and Survey. If Buyer does give Seller timely notice of objection to title exceptions or defects disclosed in the Title Commitment and Survey, and defects Seller shall then have the right, but not the obligation, for a period of title other than: five (5) days after such notice, to cure or satisfy, or undertake to cure or satisfy by the Closing, such objection. If Seller does not cure or satisfy or undertake by written notice to Buyer to cure or satisfy such objections within the five (5) day period, then Buyer may elect, by written notice to Seller on or before such fifth (5th) day, either to (a) zoning ordinances affecting terminate this Agreement, in which case the property▇▇▇▇▇▇▇ Money, less $100 to be paid to Seller, shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) matters waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of record that are not objected this Agreement. If Buyer fails to give Seller notice of its election by Buyer (“Permitted Exceptions”); provided that Seller such time, it shall be required deemed to satisfyhave elected the option contained in subparagraph (b) above. If Seller does so cure or satisfy or give notice of its undertaking to cure or satisfy such objection within the time allowed, then this Agreement shall continue in full force and effect, subject to Seller so curing such objections, which shall be a condition to Buyer’s obligation to close. Buyer shall have the right at or prior any time to closingwaive any objections that it may have made and, any encumbrances that may be satisfied by the payment of a fixed sum of moneythereby, such as deeds of trust, mortgages or statutory liensto preserve this Agreement in full force and effect. Seller shall agrees not enter into to further voluntarily alter or record encumber in any instrument that affects way Seller’s title to the Property after the Effective Contract Date (except for entering into new leases or renewing existing Leases to the extent permitted by Section 9.1 below) without the prior written consent of Buyer’s consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. . Seller shall give Buyer notice of any such proposed alteration or encumbrance and Buyer shall then have five (b5) Within business days in which to elect, by written notice to Seller on or before such fifth (5th) day, either to (i) consent to the change, or (ii) object, in which event Buyer shall set forth and deliver in writing to Seller its reasons for doing so. If Buyer has not given Seller notice of its election by the end of the fifth (5th) day, Buyer shall be deemed to have elected to consent to the change. Notwithstanding anything to the contrary set forth in this Section 5, Seller shall remove all mortgages encumbering the Property, and shall remove or bond over to Buyer’s and the Title Insurer’s reasonable satisfaction any other monetary liens and security interests in or against the Property, to the extent any such mortgages or other monetary liens and security interests arise by, through or under Seller, and are not the result of Buyer’s or Buyer’s agents’ actions. Provided that Buyer obtains a current Title Commitment and current Survey prior to the Inspection Date, then between the Inspection Date and the Closing Date, Buyer may update the Title Commitment and/or Survey and object to any new matters of title or survey not contained in the original Title Commitment and/or Survey other than immaterial matters. If Buyer so objects and Seller elects to undertake to cure such objections (in the manner provided above for the initial title objections), Seller may extend the Closing by up to thirty (30) days after receipt of Seller’s owner’s title insurance policy (“Examination Period”), Buyer shall, at Buyers expense, cause a title examination to be made of the Property. In the event that such title examination shall show that title is not fee simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall notify Seller in writing within thirty (30) days after the expiration of the Examination Period of all such title defects and exceptions and Seller shall have thirty (30) days until the Closing Date attempt to cure said noticed defects. The parties acknowledge and agree that the Land is currently owned by Data Residential, LLC and will be transferred to ATC East prior to commencement of construction of the Building; upon Substantial Completion of the Property, the Property will be transferred to Seller and then to Buyersuch objections. If Seller does not is unable or unwilling to cure any such new objection, Buyer shall have the defects rights as provided above in the event Seller fails to cure or objections within satisfy or undertake to cure or satisfy Buyer’s initial objections, provided Buyer gives Seller notice of its election prior to Closing (30) thirty days of notice thereof, then Buyer as same may terminate this Contract. Title to the Property must be insurable at regular rates, subject only to standard exceptions and the Permitted Exceptionsextended).