Common use of Condition of Title Clause in Contracts

Condition of Title. 4.1 At Closing, the Leasehold Owner shall hold title to the Property subject only to the following matters (collectively, the “Permitted Exceptions”): (i) the matters set forth in Schedule B of that certain Commitment for Title Insurance issued by Xxxxxxx Title Guaranty Company (the “Title Insurer”) on December 22, 2015 under Title No. MTAIL-107553 (the “Title Commitment”); (ii) any and all violations of law, rules, regulations, ordinances, orders or requirements noted in or issued by any Federal, state, county, municipal or other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations; (iii) all present and future zoning, building, environmental and other laws, ordinances, codes, restrictions and regulations of all Governmental Authorities having jurisdiction with respect to the Property, including, without limitation, landmark designations and all zoning variances and special exceptions, if any; (iv) all presently existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable as of the date of the Closing, subject to adjustment as calculated in accordance with Section 14.4 hereof; (v) all covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property which are either (a) presently existing or (b) granted to a public utility in the ordinary course, provided that, solely with respect to this clause (b), the same shall not have a material adverse effect on the use of the Property for its current use; (vi) state of facts shown on or by survey entitled “South Riverside Project, B&C Project No. 201403259-001” (the “Survey”), and any additional facts which would be shown on or by an accurate current survey of the Property (collectively, “Facts”), provided that, solely with respect to such additional Facts, the same shall not have a material adverse effect on the use of the Property for its current use; (vii) encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvements, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations between tax lot lines and lines or record title; (x) standard exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xi) any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens entered into by, or arising from, any financing statements filed on a day more than five (5) years prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the Property; (xii) the Ground Lease; (xiii) any lien or encumbrance arising out of the acts or omissions of the Investor; and (xiv) any other matter which, pursuant to the terms of this Agreement, is expressly deemed a Permitted Exception. 4.2 The Investor acknowledges receipt of the Title Commitment. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any matters set forth in the Title Commitment, and all such exceptions and other matters disclosed therein shall be deemed Permitted Exceptions. If exceptions to title (each, an “Update Exception”) appear on any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Investor shall notify the Company of any objection it has to any of the Update Exceptions (the “Title Objections”) within the earlier of five (5) business days after Investor receives such Continuation and the last business day prior to the Closing Date, time being of the essence (the “Update Objection Period”). If the Investor fails to deliver such objection notice within such Update Objection Period, Investor shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Period, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) to acquire an interest in the Company subject to any such Title Objections, without any abatement of the Investor Capital Contribution, and such Title Objections shall be deemed Permitted Exceptions. If the Investor shall fail to notify the Company of such election within such five (5) business day period, time being of the essence, the Investor shall be deemed to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day period. 4.3 Notwithstanding anything to the contrary in this Section 4, the Company shall be required to remove any Title Objections (i) which were created, consented to or affirmatively permitted by the Company, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) which are not covered by sub-clause (i) above and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions of the Fee Owner or any Title Objections, the removal of which, are Fee Owner’s obligation under the Ground Lease. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure the Investor against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Property, in which event such Title Objections shall be deemed Permitted Exceptions. 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance to be issued insuring Leasehold Owner’s title to the Property to the date of Closing, as well as all other title charges, bring-to-date fees, endorsements (including the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptions) and any and all other title and survey costs or expenses incurred by or on behalf of the Investor incident to the Closing or in connection therewith. 4.7 The Company shall have no obligation to cure or remove any Violations.

Condition of Title. 4.1 At Closing, the Leasehold Owner shall hold title Title to the Real Estate shall be good and marketable, free and clear of all liens, encumbrances, encroachments, covenants, conditions, restrictions, leases, licenses, security interests, easements, rights of way and other title objections, except those leases, tenancies, licenses and other rights of occupancy and use for all or any portion of the Property subject only to (the following matters (collectively, the “Permitted Exceptions”): (i"Leases") the matters set forth in Schedule Exhibit "F" hereto, and those other title objections described in Exhibit "D" hereto (collectively the "Permitted Conditions of Title"); and title shall be insurable as such under an ALTA Form B owner's policy of that certain Commitment for Title Insurance issued by Xxxxxxx Title Guaranty Company title insurance (as most recently revised) (the “"Title Insurer”Policy") on December 22, 2015 under Title No. MTAIL-107553 issued at regular rates (with no additional charge for the “Title Commitment”); (iiendorsements hereinafter described) any and all violations of law, rules, regulations, ordinances, orders or requirements noted in or issued by any Federalreputable title insurance company, statein the amount of $16,300,000, county, municipal or other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations; (iii) all present and future zoning, building, environmental and other laws, ordinances, codes, restrictions and regulations of all Governmental Authorities having jurisdiction with respect to the Property, includingTitle Policy shall include, without limitation, landmark designations endorsements insuring that the covenants, conditions and all zoning variances and special exceptions, if any; (iv) all presently existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable as restrictions which constitute part of the date Permitted Conditions of the Closing, subject to adjustment as calculated in accordance with Section 14.4 hereof; (v) all covenants, restrictions Title have not been violated and rights that a future violation thereof will not cause a forfeiture or reversion of title and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property which are either (a) presently existing or (b) granted to a public utility in the ordinary course, provided that, solely with respect to this clause (b), the same shall not have a material adverse effect on the use of the Property for its current use; (vi) state of facts shown on or by survey entitled “South Riverside Project, B&C Project No. 201403259-001” (the “Survey”), and any additional facts which would be shown on or by an accurate current survey of the Property (collectively, “Facts”), provided that, solely with respect to such additional Factsendorsements, the same such as zoning, access, contiguity and location, as Partnership shall not have a material adverse effect on the use of the Property for its current use; (vii) encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvements, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations between tax lot lines and lines or record title; (x) standard exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xi) any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens entered into by, or arising from, any financing statements filed on a day more than five (5) years prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the Property; (xii) the Ground Lease; (xiii) any lien or encumbrance arising out of the acts or omissions of the Investor; and (xiv) any other matter which, pursuant to the terms of this Agreement, is expressly deemed a Permitted Exception. 4.2 The Investor acknowledges receipt notify Contributor will be necessary following Partnership's review of the Title Commitment. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any matters set forth in the Title Commitment, and all such exceptions and other matters disclosed therein shall be deemed Permitted Exceptions. If exceptions to title (each, an “Update Exception”) appear on any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Investor shall notify the Company of any objection it has to any of the Update Exceptions (the “Title Objections”) within the earlier of five (5) business days after Investor receives such Continuation and the last business day prior to the Closing Date, time being of the essence (the “Update Objection Period”). If the Investor fails to deliver such objection notice within such Update Objection Period, Investor shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Period, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) to acquire an interest in the Company subject to any such Title Objections, without any abatement of the Investor Capital Contribution, and such Title Objections shall be deemed Permitted Exceptions. If the Investor shall fail to notify the Company of such election within such five (5) business day period, time being of the essence, the Investor shall be deemed to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day period. 4.3 Notwithstanding anything to the contrary in this Section 4, the Company shall be required to remove any Title Objections (i) which were created, consented to or affirmatively permitted by the Company, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) which are not covered by sub-clause (i) above and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions of the Fee Owner or any Title Objections, the removal of which, are Fee Owner’s obligation under the Ground Lease. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure the Investor against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Property, in which event such Title Objections shall be deemed Permitted Exceptions. 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance to be issued insuring Leasehold Owner’s title to the Property to the date of Closing, as well as all other title charges, bring-to-date fees, endorsements (including the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptionshereinafter defined) and any and all other title and survey costs or expenses incurred obtained by or on behalf of the Investor incident Partnership. Title to the Closing or in connection therewithPersonalty shall be good and marketable and free and clear of all liens, security interests and other encumbrances, other than the Permitted Conditions of Title. Partnership has obtained a commitment for title insurance ("Title Commitment") and has delivered a copy thereof to Contributor. 4.7 The Company shall have no obligation to cure or remove any Violations.

Condition of Title. 4.1 At ClosingThe Property shall be conveyed to Buyer by Seller by grant deed, in the Leasehold Owner shall hold title to form customarily used by Escrow Holder in the Property County ("Grant Deed"), subject only to the following matters (collectivelya lien to secure payment of real estate taxes and assessments, the “Permitted Exceptions”): (i) the matters set forth in Schedule B of that certain Commitment for Title Insurance issued by Xxxxxxx Title Guaranty Company (the “Title Insurer”) on December 22, 2015 under Title No. MTAIL-107553 (the “Title Commitment”); not delinquent; (ii) any and all violations the lien of lawsupplemental taxes, rules, regulations, ordinances, orders or requirements noted in or issued by any Federal, state, county, municipal or other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations; not delinquent; (iii) all present matters apparent from an inspection of the Property and future zoningall other title matters affecting the Property created by or with the written consent of Buyer; (iv) exceptions to title approved and/or accepted by Buyer in accordance with this Agreement (including the Approved Exceptions referenced in this Section 5 below, buildingand the Declaration referenced in Section 7(a)(ii) below), environmental and other (v) all applicable laws, ordinances, codesrules and governmental regulations (including, restrictions but not limited to those relative to building, zoning and regulations land use) affecting the development, use, occupancy or enjoyment of all Governmental Authorities having jurisdiction with respect to the Property, including, without limitation, landmark designations ; and all zoning variances and special exceptions(vi) the lease or leases, if any; any (iv) all presently existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable the "Leases"), that will encumber the Property as of the date Close of the ClosingEscrow, subject to adjustment as calculated in accordance with Section 14.4 hereof; (v) all covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property which are either listed on Exhibit C and by this reference incorporated herein (acollectively, "Approved Condition of Title"). Buyer has received and reviewed (i) presently existing or (b) granted to a public utility in the ordinary coursethat certain Preliminary Report issued by First American Title Insurance Company, provided thatdated May 30, solely with respect to this clause (b)2002, the same shall not have a material adverse effect on the use of the Property for its current use; (vi) state of facts shown on or by survey entitled “South Riverside Project, B&C Project No. 201403259-001” issued under Order No.909591 (the “Survey”"Preliminary Report"), and any additional facts which would be shown on all documents, whether recorded or by an accurate current survey of the Property (collectivelyunrecorded, “Facts”), provided that, solely with respect referred to such additional Facts, the same shall not have a material adverse effect on the use of the Property for its current use; (vii) encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvements, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations between tax lot lines and lines or record title; (x) standard exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xi) any financing statementsPreliminary Report, chattel mortgagesand Buyer hereby approves all exceptions shown thereon, encumbrances or mechanics’ or other liens entered into byexcept for Exception Nos. _________, or arising from, any financing statements filed on a day more than five (5) years which Seller shall endeavor to remove prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the Property; (xii) the Ground Lease; (xiii) any lien or encumbrance arising out Close of the acts or omissions of the InvestorEscrow; and (xiv) any other matter which, pursuant to the terms of this Agreement, is expressly deemed a Permitted Exception. 4.2 The Investor acknowledges receipt of the Title Commitment. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any matters set forth in the Title Commitment, and all such exceptions and other matters disclosed therein shall be deemed Permitted Exceptions. If exceptions to title (each, an “Update Exception”) appear on any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Investor shall notify the Company of any objection it has to any of the Update Exceptions (the “Title Objections”) within the earlier of five (5) business days after Investor receives such Continuation and the last business day prior to the Closing Date, time being of the essence (the “Update Objection Period”). If the Investor fails to deliver such objection notice within such Update Objection Period, Investor shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Period, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) to acquire an interest in the Company subject to any such Title Objections, without any abatement of the Investor Capital Contribution, and such Title Objections shall be deemed Permitted Exceptions. If the Investor shall fail to notify the Company of such election within such five (5) business day period, time being of the essence, the Investor shall be deemed to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day period. 4.3 Notwithstanding anything to the contrary in this Section 4, the Company shall be required to remove any Title Objections (i) which were created, consented to or affirmatively permitted by the Company, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) that certain ALTA Survey prepared by Xxxxx-Xxxxxxxx Engineering Group, dated June 2002, as job number 00-00-000 (the "ALTA Survey); such approved exceptions, together with the matters shown on the ALTA Survey and such additional exceptions as may arise prior to Close of Escrow but which are do not covered by sub-clause (i) above materially interfere with the Buyer's use and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions enjoyment of the Fee Owner or any Title Objections, Property following the removal Close of whichEscrow, are Fee Owner’s obligation under collectively referred to as the Ground Lease. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure the Investor against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Property, in which event such Title Objections shall be deemed Permitted "Approved Exceptions". 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance to be issued insuring Leasehold Owner’s title to the Property to the date of Closing, as well as all other title charges, bring-to-date fees, endorsements (including the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptions) and any and all other title and survey costs or expenses incurred by or on behalf of the Investor incident to the Closing or in connection therewith. 4.7 The Company shall have no obligation to cure or remove any Violations.

Condition of Title. 4.1 At Closing, the Leasehold Owner shall hold title A. Title to the Property subject only to the following matters (collectively, the “Permitted Exceptions”): (i) the matters set forth in Schedule B of that certain Commitment for Title Insurance issued by Xxxxxxx Title Guaranty Company (the “Title Insurer”) on December 22, 2015 under Title No. MTAIL-107553 (the “Title Commitment”); (ii) any and all violations of law, rules, regulations, ordinances, orders or requirements noted in or issued by any Federal, state, county, municipal or other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations; (iii) all present and future zoning, building, environmental and other laws, ordinances, codes, restrictions and regulations of all Governmental Authorities having jurisdiction with respect to the Property, including, without limitation, landmark designations and all zoning variances and special exceptions, if any; (iv) all presently existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable as of the date of the Closing, subject to adjustment as calculated in accordance with Section 14.4 hereof; (v) all covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property which are either (a) presently existing or (b) granted to a public utility in the ordinary course, provided that, solely with respect to this clause (b), the same shall not have a material adverse effect on the use of the Property for its current use; (vi) state of facts shown on or by survey entitled “South Riverside Project, B&C Project No. 201403259-001” (the “Survey”), and any additional facts which would be shown on or by an accurate current survey of the Property (collectively, “Facts”), provided that, solely with respect to such additional Facts, the same shall not have a material adverse effect on the use of the Property for its current use; (vii) encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvements, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations between tax lot lines and lines or record title; (x) standard exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xi) any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens entered into by, or arising from, any financing statements filed on a day more than five (5) years prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the Property; (xii) the Ground Lease; (xiii) any lien or encumbrance arising out of the acts or omissions of the Investor; and (xiv) any other matter which, pursuant to the terms of this Agreement, is expressly deemed a Permitted Exception. 4.2 The Investor acknowledges receipt of the Title Commitment. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any matters set forth in the Title Commitment, and all such exceptions and other matters disclosed therein shall be deemed Permitted Exceptions. If exceptions to title (eachgood and marketable, an “Update Exception”) appear on any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Investor shall notify the Company of any objection it has to any of the Update Exceptions (the “Title Objections”) within the earlier of five (5) business days after Investor receives such Continuation and the last business day prior to the Closing Date, time being of the essence (the “Update Objection Period”). If the Investor fails to deliver such objection notice within such Update Objection Period, Investor shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Period, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) to acquire an interest in the Company subject to any such Title Objections, without any abatement of the Investor Capital Contribution, and such Title Objections shall be deemed Permitted Exceptions. If the Investor shall fail to notify the Company of such election within such five (5) business day period, time being of the essence, the Investor shall be deemed to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day period. 4.3 Notwithstanding anything to the contrary in this Section 4, the Company shall be required to remove any Title Objections (i) which were created, consented to or affirmatively permitted by the Company, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) which are not covered by sub-clause (i) above and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions of the Fee Owner or any Title Objections, the removal of which, are Fee Owner’s obligation under the Ground Leaseinsurable at regular rates. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money Purchaser expressly acknowledges that the Property is being sold and provide such documentation, affidavits conveyed “as is” and indemnities as may be reasonably determined by Title Insurer as being sufficient the Purchaser agrees to induce it purchase and accept the Property subject to insure the Investor against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Property, in following which event such Title Objections shall not be deemed Permitted Exceptions. 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance to be issued insuring Leasehold Owner’s title defects rendering title to the Property unmarketable but instead shall constitute permitted exceptions: i. Zoning ordinances and other applicable governmental regulations and requirements; ii. Rights of the public and adjoining owners in highways, streets, roads and lanes bounding or running through or adjacent to the date Property; iii. Retaining walls and other walls, bushes, trees, xxxxxx, fences and the like extending from or onto the Property; iv. Any portion of Closingthe Property lying in the bed of any public street; v. Rights and easements relating to the operation, and maintenance of utility lines, wires, cables, pipes, poles, distribution boxes and other such equipment in, on, through, over, or under the Property; vi. All notices of violation of law or municipal ordinances, orders or requirements now or prior to the Closing issued by any governmental department, agency or regulatory authority; vii. Liens for unpaid but not past due taxes, assessments, water charges and sewer rents; viii. Such liens, easements, restrictions, conditions or other encumbrances known to the State as well of the Effective Date as set forth on Exhibit B attached hereto. Purchaser acknowledges that the State (a) makes no representation that Exhibit B is correct, current or complete and (b) has not undertaken any investigation as to the matters set forth thereon. ix. Rights of all tenants or other title charges, bring-to-date fees, endorsements (including occupants at the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy Property; x. Standard conditions and exceptions to title insurance contained in the currently effective ALTA Owner’s Standard Form B Title Insurance Policy; and xi. Such state of facts which are a survey and/or physical inspection of the Property disclosed at or prior to the Auction Sale or may be disclosed prior to or at the Closing. B. The Purchaser shall have the right, at its sole cost and expense, to have the title to the Property examined by a reputable title company authorized to do business in the State of New Jersey within forty-five (45) days of the “Effective Date.” The Purchaser shall deliver a copy of the report of title within five (5) days of Purchaser’s receipt of such document to the State’s attorney but in no event later than the above forty-five (45) day period, together with written notice of any encumbrance, interest, or exception of title disclosed by the title report that would render title unmarketable pursuant to Section 4A hereof. Purchaser’s failure to obtain a title report or its failure to set forth in its notice to Seller any title question relating to the marketability of the Property, shall be deemed a waiver of each such title question or possible claim. If such marketable, insurable title cannot Permitted Exceptions) be conveyed by the State, the Purchaser shall have the option of taking such title as the State can convey without any abatement in the Purchase Price or declaring this Agreement null and void, without any and all other title and survey costs or expenses incurred by or further obligation on behalf of either party except that the Investor incident State shall promptly return the Deposit without interest to the Closing or in connection therewithPurchaser. 4.7 The Company shall have no obligation to cure or remove any Violations.

Condition of Title. 4.1 At ClosingA. The Premises shall be sold, the Leasehold Owner shall hold and title to the Property thereto conveyed, subject only to the following matters (collectively, the “Permitted Exceptions”): (i) the The matters set forth in Schedule B of that certain Commitment for Title Insurance issued by Xxxxxxx Title Guaranty Company (the on Exhibit “Title Insurer4(A)(i)”) on December 22, 2015 under Title No. MTAIL-107553 (the “Title Commitment”); (ii) any The Leases and all violations the rights of law, rules, regulations, ordinances, orders or requirements noted in or issued by any Federal, state, county, municipal or other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any ViolationsTenants; (iii) All Violations (hereinafter defined); except that Seller shall tender payment at Closing to Title Insurer to pay to the appropriate governmental agency any and all fines, fees, penalties, and interest imposed with respect to such Violations through the Closing Date. (iv) All present and future zoning, building, land use, environmental and other laws, ordinances, codes, restrictions restrictions, rules and regulations or other legal requirements of all Governmental Authorities governmental authorities having jurisdiction with respect to the PropertyPremises, including, without limitation, landmark designations and all zoning variances and special exceptions, if any; (ivv) all Liens, encumbrances, violations and defects (including, without limitation, any mechanics and/or materialmen’s lien or any judgment arising as a result thereof), removal of which is an obligation of a Tenant; (vi) All presently existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable as of the date of the Closing, subject to adjustment as calculated in accordance with Section 14.4 hereofhereinbelow provided; (vvii) all All covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property Premises which are either (a) presently existing or (b) granted to a public utility in the ordinary course, provided that, solely with respect to this clause (b), that the same shall not have a material adverse effect on the use of the Property Premises for its current use; (viviii) state Statement of facts shown on or the survey, dated August 16, 1957, prepared by survey entitled “South Riverside ProjectXxxxxxx X. Xxxxxxx, B&C Project No. 201403259-001” (the “Survey”)as updated on June 6, 2013 by visual examination by Xxxx X. Xxxxxx – X.X. Xxxxxxx, Inc. and any additional facts which would be shown on or by an accurate current survey of the Property (collectively, “Facts”)Premises, provided that, solely with respect to that such additional Facts, the same facts shall not have a material adverse effect on the use of the Property Premises for its current use; (viiix) The Surviving Contracts; (x) Consents by any former owner of the Land for the erection of any structure or structures on, under or above any street or streets on which the Land may abut; 18848190v.10 (xi) Possible encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvementsBuilding, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viiixii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations Variations between tax lot lines and lines or of record title; (xxiii) standard Standard exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xixiv) any Any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens entered into by, or arising from, any financing statements filed on a day more than five (5) years prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the PropertyPremises, provided that the Title Insurer shall remove them as exceptions from the title insurance policy to be issued to Purchaser at Closing or shall affirmatively insure over them at regular rates; (xiixv) the Ground Lease; (xiii) any Any lien or encumbrance arising out of the acts or omissions of Purchaser; (xvi) Subject to the Investorterms of this Agreement, any other matter which the Title Insurer may raise as an exception to title, provided the Title Insurer will either omit or affirmatively insure against collection or enforcement of same out of the Premises and/or that no prohibition of present use or maintenance of the Premises will result therefrom, as may be applicable; (xvii) Any encumbrance that will be extinguished upon conveyance of the Property to Purchaser, provided that the Title Insurer shall remove them as exceptions from the title insurance policy to be issued to Purchaser at Closing or shall affirmatively insure over them; and (xivxviii) any other matter which, pursuant to the terms of this Agreement, is expressly deemed a Permitted Exceptionpermitted condition of the transaction contemplated by this Agreement. 4.2 The Investor acknowledges receipt of B. Title to the Premises shall be such title as the Title Commitment. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any matters set forth in the Title Commitment, and all such exceptions and other matters disclosed therein Insurer shall be deemed Permitted Exceptions. If exceptions prepared to title (eachinsure, an “Update Exception”) appear on any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Investor shall notify the Company of any objection it has to any of the Update Exceptions (the “Title Objections”) within the earlier of five (5) business days after Investor receives such Continuation and the last business day prior subject to the Closing Date, time being of the essence (the “Update Objection Period”). If the Investor fails to deliver such objection notice within such Update Objection Period, Investor shall be deemed to have waived its right to object to any Update Permitted Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Period, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) to acquire an interest in the Company subject to any such Title Objections, without any abatement of the Investor Capital Contribution, and such Title Objections shall be deemed Permitted Exceptions. If the Investor shall fail to notify the Company of such election within such five (5) business day period, time being of the essence, the Investor shall be deemed to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day periodArticle 13 hereof. 4.3 Notwithstanding anything to the contrary in this Section 4, the Company shall be required to remove any Title Objections (i) which were created, consented to or affirmatively permitted by the Company, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) which are not covered by sub-clause (i) above and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions of the Fee Owner or any Title Objections, the removal of which, are Fee Owner’s obligation under the Ground Lease. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure the Investor against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Property, in which event such Title Objections shall be deemed Permitted Exceptions. 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance to be issued insuring Leasehold Owner’s title to the Property to the date of Closing, as well as all other title charges, bring-to-date fees, endorsements (including the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptions) and any and all other title and survey costs or expenses incurred by or on behalf of the Investor incident to the Closing or in connection therewith. 4.7 The Company shall have no obligation to cure or remove any Violations.

Condition of Title. 4.1 At Closing, the Leasehold Owner shall hold 5.1. The following conditions concerning title to the Property shall exist at the time of Closing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon and subject only to the following matters satisfaction (or written waiver by Purchaser) of each such condition: 5.1.1. Title to the entire Property shall be (and is required to be) good of record and in fact, marketable, and free and clear of all liens, encumbrances, leases, tenancies, and occupancies, except for: (i) customary rights of way and/or easements to public authorities and/or public-regulated utility companies for public street purposes or fire lanes or for utilities or utilities installations; provided that, none of the same, in Purchaser's opinion, interfere with or adversely affect Purchaser's ownership, operation, use or resale of the entire Property; (ii) then-current real estate taxes and assessments and sewer and water charges not yet due and payable; (iii) those occupancy leases listed on the rent roll attached hereto as Exhibit L, and any leases of tenants entered into after the rent roll was prepared and shown on the updated rent roll to be delivered at Closing pursuant to Section 9.2, which comply with the covenant set forth in Paragraph 16.3 hereof; (iv) the Permitted Title and Survey Exceptions; (v) an agreement with the Federal Housing Commission requiring the Property to be maintained as rental housing until April 1, 1998; and (vi) any other exceptions or survey matter waived in writing by Purchaser (collectively, the “"Permitted Exceptions”):"). 5.1.2. Title to the entire Property shall be insurable, in an amount not less than the Purchase Price of the Property, by Title Company, at standard rates and without the payment of any special premium, under the current ALTA standard full coverage owner's title insurance policy form, which shall contain no Schedule B-1 exceptions, except for the Permitted Exceptions. 5.2. In the event that title to the entire Property at Closing is not as required pursuant to the terms and provisions of Section 5.1 above, then Purchaser shall have the option, in its sole discretion, exercised by written notice to the Seller, to: (i) the matters set forth in Schedule B of that certain Commitment for Title Insurance issued by Xxxxxxx Title Guaranty Company (the “Title Insurer”) on December 22, 2015 under Title No. MTAIL-107553 (the “Title Commitment”); (ii) any waive such defects and all violations of law, rules, regulations, ordinances, orders or requirements noted in or issued by any Federal, state, county, municipal or other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise proceed to any Violations; (iii) all present and future zoning, building, environmental and other laws, ordinances, codes, restrictions and regulations of all Governmental Authorities having jurisdiction with respect to the Property, including, without limitation, landmark designations and all zoning variances and special exceptions, if any; (iv) all presently existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable as of the date of the Closing, subject to adjustment as calculated Closing in accordance with Section 14.4 hereof; (v) all covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property which are either (a) presently existing or (b) granted to a public utility in the ordinary course, provided that, solely with respect to this clause (b), the same shall not have a material adverse effect on the use of the Property for its current use; (vi) state of facts shown on or by survey entitled “South Riverside Project, B&C Project No. 201403259-001” (the “Survey”), and any additional facts which would be shown on or by an accurate current survey of the Property (collectively, “Facts”), provided that, solely with respect to such additional Facts, the same shall not have a material adverse effect on the use of the Property for its current use; (vii) encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvements, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations between tax lot lines and lines or record title; (x) standard exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xi) any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens entered into by, or arising from, any financing statements filed on a day more than five (5) years prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the Property; (xii) the Ground Lease; (xiii) any lien or encumbrance arising out of the acts or omissions of the Investor; and (xiv) any other matter which, pursuant to the terms of this Agreement, is expressly deemed a Permitted Exception. 4.2 The Investor acknowledges receipt of the Title Commitment. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any matters set forth in the Title Commitment, and all such exceptions and other matters disclosed therein shall be deemed Permitted Exceptions. If exceptions to title (each, an “Update Exception”) appear on any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Investor shall notify the Company of any objection it has to any of the Update Exceptions (the “Title Objections”) within the earlier of five (5) business days after Investor receives such Continuation and the last business day prior to the Closing Date, time being of the essence (the “Update Objection Period”). If the Investor fails to deliver such objection notice within such Update Objection Period, Investor shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Period, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) to acquire an interest in the Company subject to any such Title Objectionsterminate this Agreement, without any abatement obtain a refund of the Investor Capital ContributionEarnest Money and return to Sellxx xxx documents related to the Property delivered to Purchaser by Seller, and such Title Objections whereupon all parties hereto shall be deemed Permitted Exceptionsthereupon relieved from any further liability or obligation hereunder (except with respect to those provisions hereof that are expressly intended to survive the termination of this Agreement as set forth herein); or (iii) delay the Closing hereunder for up to thirty (30) days to enable Seller to cure the title defect (provided that Seller shall not be obligated to cure such title defect). If In the Investor shall fail to notify the Company of such election within such five (5) business day period, time being of the essence, the Investor shall be deemed to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day period. 4.3 Notwithstanding anything event Seller advises Purchaser by written notice at or prior to the contrary in this Section 4date closing would have occurred absent such failed condition that Seller elects not to cure the title defect, the Company then Purchaser shall be required to remove any Title Objections (i) which were created, consented to or affirmatively permitted by the Company, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval exercise either of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) which are not covered by sub-clause (i) above and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations remedies set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions of the Fee Owner or any Title Objections, the removal of which, are Fee Owner’s obligation under the Ground Lease. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure the Investor against collection within five (5) days following receipt of such liens and/or encumbrances, including interest and penalties, out of or against the Property, in which event such Title Objections shall be deemed Permitted Exceptionsnotice. 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance 5.3. Seller agrees to be issued insuring Leasehold Owner’s convey fee simple title to the Property to Purchaser by special warranty deed (the date of Closing, as well as all other title charges, bring-to-date fees, endorsements (including the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptions"Deed") and any and all other title and survey costs or expenses incurred by or on behalf of the Investor incident in recordable form subject only to the Closing or Permitted Exceptions and those exceptions otherwise waived by Purchaser in connection therewithwriting. 4.7 The Company shall have no obligation to cure or remove any Violations.

Condition of Title. 4.1 At Closing, the Leasehold Owner Wingfoot shall hold convey, and Greeley agrees to accept, title to the Property Access Easement free and clear of all liens and encumbrances subject only to each of the following matters (collectively, the “Permitted Exceptions”): (i) the matters set forth in Schedule B of that certain Commitment for Title Insurance issued by Xxxxxxx Title Guaranty Company (the “Title Insurer”) on December 22A. All covenants, 2015 under Title No. MTAIL-107553 (the “Title Commitment”); (ii) any and all violations of laweasements, rules, regulations, ordinances, orders or requirements noted in or issued by any Federal, state, county, municipal or other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations; (iii) all present and future zoning, building, environmental and other laws, ordinances, codesagreements, restrictions and regulations of all Governmental Authorities having jurisdiction with respect to the Property, including, without limitation, landmark designations and all zoning variances and special exceptions, if any; (iv) all presently existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable as of the date of the Closing, subject to adjustment as calculated in accordance with Section 14.4 hereof; (v) all covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property which are either (a) presently existing or (b) granted to a public utility in the ordinary course, provided that, solely with respect to this clause (b), the same shall not have a material adverse effect on the use of the Property for its current use; (vi) state of facts shown on or by survey entitled “South Riverside Project, B&C Project No. 201403259-001” (the “Survey”), and any additional facts which would be shown on or by an accurate current survey of the Property (collectively, “Facts”), provided that, solely with respect to such additional Facts, the same shall not have a material adverse effect on the use of the Property for its current use; (vii) encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvements, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations between tax lot lines and lines or record title; (x) standard exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xi) any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens entered into by, or arising from, any financing statements filed on a day more than five (5) years prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the Property; (xii) the Ground Lease; (xiii) any lien or encumbrance arising out of the acts or omissions of the Investor; and (xiv) any other matter which, pursuant to the terms of this Agreement, is expressly deemed a Permitted Exception. 4.2 The Investor acknowledges receipt of the Title Commitment. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any matters recorded documents set forth in the Title Commitment, and all such exceptions EXCEPT FOR: (i) mortgages, mechanic’s liens and other matters disclosed therein financial encumbrances created by Wingfoot, which shall be deemed Permitted Exceptions. If exceptions discharged or, in the event of a mechanic’s lien, otherwise bonded off through a surety bond at Closing by Wingfoot and (ii) easements, rights of way, servitudes, licenses, permits, orders, authorizations, franchises, and related instruments or rights relating to title (eachthe ownership, an “Update Exception”) appear on any update operation, or continuation use of the Commitment Access Easement, that (each x) Greeley has disapproved of as Disapproved Matters which Wingfoot has committed to Cure or (y) individually or in the aggregate have a “Continuation”) which are not Permitted ExceptionsMaterial Adverse Effect on the Access Easement as of the Closing Date, Investor shall notify EXCEPT to the Company of any objection it has to extent any of the Update Exceptions (foregoing were created by Greeley or arose out of Greeley’s access to or use of the “Title Objections”) within Assets. B. General property taxes, if applicable, for the earlier year of five (5) business days after Investor receives the Closing, provided that such Continuation and the last business day prior taxes shall be prorated to the Closing Date, time being as provided in Section 7.1 (Prorations) below. C. Approvals, consents, notices, filings, permits, or other actions by or from a governmental authority or third party in connection with the contemplated sale or conveyance of the essence (Assets under this Agreement prior to Closing, EXCEPT FOR such approvals, consents, notices, filings, permits, or other actions by or from a governmental authority or third party, individually or in the “Update Objection Period”). If aggregate, that as of the Investor fails Closing Date have a Material Adverse Effect on the Assets. D. Rights reserved to deliver or vested in any governmental authority to control or regulate any of the Assets in any manner, and all obligations and duties under all applicable laws or under any franchise, grant, license, or permit issued by any such objection notice within such Update Objection Periodgovernmental authority. E. Any Disapproved Matter that becomes a Permitted Exception in accordance with the terms of this Agreement. F. Any other matter created by or through Greeley or arising out of Greeley’s ownership of or access to or use of the Assets including, Investor shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Periodwithout limitation, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) to acquire an interest in the Company subject to any such Title Objections, without any abatement of the Investor Capital Contribution, and such Title Objections shall be deemed Permitted Exceptions. If the Investor shall fail to notify the Company of such election within such five (5) business day period, time being of the essence, the Investor shall be deemed to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day period. 4.3 Notwithstanding anything to the contrary in this Section 4, the Company shall be required to remove any Title Objections (i) which were created, consented to or affirmatively permitted by the Company, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) which are not covered by sub-clause (i) above and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions of the Fee Owner or any Title Objections, the removal of which, are Fee Owner’s obligation under the Ground Lease. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure the Investor against collection of such liens and/or encumbrances, including interest and penalties, matter arising out of or against the Property, in which event such Title Objections shall be deemed Permitted Exceptions. 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance to be issued insuring Leasehold Owner’s title to the Property to the date of Closing, as well as all other title charges, bring-to-date fees, endorsements (including the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptions) and any and all other title and survey costs or expenses incurred inspections conducted by or on behalf for the benefit of Greeley during the Investor incident to the Closing or in connection therewithInspection Period. 4.7 The Company shall have no obligation to cure or remove any Violations.

Condition of Title. 4.1 At Closing(i) On the Purchase Closing Date, the Leasehold Owner shall hold title to the Property Premises shall be conveyed free and clear of all liens, tenancies and encumbrances, subject only to the following matters (collectively, the “Permitted Exceptions”): (ia) the those matters set forth in on Schedule B of that certain Commitment for Title Insurance issued 1 attached hereto and incorporated herein by Xxxxxxx Title Guaranty Company (the “Title Insurer”) on December 22, 2015 under Title No. MTAIL-107553 (the “Title Commitment”)this reference; (iib) any and all violations the state of law, rules, regulations, ordinances, orders or requirements noted in or issued facts shown on the survey prepared by any Federal, state, county, municipal or other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations[__________________] dated [______________]; (iiic) all present and future zoning, building, environmental and other laws, ordinances, codes, restrictions and regulations of all Governmental Authorities governmental authorities having jurisdiction with respect to the PropertyPremises, including, without limitation, landmark designations and all zoning variances and special exceptions, if any; (ivd) all presently existing and future liens for unpaid of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer charges taxes, rents and charges, if any, provided that such items are not yet due and payable as of the date of the Purchase Closing, subject to adjustment as calculated in accordance with Section 14.4 hereofhereinbelow provided; (ve) all covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property Premises which are either (ai) presently existing or (bii) granted to a public utility in the ordinary course, provided that, solely with respect to this clause (b), that the same shall not have a material any adverse effect (other than to a de minimis extent) on the use or occupancy of the Property for its current usePremises; (vi) state of facts shown on or by survey entitled “South Riverside Project, B&C Project No. 201403259-001” (the “Survey”), and any additional facts which would be shown on or by an accurate current survey of the Property (collectively, “Facts”), provided that, solely with respect to such additional Facts, the same shall not have a material adverse effect on the use of the Property for its current use; (vii) encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvements, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations between tax lot lines and lines or record title; (xf) standard pre-printed exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xi) any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens entered into by, or arising from, any financing statements filed on a day more than five (5) years prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the Property; (xii) the Ground Lease; (xiiig) any lien or encumbrance arising out of the acts or wrongful omissions of Optionee; (h) any encumbrance that will be extinguished upon conveyance of the InvestorPremises to Optionee, provided that the Title Insurer shall remove any such encumbrance as an exception from the title insurance policy to be issued to Optionee at the Purchase Closing at no additional cost to Optionee (or with Optionor paying any such cost); and (xivi) any other matter which, pursuant to the terms of this Agreementthe Agreement or these Purchase Option Terms, is expressly deemed a Permitted Exception. 4.2 The Investor acknowledges receipt of the Title Commitment. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any matters set forth in the Title Commitment, and all such exceptions and other matters disclosed therein shall be deemed Permitted Exceptions. If exceptions to title (each, an “Update Exception”) appear on any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Investor shall notify the Company of any objection it has to any of the Update Exceptions (the “Title Objections”) within the earlier of five (5) business days after Investor receives such Continuation and the last business day prior to the Closing Date, time being of the essence (the “Update Objection Period”). If the Investor fails to deliver such objection notice within such Update Objection Period, Investor shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Period, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) At the Purchase Closing, good and insurable title to acquire an interest in the Company subject to any such Title Objections, without any abatement of the Investor Capital Contribution, and such Title Objections Premises shall be deemed Permitted Exceptions. If the Investor shall fail conveyed to notify the Company of such election within such five (5) business day periodOptionee in fee simple absolute, time being of the essence, the Investor shall be deemed subject only to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day period. 4.3 Notwithstanding anything to the contrary in this Section 4, the Company shall be required to remove any Title Objections (i) which were created, consented to or affirmatively permitted by the Company, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) which are not covered by sub-clause (i) above and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions of the Fee Owner or any Title Objections, the removal of which, are Fee Owner’s obligation under the Ground Lease. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure the Investor against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Property, in which event such Title Objections shall be deemed Permitted Exceptions. 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance to be issued insuring Leasehold Owner’s title to the Property to the date of Closing, as well as all other title charges, bring-to-date fees, endorsements (including the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptions) and any and all other title and survey costs or expenses incurred by or on behalf of the Investor incident to the Closing or in connection therewith. 4.7 The Company shall have no obligation to cure or remove any Violations.

Condition of Title. 4.1 At Closing(i) On the Purchase Closing Date, the Leasehold Owner shall hold title to the Property Premises shall be conveyed free and clear of all liens, tenancies and encumbrances, subject only to the following matters (collectively, the “Permitted Exceptions”): (ia) the those matters set forth in on Schedule B of that certain Commitment for Title Insurance issued 1 attached hereto and incorporated herein by Xxxxxxx Title Guaranty Company (the “Title Insurer”) on December 22, 2015 under Title No. MTAIL-107553 (the “Title Commitment”)this reference; (iib) any and all violations the state of law, rules, regulations, ordinances, orders or requirements noted in or issued facts shown on the survey prepared by any Federal, state, county, municipal or other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations[ ] dated [ ]; (iiic) all present and future zoning, building, environmental and other laws, ordinances, codes, restrictions and regulations of all Governmental Authorities governmental authorities having jurisdiction with respect to the PropertyPremises, including, without limitation, landmark designations and all zoning variances and special exceptions, if any; (ivd) all presently existing and future liens for unpaid of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer charges taxes, rents and charges, if any, provided that such items are not yet due and payable as of the date of the Purchase Closing, subject to adjustment as calculated in accordance with Section 14.4 hereofhereinbelow provided; (ve) all covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property Premises which are either (ai) presently existing or (bii) granted to a public utility in the ordinary course, provided that, solely with respect to this clause (b), that the same shall not have a material any adverse effect (other than to a de minimis extent) on the use or occupancy of the Property for its current usePremises; (vi) state of facts shown on or by survey entitled “South Riverside Project, B&C Project No. 201403259-001” (the “Survey”), and any additional facts which would be shown on or by an accurate current survey of the Property (collectively, “Facts”), provided that, solely with respect to such additional Facts, the same shall not have a material adverse effect on the use of the Property for its current use; (vii) encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvements, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations between tax lot lines and lines or record title; (xf) standard pre-printed exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xi) any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens entered into by, or arising from, any financing statements filed on a day more than five (5) years prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the Property; (xii) the Ground Lease; (xiiig) any lien or encumbrance arising out of the acts or wrongful omissions of Optionee; (h) any encumbrance that will be extinguished upon conveyance of the InvestorPremises to Optionee, provided that the Title Insurer shall remove any such encumbrance as an exception from the title insurance policy to be issued to Optionee at the Purchase Closing at no additional cost to Optionee (or with Optionor paying any such cost); and (xivi) any other matter which, pursuant to the terms of this Agreementthe Agreement or these Purchase Option Terms, is expressly deemed a Permitted Exception. 4.2 The Investor acknowledges receipt of the Title Commitment. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any matters set forth in the Title Commitment, and all such exceptions and other matters disclosed therein shall be deemed Permitted Exceptions. If exceptions to title (each, an “Update Exception”) appear on any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Investor shall notify the Company of any objection it has to any of the Update Exceptions (the “Title Objections”) within the earlier of five (5) business days after Investor receives such Continuation and the last business day prior to the Closing Date, time being of the essence (the “Update Objection Period”). If the Investor fails to deliver such objection notice within such Update Objection Period, Investor shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Period, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) At the Purchase Closing, good and insurable title to acquire an interest in the Company subject to any such Title Objections, without any abatement of the Investor Capital Contribution, and such Title Objections Premises shall be deemed Permitted Exceptions. If the Investor shall fail conveyed to notify the Company of such election within such five (5) business day periodOptionee in fee simple absolute, time being of the essence, the Investor shall be deemed subject only to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day period. 4.3 Notwithstanding anything to the contrary in this Section 4, the Company shall be required to remove any Title Objections (i) which were created, consented to or affirmatively permitted by the Company, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) which are not covered by sub-clause (i) above and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions of the Fee Owner or any Title Objections, the removal of which, are Fee Owner’s obligation under the Ground Lease. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure the Investor against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Property, in which event such Title Objections shall be deemed Permitted Exceptions. 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance to be issued insuring Leasehold Owner’s title to the Property to the date of Closing, as well as all other title charges, bring-to-date fees, endorsements (including the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptions) and any and all other title and survey costs or expenses incurred by or on behalf of the Investor incident to the Closing or in connection therewith. 4.7 The Company shall have no obligation to cure or remove any Violations.

Condition of Title. 4.1 At the Closing, the Leasehold Owner Seller shall hold convey to Buyer marketable and insurable fee simple title to the Real Property by grant deed (the “Deed”), subject only to: (i) liens to secure payment of real estate taxes and assessments not delinquent (subject to proration at Closing); (ii) applicable zoning and use laws, ordinances, rules and regulations of any municipality, township, county, state or other governmental agency or authority; (iii) all matters that would be disclosed by an updated survey of the Real Property; (iv) a standard exclusion from Buyer’s Title Policy for matters that are actually known to Buyer and not disclosed to the following Title Company, provided that the foregoing shall not mean or imply that title will be conveyed to or accepted by Buyer subject to (A) any matters shown on the current or any previous preliminary reports received by Buyer but not included in the approved exceptions listed in clause (collectivelyviii) below, (B) any Removal Items or other matters that Seller is required, pursuant to this Agreement or any other document contemplated by this Agreement, to remove; (v) any exceptions or matters created by Buyer, its agents, employees or representatives; (vi) any documents required to be recorded to satisfy the Subdivision Condition as approved by Seller and Buyer pursuant to Article 6, (vii) any documents required to be recorded to satisfy any other conditions set forth in this Agreement; (viii) the exceptions identified as items numbered 1 through 9, and 12 through 21 on the Preliminary Report for the Property dated April 7, 2008 prepared by the Title Company and attached hereto as Exhibit G, (ix) any matters depicted on the survey provided by Seller pursuant to Section 4.1.2; and (x) such other exceptions as Buyer may approve in writing pursuant to Section 7.2. The foregoing exceptions to title are referred to collectively as the “Permitted Exceptions.”): (i) the matters set forth in Schedule B of that certain Commitment for Title Insurance issued by Xxxxxxx Title Guaranty Company (the “Title Insurer”) on December 22, 2015 under Title No. MTAIL-107553 (the “Title Commitment”); (ii) any and all violations of law, rules, regulations, ordinances, orders or requirements noted in or issued by any Federal, state, county, municipal or other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations; (iii) all present and future zoning, building, environmental and other laws, ordinances, codes, restrictions and regulations of all Governmental Authorities having jurisdiction with respect to the Property, including, without limitation, landmark designations and all zoning variances and special exceptions, if any; (iv) all presently existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable as of the date of the Closing, subject to adjustment as calculated in accordance with Section 14.4 hereof; (v) all covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property which are either (a) presently existing or (b) granted to a public utility in the ordinary course, provided that, solely with respect to this clause (b), the same shall not have a material adverse effect on the use of the Property for its current use; (vi) state of facts shown on or by survey entitled “South Riverside Project, B&C Project No. 201403259-001” (the “Survey”), and any additional facts which would be shown on or by an accurate current survey of the Property (collectively, “Facts”), provided that, solely with respect to such additional Facts, the same shall not have a material adverse effect on the use of the Property for its current use; (vii) encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvements, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations between tax lot lines and lines or record title; (x) standard exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xi) any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens entered into by, or arising from, any financing statements filed on a day more than five (5) years prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the Property; (xii) the Ground Lease; (xiii) any lien or encumbrance arising out of the acts or omissions of the Investor; and (xiv) any other matter which, pursuant to the terms of this Agreement, is expressly deemed a Permitted Exception. 4.2 The Investor acknowledges receipt of the Title Commitment. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any matters set forth in the Title Commitment, and all such exceptions and other matters disclosed therein shall be deemed Permitted Exceptions. If exceptions to title (each, an “Update Exception”) appear on any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Investor shall notify the Company of any objection it has to any of the Update Exceptions (the “Title Objections”) within the earlier of five (5) business days after Investor receives such Continuation and the last business day prior to the Closing Date, time being of the essence (the “Update Objection Period”). If the Investor fails to deliver such objection notice within such Update Objection Period, Investor shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Period, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) to acquire an interest in the Company subject to any such Title Objections, without any abatement of the Investor Capital Contribution, and such Title Objections shall be deemed Permitted Exceptions. If the Investor shall fail to notify the Company of such election within such five (5) business day period, time being of the essence, the Investor shall be deemed to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day period. 4.3 Notwithstanding anything to the contrary in this Section 4, the Company shall be required to remove any Title Objections (i) which were created, consented to or affirmatively permitted by the Company, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) which are not covered by sub-clause (i) above and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions of the Fee Owner or any Title Objections, the removal of which, are Fee Owner’s obligation under the Ground Lease. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure the Investor against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Property, in which event such Title Objections shall be deemed Permitted Exceptions. 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance to be issued insuring Leasehold Owner’s title to the Property to the date of Closing, as well as all other title charges, bring-to-date fees, endorsements (including the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptions) and any and all other title and survey costs or expenses incurred by or on behalf of the Investor incident to the Closing or in connection therewith. 4.7 The Company shall have no obligation to cure or remove any Violations.

Condition of Title. 4.1 At Closing, the Leasehold Owner Transferor shall hold be able to transfer fee simple title to (and, in the Property subject only to case of the Ground Lease Parcels, a leasehold estate in) each of the Properties without exception, condition, limitation, qualification or exclusion except for the following matters (collectively, the “"Permitted Exceptions”): "): (iA) the lien of property taxes and assessments, water rates, water meter charges, sewer rates, sewer charges and similar matters set forth in Schedule B which are not yet due and payable, so long as same are to be apportioned between Transferor and Transferee; (B) the rights of that certain Commitment for Title Insurance issued by Xxxxxxx Title Guaranty Company the Tenants under the Leases as tenants only; (C) the “Title Insurer”) on December 22Existing Mortgages, 2015 under Title No. MTAIL-107553 (the “Title Commitment”); (iiD) any item (excluding monetary liens and all violations of law, rules, regulations, ordinances, orders or requirements noted in or issued by any Federal, state, county, municipal or mortgages (other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”than the Existing Mortgages)) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations; (iii) all present and future zoning, building, environmental and other laws, ordinances, codes, restrictions and regulations of all Governmental Authorities having jurisdiction with respect to the Property, including, without limitation, landmark designations and all zoning variances and special exceptions, if any; (iv) all presently that is an encumbrance existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable as of on the date of this Agreement, (E) any other item (excluding monetary liens and mortgages (other than the ClosingExisting Mortgages)) voluntarily created or consented to by Transferor without violating any of the covenants in Article V, subject (F) any other item (excluding monetary liens and mortgages (other than the Existing Mortgages)) which does not materially adversely affect the ability to adjustment as calculated in accordance with Section 14.4 hereof; (v) all covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property which are either (a) presently existing or (b) granted to a public utility in the ordinary course, provided that, solely with respect to this clause (b), the same shall not have a material adverse effect on the use of the Property for its current use; (vi) state or intended purpose or materially adversely affect the value of facts shown on or by survey entitled “South Riverside Project, B&C Project No. 201403259-001” (the “Survey”)any Property, and any additional facts which would be shown on or by an accurate current survey of the Property (collectively, “Facts”), provided that, solely with respect to G) such additional Facts, title matters as to which Transferee does not object as described below. On or before the same shall not have date occurring 30 days following Transferee's receipt of a material adverse effect on title report (which Transferee agrees to order promptly after the use of the Property for its current use; (vii) encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvements, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations between tax lot lines and lines or record title; (x) standard exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xi) any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens entered into by, or arising from, any financing statements filed on a day more than five (5) years prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the Property; (xii) the Ground Lease; (xiii) any lien or encumbrance arising out of the acts or omissions of the Investor; and (xiv) any other matter which, pursuant to the terms execution of this Agreement), is expressly deemed a Permitted Exception. 4.2 The Investor acknowledges receipt Transferee shall advise Transferor in writing of all title matters disclosed on such title report, as the Title Commitment. Except as otherwise expressly provided in this Agreementcase may be, the Company which Transferee finds objectionable (it being understood that Transferee shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any the matters set forth described in items (A) through (F) of the Title Commitment, definition of Permitted Exceptions). Any title matter as to which Transferee does not timely so object (excluding mortgages and liens (other than those described in items (A) and (F) of the definition of Permitted Exceptions) which shall in all such exceptions and other matters disclosed therein shall events be deemed to have been objected to by Transferee) shall thereafter be deemed a "Permitted Exceptions. If exceptions to title (each, an “Update Exception”) appear on any update ." On or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Investor shall notify the Company of any objection it has to any of the Update Exceptions (the “Title Objections”) within the earlier of five (5) business days after Investor receives such Continuation and the last business day prior to the Closing Date, time being Transferor shall (i) cause to be discharged of the essence (the “Update Objection Period”). If the Investor fails to deliver such objection notice within such Update Objection Periodrecord all liens, Investor shall be deemed to have waived its right to object to any Update Exceptions (encumbrances and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Period, any Update Exceptions other title exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) to acquire an interest in the Company subject to any such Title Objections, without any abatement of the Investor Capital Contribution, Exceptions and such Title Objections shall be deemed Permitted Exceptions. If the Investor shall fail to notify the Company of such election within such five (5) business day period, time being of the essence, the Investor shall be deemed to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day period. 4.3 Notwithstanding anything to the contrary in this Section 4, the Company shall be required to remove any Title Objections (i) which were created, or consented to to, by Transferor or affirmatively permitted by the Companyany Affiliate of Transferor (collectively, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed"Voluntary Encumbrances") and (ii) cause to be discharged of record all liens, encumbrances and other title exceptions which are not covered by sub-clause (i) above Permitted Exceptions and which are not Voluntary Encumbrances, but which can be satisfied and discharged of record solely by the payment of a liquidated sum in an aggregate amount not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions of the Fee Owner or any Title Objections, the removal of which, are Fee Owner’s obligation under the Ground Lease. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure the Investor against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Property, in which event such Title Objections shall be deemed Permitted Exceptions20,000,000.00. 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance to be issued insuring Leasehold Owner’s title to the Property to the date of Closing, as well as all other title charges, bring-to-date fees, endorsements (including the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptions) and any and all other title and survey costs or expenses incurred by or on behalf of the Investor incident to the Closing or in connection therewith. 4.7 The Company shall have no obligation to cure or remove any Violations.

Condition of Title. 4.1 At ClosingThe Property shall be conveyed to Buyer by Seller by grant deed, in the Leasehold Owner shall hold title to form customarily used by Escrow Holder in the Property County ("Grant Deed"), subject only to the following matters (collectivelya lien to secure payment of real estate taxes and assessments, the “Permitted Exceptions”): (i) the matters set forth in Schedule B of that certain Commitment for Title Insurance issued by Xxxxxxx Title Guaranty Company (the “Title Insurer”) on December 22, 2015 under Title No. MTAIL-107553 (the “Title Commitment”); not delinquent; (ii) any and all violations the lien of lawsupplemental taxes, rules, regulations, ordinances, orders or requirements noted in or issued by any Federal, state, county, municipal or other department or governmental agency (each a “Governmental Authority” and collectively “Governmental Authorities”) having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations; not delinquent; (iii) all present matters apparent from an inspection of the Property and future zoningall other title matters affecting the Property created by or with the written consent of Buyer; (iv) exceptions to title approved and/or accepted by Buyer in accordance with this Agreement (including the Approved Exceptions referenced in this Section 5 below, buildingand the Declaration referenced in Section 7(a)(ii) below), environmental and other (v) all applicable laws, ordinances, codesrules and governmental regulations (including, restrictions but not limited to those relative to building, zoning and regulations land use) affecting the development, use, occupancy or enjoyment of all Governmental Authorities having jurisdiction with respect to the Property, including, without limitation, landmark designations ; and all zoning variances and special exceptions(vi) the lease or leases, if any; any (iv) all presently existing and future liens for unpaid real estate taxes and water and sewer charges not due and payable the "Leases"), that will encumber the Property as of the date Close of the ClosingEscrow, subject to adjustment as calculated in accordance with Section 14.4 hereof; (v) all covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property which are either listed on Exhibit C and by this reference incorporated herein (acollectively, "Approved Condition of Title"). Buyer has received and reviewed (i) presently existing or (b) granted to a public utility in the ordinary coursethat certain Preliminary Report issued by First American Title Insurance Company, provided thatdated May 30, solely with respect to this clause (b)2002, the same shall not have a material adverse effect on the use of the Property for its current use; (vi) state of facts shown on or by survey entitled “South Riverside Project, B&C Project No. 201403259-001” issued under Order No.909591 (the “Survey”"Preliminary Report"), and any additional facts which would be shown on all documents, whether recorded or by an accurate current survey of the Property (collectivelyunrecorded, “Facts”), provided that, solely with respect referred to such additional Facts, the same shall not have a material adverse effect on the use of the Property for its current use; (vii) encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting, sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners and the like, if any, on, under or above any street or highway, the improvements, or any adjoining property, provided that the same are shown on the Survey and shall not have a material adverse effect on the use of the Property for its current use; (viii) consents by any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, if any; (ix) variations between tax lot lines and lines or record title; (x) standard exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Title Insurer; (xi) any financing statementsPreliminary Report, chattel mortgagesand Buyer hereby approves all exceptions shown thereon, encumbrances or mechanics’ or other liens entered into byexcept for Exception Nos. ________, or arising from, any financing statements filed on a day more than five (5) years which Seller shall endeavor to remove prior to the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the Property; (xii) the Ground Lease; (xiii) any lien or encumbrance arising out Close of the acts or omissions of the InvestorEscrow; and (xiv) any other matter which, pursuant to the terms of this Agreement, is expressly deemed a Permitted Exception. 4.2 The Investor acknowledges receipt of the Title Commitment. Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to remove any exception to title. Investor unconditionally waives any right to object to any matters set forth in the Title Commitment, and all such exceptions and other matters disclosed therein shall be deemed Permitted Exceptions. If exceptions to title (each, an “Update Exception”) appear on any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Investor shall notify the Company of any objection it has to any of the Update Exceptions (the “Title Objections”) within the earlier of five (5) business days after Investor receives such Continuation and the last business day prior to the Closing Date, time being of the essence (the “Update Objection Period”). If the Investor fails to deliver such objection notice within such Update Objection Period, Investor shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Exceptions). If the Investor shall deliver such objection notice within the Update Objection Period, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Exceptions. If the Company is unable, or elects not to attempt, in its sole discretion, to eliminate any Title Objections, or if the Investor elects to attempt to eliminate any Title Objections but is unable to do so or thereafter decides not to eliminate the same, Company shall so notify the Investor and, within five (5) business days after receipt of such notice from Company, the Investor shall elect either (i) to terminate this Agreement by notice given to Company (time being of the essence with respect to Investor’s notice), in which event the provisions of Section 11 of this Agreement shall apply, or (ii) to acquire an interest in the Company subject to any such Title Objections, without any abatement of the Investor Capital Contribution, and such Title Objections shall be deemed Permitted Exceptions. If the Investor shall fail to notify the Company of such election within such five (5) business day period, time being of the essence, the Investor shall be deemed to have elected clause (ii) above with the same force and effect as if the Investor had elected clause (ii) within such five (5) business day period. 4.3 Notwithstanding anything to the contrary in this Section 4, the Company shall be required to remove any Title Objections (i) which were created, consented to or affirmatively permitted by the Company, Leasehold Owner or their respective affiliates in writing after the Effective Date (other than with the approval of the Investor, which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) that certain ALTA Survey prepared by Xxxxx-Xxxxxxxx Engineering Group, dated June 2002, as job number 00-00-000 (the "ALTA Survey); such approved exceptions, together with the matters shown on the ALTA Survey and such additional exceptions as may arise prior to Close of Escrow but which are do not covered by sub-clause (i) above materially interfere with the Buyer's use and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in the aggregate for all Title Objections; provided, however, the obligations set forth in sub-clauses (i) and (ii) above shall not be deemed to apply to any Title Objections caused by the acts or omissions enjoyment of the Fee Owner or any Title Objections, Property following the removal Close of whichEscrow, are Fee Owner’s obligation under collectively referred to as the Ground Lease. Notwithstanding the foregoing, the Company, at its option in lieu of satisfying any Title Objections, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure the Investor against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Property, in which event such Title Objections shall be deemed Permitted "Approved Exceptions". 4.4 Deleted. 4.5 Deleted. 4.6 The Investor and the Members shall each pay fifty percent (50%) of the costs of examination of title and of a “bring down” of title insurance to be issued insuring Leasehold Owner’s title to the Property to the date of Closing, as well as all other title charges, bring-to-date fees, endorsements (including the cost of a non-imputation endorsement), survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptions) and any and all other title and survey costs or expenses incurred by or on behalf of the Investor incident to the Closing or in connection therewith. 4.7 The Company shall have no obligation to cure or remove any Violations.