Common use of Conveyance of Title Clause in Contracts

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If prior to the Closing, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveys.

Conveyance of Title. At ClosingThe Title Company shall be committed to issue an ALTA Standard Title Policy or, Seller shall convey and transferif requested by Optionee, or cause an ALTA Extended Title Policy (subject to be conveyed or transferredthe conditions set forth below) ("Title Policy"), with the liability in an amount equal to Buyer the Purchase Price of the Property subject to: (a) with respect to each Real Property other than standard printed exceptions contained in the Ground Lease Properties, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and Title Policy; (b) with respect to all county and city taxes, assessments, special taxes and bonds which are a lien not yet due and payable, (c) all covenants, conditions, restrictions, easements, reservations, rights, rights of way, encumbrances and other items shown on the Ground Lease Properties, Preliminary Report or any Supplemental Report which are Permitted Exceptions; (d) the leasehold Covenant and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease all matters shown on the Grant Deed; and (as defined in Section 4.2(be) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance exceptions caused by the Title Company acts and omissions of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies)Optionee. Except as provided below and in Section 4.6 hereof, the cost Optionee agrees that its receipt of the Title Policies Policy will fully satisfy any express or implied warranty by Owner as to the condition of title to the Property, and, if there are any title exceptions or defects, including liens, encumbrances, covenants, conditions, reservations, restrictions, rights-of-way or easements, which constitute a defect in title, Optionee shall look solely to the remedies available under the Title Policy, and Owner shall have no responsibility or liability therefor. If Optionee requests an ALTA Extended Title Policy, Optionee shall be paid by Seller. If prior solely responsible for satisfying all conditions to the Closingissuance of the ALTA Extended Title Policy, Buyer including obtaining any necessary survey, and for paying the premiums charged to issue the ALTA Extended Title Policy in excess of the premiums for an ALTA Standard Title Policy. In addition, Optionee's election to obtain an ALTA Extended Title Policy shall deliver to in no way delay the Closing Date. If, for any reason, Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of does not commit to issue to Optionee an ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in Policy on the applicable jurisdictions)Closing Date, then Buyer this Section 4.2.2 shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) deemed satisfied so long as Title Company is committed to issue to Optionee an ALTA Standard Title Policy. After the Closing is Feasibility Period, Optionee does not thereby delayed. Buyer shall pay have the additional premium for such policiesright to terminate this Agreement as a result of any items appearing in any ALTA report, including any endorsements thereto, and the cost of such New Surveyssurvey or inspection.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause transfer to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, Purchaser fee simple title to such Real the Property by execution as will enable the Title Company to issue to Purchaser an ALTA Owner's Policy of Title Insurance, Form B-1992 (the "Title Policy") covering the Land and delivery Improvements, in the full: amount of the Deeds Purchase Price with "extended coverage", the endorsements described in Exhibit 2.4 hereto and such other endorsements as Purchaser may reasonably require. The Title Company shall also obtain reinsurance agreements with direct access rights in such amounts and with such companies as may be reasonably satisfactory to Purchaser, provided the Title Company shall retain at least $30,000,000 of liability. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as defined tenants only, under the Leases and any new Leases entered into between the Effective Date and Closing and approved by Purchaser in Section 4.2(a) hereof) and accordance with the terms of this Agreement; payable as of the date of Closing; (b) with respect the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of closing; (c) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Ground Lease Properties, Property, (d) the leasehold and sub-subleasehold interests, as applicableitems listed on Exhibit 2,4(d) hereto; (e) items appearing in any later date to the Title Commitment or show later revision of the Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Section 2.5 hereof; and (f) acts of Purchaser and to such Ground Lease Properties parties acting by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If prior to the Closing, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysthrough Purchaser.

Conveyance of Title. At Closing, Seller shall convey good and transfermarketable, or cause to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Propertiesinsurable, fee simple title to such Real the Property to Buyer by execution special warranty deed, free and delivery clear of all easements, liens, encumbrances, covenants, reservations, and restrictions not of record, and any other matters specifically not objected to in writing by Buyer and except for Taxes for the Deeds current year (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Propertiesi.e., the leasehold year of Closing) which are not yet due and sub-subleasehold interests, payable and which shall be prorated between the parties at Closing as applicable, provided in and subject to such Ground Lease Properties by execution Section 8 (collectively the foregoing and delivery of an Assignment of Ground Lease any exceptions which shall not be objected to (pursuant to this Agreement and as defined in Section 4.2(bspecified herein) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance “Permitted Exceptions”). Seller covenants and agrees not to cause or permit any other defects in or liens, encumbrances, easements, restrictions or limitations upon Seller’s title to the Property (other than monetary encumbrances which are of a definite amount (not exceeding the Purchase Price and which shall be satisfied by Seller (which may be through use of closing proceeds) at or prior to Closing that are to or will arise from and after the Title Company Effective Date without the Buyer’s prior written consent, which shall be in Buyer’s sole commercially reasonable discretion, provided that any such matter caused or permitted by Seller which shall be extinguished on or before the Closing shall not require Buyer’s prior written consent. Seller shall immediately notify Buyer if Seller received actual notice of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (any such defect, lien, encumbrance, easement, restriction or their equivalent in limitation which violates the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount requirements of the Allocated Purchase Price for such Real Propertyimmediately preceding sentence. Seller shall convey good and marketable title to the Personal Property (if any) by an “as-is” quit-claim bill of sale, showing fee title, leasehold interest or sub-subleasehold interest, as applicablefree and clear of all liens and encumbrances, to such Real Property vested exclusively in Buyer, subject only the extent that Buyer elects to take title to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except Personal Property as set forth herein, provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If prior to the Closinghowever, Buyer shall deliver hereby acknowledges that there is no Personal Property being conveyed by Seller to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent Buyer in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysconnection with this Agreement.

Conveyance of Title. Buyer has obtained a Title Commitment for each Property. A copy of each Title Commitment delivered to Buyer has been delivered to Seller and its counsel. At the Closing, as a condition precedent to Buyer's obligation to close, Seller shall convey and transfer, or cause to be conveyed or transferred, have delivered to Buyer (a) with respect a deed for each Fee Property in the form of Exhibit A for the applicable jurisdiction (each, a "Deed"), (b) an assignment and assumption for each Leasehold Estate in the form of Exhibit B (each, an "Assignment of Ground Lease") and (c) a deed for each Leasehold Improvement in the form of Exhibit C (each, a "Leasehold Improvements Deed"), each subject to each Real Property no exceptions other than the Ground Lease Propertiesfollowing (the "Permitted Exceptions"): (i) Interests and rights of Tenants in possession under Existing Leases and New Leases, fee simple title to including, without limitation, those Tenant purchase rights listed on Schedule 2.1.5; (ii) Liens for Real Estate Taxes that are apportioned as provided in Section 8.5 (including special assessments and special improvement district or local improvement district bonds); (iii) Any exceptions, exclusions and other matters set forth in or disclosed by the Title Commitment for such Real Property or other documents made available to Buyer and any other exceptions to title that would be disclosed by execution and delivery an inspection and/or survey of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee titleincluding those disclosed on a Survey; (iv) Any and all present and future laws, leasehold interest or sub-subleasehold interestordinances, restrictions, requirements, resolutions, orders, rules and regulations of any Governmental Authority, as applicablenow or hereafter existing or enforced (including, without limitation, those related to zoning and land use), and all notes or notices of violation of any such Real laws, ordinances, rules or regulations set forth in the Due Diligence Materials or in any title reports, commitments or updates delivered to Buyer prior to the Effective Date. (v) Any lien or encumbrance encumbering such Property vested exclusively in as to which Seller shall deliver to Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If at or prior to the Closing, Buyer shall deliver proper instruments, in recordable form, canceling such lien or encumbrance, together with funds to Title Company New Surveys meeting pay the minimum standards cost of recording and canceling the same; (vi) Such other exceptions as required by the Title Company for issuance shall commit to insure over in a manner reasonably satisfactory to Buyer, without any additional cost to Buyer, whether such insurance is made available in consideration of ALTA Extended Owner’s Policies payment, bonding or indemnity by Seller or otherwise; (vii) Uniform Commercial Code filings that have expired or terminated by operation of Title Insurance law on or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled prior to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayedDate; (viii) Any exceptions caused by Buyer, its agents, representatives or employees; and (ix) Any other matters affecting title to such Property that have been approved or waived by Buyer pursuant to the terms hereof. The acceptance by Buyer shall pay of the additional premium for such policiesDeeds, including any endorsements theretothe Assignments of Ground Leases, and the cost Leasehold Improvements Deeds shall be deemed to be a full performance and discharge of such New Surveysevery obligation on the part of Seller to be performed under this Agreement with respect to the applicable Property, other than those that are specifically stated herein to survive the Closing.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage shall issue to Buyer an American Land Title Association Owner’s Policies of Title Insurance and ALTA Leasehold Policies Extended Coverage Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”Rev. 10/17/92) covering each Real the Property, dated as of the Closing in the full amount of the Allocated Purchase Price for such Real PropertyPrice, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to together with the Permitted Exceptions (or endorsements requested by Buyer from the Title Company’s written commitment to issue such Company on or before Closing (collectively the “Title PoliciesPolicy”). Except as provided below for the representations and warranties contained in Section 4.6 hereof7.1 and the Grant Deed (defined below), (a) the cost issuance of the Title Policies Policy shall be paid by Seller. If prior in lieu of any express or implied warranty of Seller concerning title to the ClosingProperty. Except for the representations and warranties contained in Section 7.1 and the Grant Deed, Buyer agrees that its only remedy arising by reason of any defect in title shall deliver to be against the Title Company New Surveys meeting and as set forth in and subject to Section 7.3 and (b) Buyer’s acceptance of the minimum standards as required Grant Deed (defined below) from Seller for the Property at the Closing on the Closing Date and the issuance of a title insurance policy to Buyer by the Title Company for issuance of ALTA Extended Owneron the Closing Date shall conclusively establish that Seller conveyed the Property to Buyer as required by this Agreement and shall discharge in full Seller’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in obligations under this Section 4.2 with respect to title to the applicable jurisdictions), then Buyer Property. The Property shall be entitled conveyed subject to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance the following matters, which shall be deemed to be “Permitted Exceptions”: (or their equivalent in a) the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in Leases and any new Leases entered into between the applicable jurisdictions) so long as Effective Date and the Closing is Date and approved in writing by Buyer in accordance with the terms of this Agreement; (b) the lien of all ad valorem real estate taxes not thereby delayed. Buyer shall pay yet due and payable as of the additional premium for such policiesClosing Date, including any endorsements thereto, subject to adjustment as herein provided; and (c) Items which constitute Permitted Exceptions under Sections 3.1.6(a) and the cost of such New SurveysSection 4.3.

Conveyance of Title. 6.1 At Closing, settlement Seller shall agrees to convey to Purchaser good and transfer, or cause to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple merchantable title to such Real Property by execution and delivery of the Deeds Unit (as defined in Section 4.2(a) hereof) and (b) together with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent its Percentage Interest in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”Common Elements) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyerby special warranty deed, subject only to the Permitted Exceptions (or general real estate taxes and water and sewer assessments for the Title Company’s written commitment to issue such Title Policies). Except current tax year not then due; the Condominium Act of 1976 Technical and Clarifying Amendment Act of 1992 as provided below and in Section 4.6 hereofthe same may be amended, the cost Declaration, Bylaws, Plat and Plans and Rules and Regulations of the Title Policies shall Condominium; easements, covenants and conditions of record; ordinances and regulations of competent municipal or other governmental authorities; easements for sewers, water, gas, fuel line, drainage, electric, telephone and other similar utilities, if any, granted or to be paid by Sellergranted; and Purchaser's deed of trust, if any. If Purchaser agrees to effect closing under this Agreement within 10 days after Seller has notified Purchaser that Seller is prepared to tender title and possession of the Unit to Purchaser, and the Unit is completed. Seller agrees that said notice will not be given prior to the Closing, Buyer time Purchaser has been afforded time to obtain a loan commitment in accordance with Section 3.2. Settlement shall deliver be made by payment of the purchase price and delivery of the deed at the time and place designated by Seller in a written notice to Title Company New Surveys meeting Purchaser that the minimum standards as required by the Title Company Unit is ready for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer conveyance. Purchaser shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies occupy and have possession of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu Unit from and after the closing. 6.2 In the event that, upon examination, the title should be found defective and the defects are of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in such character that they may be remedied within a reasonable time by legal action to perfect the applicable jurisdictions) so long as title, such action must be taken promptly by and at Seller's reasonable expense, whereupon the Closing is not time herein specified for full Settlement by the Purchaser will thereby delayed. Buyer shall pay be extended for the additional premium period necessary for such policiesaction, including any endorsements theretonot to exceed six (6) months. If Seller is unable to perfect title as specified herein, then Seller may terminate this Agreement and cause the Deposit to be returned to Purchaser. In such case, Seller is expressly released from all other liability for damages arising from such event, and in no event shall Seller be liable for any damages for defects in title. If Seller chooses to terminate this Agreement and return the cost Deposit to Purchaser pursuant to this Paragraph, then all rights and liabilities of such New Surveysthe parties under this Agreement shall forthwith terminate.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause transfer the Property to Purchaser. It shall be conveyed or transferred, a condition to Buyer (a) with respect Purchaser’s obligation to each close this transaction that title to the Real Property other than is conveyed and transferred to Purchaser as required under the Ground Lease Properties, fee simple title to such Real Property by execution and delivery terms of this Article II. Purchaser may obtain on the Deeds Closing Date an extended coverage American Land Title Association (as defined in Section 4.2(aALTA) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Form 2006 Owner’s Policies of Title Insurance and ALTA Leasehold Policies Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”) covering the Real Property. Title shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as tenants only, under the Leases described in the Rent Roll and any new Leases entered into between the Effective Date and Closing and (if required) approved by Purchaser in accordance with the terms of this Agreement, together with the rights of any subtenants, as subtenants only, under such Leases; (b) All presently existing and future liens for unpaid real property taxes and assessments (or installments thereof), payments required to be made to any business improvement district taxes, water and sewer charges and vault charges, except those required pursuant to Leases to be paid directly to the entity imposing same, subject to adjustment as herein provided; (c) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws, ordinances and regulations, landmark designations, zoning variances and special exceptions, if any, now or hereafter in effect relating to the Property; (d) all matters identified in Schedule 2.4(d), attached hereto and by this reference made a part hereof; (e) 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 (i) presently existing or (ii) granted to a public utility in the ordinary course, provided that the same shall not have a material adverse effect on the use of the Property for its current use; (f) 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 Improvements, or any adjoining property, provided that the same shall not have any more than a de minimis adverse effect on the use of the Property for its current use; (g) minor variations between tax lot lines and lines of record title; (h) 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 having jurisdiction against or affecting the Property whenever noted or issued (collectively, the “Title PoliciesViolations”) covering each Real Propertyand any conditions which could give rise to any Violations. Seller shall have no obligation to cure or remove any Violations, except that Seller shall be responsible for any penalties or fines imposed on or before Closing in connection with any Violations; (i) standard exclusions (other than those removed or modified by the Title Affidavit) from coverage contained in the full amount form of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest title policy or sub“marked-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions (or up” title commitment employed by the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof; (j) any financing statements, the cost of the Title Policies shall be paid by Seller. If 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 ClosingClosing and any financing statements, Buyer shall deliver to Title Company New Surveys meeting chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the minimum standards as required by Property, provided that the Title Company for issuance shall remove them as exceptions from the title insurance policy to be issued to Purchaser at Closing or shall affirmatively insure over them; (k) any other matter which the Title Company may raise as an exception to title, provided that no prohibition of ALTA Extended Owner’s Policies present use or maintenance of Title Insurance the Property will result therefrom, such exception is de minimis or Leasehold Policies does not have a material adverse effect on the operation or value of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements theretoProperty, and the cost Title Company will (i) omit same from the Title Policy, or (ii) provide affirmative insurance covering such exception; (l) any encumbrance that will be extinguished upon conveyance of the Property to Purchaser, provided that the Title Company shall remove them as exceptions from the Title Policy or shall affirmatively insure over them; (m) any Existing Mortgage, to the extent assigned to Purchaser’s mortgage lender on the Closing Date pursuant to Section 2.6; (n) additional items, if any, appearing of record or shown on the Survey, except to the extent Seller agrees to cure any such New Surveysmatters pursuant to Section 2.3 or 2.5 hereof; together with any additional facts which would be shown on or by an accurate current survey of the Property, provided that, solely with respect to such additional facts, the same shall not have a material adverse effect on the operation of the Property; (o) additional items, if any, approved by Purchaser pursuant to Section 2.5 hereof or arising out of the acts of Purchaser; and (p) any other matter which, pursuant to the terms of this Agreement, is a permitted condition of the transaction contemplated by this Agreement.

Conveyance of Title. (a) At Closing, Seller shall convey and transfertransfer to Purchaser insurable title (as that term is hereinafter defined) to the Land and Improvements (i.e., that portion which constitutes real property) in recordable form, subject to no liens, claims, encumbrances, rights-of-way, easements, restrictions, reservations, covenants, conditions, claims, liabilities, charges, reversions or cause other agreements or any other matter affecting title, except for the Permitted Exceptions, and such other facts any updated survey or survey inspections thereof would show, provided such other state of facts do not affect insurable title or materially restrict or prohibit the maintenance or use of the Improvements for their present purposes. The words "insurable title" and "insurable" as used in this Agreement are hereby defined to be conveyed mean title which is insurable at standard rates (without special premium) by the Title Company or transferred, to Buyer (a) with respect to each Real Property another national title company without exception other than the Ground Lease PropertiesPermitted Exceptions, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) standard printed policy and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof)survey exceptions. Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company Company, or another national title company, of current an ALTA Standard Coverage (10-17-92) Owner’s Policies of Title Insurance and ALTA Leasehold Policies 's Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “"Title Policy”, and collectively, the “Title Policies”") covering each the Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in BuyerPrice, subject only to the Permitted Exceptions Exceptions. (b) Seller shall comply with all notes or notices of violations of law or municipal ordinances, orders or requirements noted in or issued by any governmental department having authority as to lands, buildings, fire, health and labor conditions affecting the Title Company’s written commitment Property (hereinafter collectively referred to issue as "Laws") as of the Effective Date. Seller shall comply with all notes or notices of violations of Law arising between the Effective Date and the Closing provided that the aggregate cost of removing such Title Policiesviolations and performing any related repairs does not exceed FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00). Except as provided below and in Section 4.6 hereofThe Property shall be transferred free of them at the Closing. Seller shall furnish Purchaser with any authorizations necessary to make the searches that could disclose these matters. Notwithstanding the forgoing, to the cost extent that any of the Title Policies Leases requires the tenants thereunder to comply with Laws, Seller shall be paid by Seller. If have no obligation to cure any violations of Laws prior to the ClosingClosing which are the obligations of such tenants to cure pursuant to the terms of the Leases; provided, Buyer however, that Seller shall deliver notify any tenant of a violation caused by such tenant and shall take all actions reasonably necessary to Title Company New Surveys meeting cause the minimum standards tenant to cure the same in the manner required under the terms of such tenant's Lease. Notwithstanding anything hereinbefore provided to the contrary, in the event that either (1) the aggregate cost of removing violations of Law arising between the date of this Agreement and the Closing (which are not the obligation of any tenant to cure) and performing any related repairs exceeds FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00), or (2) after November 27, 1996 a tenant causes a violation of Law [or, after November 27, 1996, Purchaser becomes aware of a violation of Law caused by a tenant which Purchaser could not, in the exercise of due diligence, have been made aware of during the Inspection Period (as required defined in Section 3.3)] which is not cured by the Title Company for issuance Closing and such violation is capable of ALTA Extended Owner’s Policies being cured by an expenditure of Title Insurance or Leasehold Policies of Title Insurance money whose cost is estimated to exceed FIFTY THOUSAND AND 00/100 DOLLARS (or their equivalent in the applicable jurisdictions$50,000.00), then Buyer Purchaser may, at its option, (a) terminate this Agreement by written notice to Seller, in which event neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement) and the sole liability of Seller shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent as provided in the applicable jurisdictionsfifth sentence of Section 2.2 above, or (b) in lieu subject to the terms of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in this Section 2.4(b), Purchaser may purchase the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for Property with such policies, including any endorsements thereto, and the cost of such New Surveysviolations.

Conveyance of Title. At the Closing, Seller Sellers shall convey and transfer, or cause to be conveyed or transferred, deliver to Buyer (a) with respect a deed for each Fee Property in the form of Exhibit A for the applicable jurisdiction (each, a "Deed"), (b) an assignment and assumption for each Leasehold Estate in the form of Exhibit B (each, an "Assignment of Ground Lease") and (c) a deed for each Leasehold Improvement in the form of Exhibit C (each, a "Leasehold Improvements Deed"), each subject to each Real Property no exceptions other than the Ground Lease Propertiesfollowing (the "Permitted Exceptions"): (i) Interests and rights of Tenants in possession under Leases and New Leases, fee simple title to including, without limitation, those Tenant purchase rights listed on Schedule 2.1.5; (ii) Liens for Real Estate Taxes that are apportioned as provided in Sec tion 8.5, including special assessments and special improvement district or local improvement district bonds; (iii) Any exceptions, exclusions and other matters set forth or disclosed by the Title Commitment for such Real Property by execution and delivery of the Deeds (as defined in or other documents made available to Buyer pursuant to Section 4.2(a) hereof) and (b) with respect 4.6 prior to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”Deposit Date, and collectively, the “Title Policies”) covering each Real Property, in the full amount any other exceptions to title that would be disclosed by an inspection and/or survey of the Allocated Purchase Price for such Real Property, showing fee titleincluding those disclosed on the applicable Survey; (iv) Any and all present and future laws, leasehold interest or sub-subleasehold interestordinances, restrictions, requirements, resolutions, orders, rules and regulations of any Governmental Authority, as applicablenow or hereafter existing or enforced (including, without limitation, those related to zoning and land use), and all notes or notices of violation of any such Real laws, ordinances, rules or regulations set forth in the Due Diligence Materials or in any title reports, commitments or updates delivered to Buyer prior to the Deposit Date; (v) Any liens that are the obligation of a Tenant to discharge, provided that such liens do not exceed (x) $1,000,000 as to all Properties or (y) $250,000 as to any Property, or, with respect to any amounts in excess thereof, the applicable Seller provides an indemnity or such other assurance as the Title Company may require to insure over same (provided, that if such Seller is required to pay under an indemnity or otherwise with respect to any such liens, such Seller shall be fully subrogated to Buyer's rights against the Tenant(s) that were obligated to discharge such liens); (vi) Any lien or encumbrance encumbering such Property vested exclusively in as to which the applicable Seller shall deliver to Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If at or prior to the Closing, Buyer shall deliver proper instruments, in recordable form, canceling such lien or encumbrance, together with funds to Title Company New Surveys meeting pay the minimum standards cost of recording and canceling the same; (vii) Such other exceptions as required by the Title Company for issuance shall commit to insure over in a manner reasonably satisfactory to Buyer, without any additional cost to Buyer, whether such insurance is made available in consideration of ALTA Extended Owner’s Policies payment, bonding or indemnity by Sellers or otherwise; (viii) Uniform Commercial Code filings that have expired or terminated by operation of Title Insurance law on or Leasehold Policies prior to the Closing Date; (ix) Any exceptions caused by Buyer, its agents, representatives or employees; and (x) Any other matters affecting title to such Property that have been approved or waived by Buyer pursuant to the terms hereof. In addition, at the Closing, the applicable Sellers shall convey the Partnership Interest to Buyer free and clear of Title Insurance (any defects, liens, encumbrances or their equivalent claims of any kind, by an assignment and assumption in the applicable jurisdictionsform of Exhibit D (the "Assignment of Partnership Interest"). The acceptance by Buyer of the Deeds, then Buyer the Assignments of Ground Leases, the Leasehold Improvements Deeds and the Assignment of Partnership Interest shall be entitled deemed to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies be a full performance and discharge of Title Insurance (or their equivalent in every obligation on the part of Sellers to be performed under this Agreement with respect to the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in Property, other than those that are specifically stated herein to survive the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New SurveysClosing.

Conveyance of Title. At Closing, Seller will convey the Properties pursuant to the Deeds. Seller shall convey remove from title, at or before Closing (or deliver pay-off letters in form and transfersubstance reasonable satisfactory to Buyer, all mortgages or cause deeds of trust or other security interest secured by a lien on the Properties or any part thereof. Buyer and Seller agree that title to the Properties will be conveyed or transferred, transferred subject to Buyer the following permitted exceptions: (a) the lien for real property taxes for the current year provided the same are not due and payable prior to or as of the Closing Date, and any liens for special assessments which as of the Closing Date are not due and payable; (b) all laws, ordinances, statutes, orders and regulations to which the Properties are subject, including, without limitation, all building, zoning and environmental ordinances, laws and regulations, including, but not limited to, any notices of violations or non-compliance citations; (c) any matters or circumstances that a new or updated survey or physical inspection of the Properties might disclose other than Material Defects to which Buyer has a right to object and to which Buyer actually objects pursuant to Section 4.4 below, unless such Material Defect is not cured by Seller and Buyer nonetheless proceeds to Closing in accordance with respect the terms of Section 4.4 below; (d) all liens, encumbrances, easements, restrictions, encroachments, defects and other title and survey matters affecting the Properties other than Material Defects to each Real which Buyer has a right to object and to which Buyer actually objects pursuant to Section 4.4 below, unless such Material Defect is not cured by Seller and Buyer nonetheless proceeds to Closing in accordance with the terms of Section 4.4 below; (e) all existing leases and/or rights of any subtenant, licensee or tenant occupying any Property as of the Closing Date, to the extent that such existing leases and/or rights of any subtenant, licensee or tenant originate from an Assumed Contract.; (f) all notices of violations of law, municipal orders and/or similar legal requirements; and/or (g) any other restrictions described in any instrument recorded against any Property other than the Ground Lease Properties, fee simple title Material Defects to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect which Buyer has a right to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in object and to which Buyer actually objects pursuant to Section 4.4 below, unless such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If prior to the Closing, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing Material Defect is not thereby delayed. cured by Seller and Buyer shall pay nonetheless proceeds to Closing in accordance with the additional premium for such policies, including any endorsements thereto, and the cost terms of such New SurveysSection 4.4 below.

Conveyance of Title. Buyer has obtained a Title Commitment for the Property. A copy of each Title Commitment delivered to Buyer has been delivered to Seller and its counsel. At the Closing, as a condition precedent to Buyer's obligation to close, Seller shall convey and transfer, or cause to be conveyed or transferred, have delivered to Buyer (a) with respect to each a deed for the Real Property in the form of Exhibit A (each, a "Deed"), each subject to no exceptions other than the Ground Lease Propertiesfollowing (the "Permitted Exceptions"): (i) Interests and rights of Tenants in possession under Existing Leases and New Leases, fee simple title to such including, without limitation, those Tenant purchase rights listed on Schedule 2.1.5; (ii) Liens for Real Property by execution and delivery of the Deeds (Estate Taxes that are apportioned as defined provided in Section 4.2(a8.5 (including special assessments and special improvement district or local improvement district bonds); (iii) hereof) Any exceptions, exclusions and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, other matters set forth in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance or disclosed by the Title Company Commitment for the Real Property or other documents made available to Buyer and any other exceptions to title that would be disclosed by an inspection and/or survey of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, including those disclosed on a Survey; (iv) Any and all present and future laws, ordinances, restrictions, requirements, resolutions, orders, rules and regulations of any Governmental Authority, as now or hereafter existing or enforced (including, without limitation, those related to zoning and land use), and all notes or notices of violation of any such laws, ordinances, rules or regulations set forth in the full amount of Due Diligence Materials or in any title reports, commitments or updates delivered to Buyer prior to the Allocated Purchase Price for Effective Date; (v) Any lien or encumbrance encumbering such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, Property as applicable, to such Real Property vested exclusively in which Seller shall deliver to Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If at or prior to the Closing, Buyer shall deliver proper instruments, in recordable form, canceling such lien or encumbrance, together with funds to Title Company New Surveys meeting pay the minimum standards cost of recording and canceling the same; (vi) Such other exceptions as required by the Title Company for issuance shall commit to insure over in a manner reasonably satisfactory to Buyer, without any additional cost to Buyer, whether such insurance is made available in consideration of ALTA Extended Owner’s Policies payment, bonding or indemnity by Seller or otherwise; (vii) Uniform Commercial Code filings that have expired or terminated by operation of Title Insurance law on or Leasehold Policies prior to the Closing Date; (viii) Any exceptions caused by Buyer, its agents, representatives or employees; and (ix) Any other matters affecting title to such Property that have been approved or waived by Buyer pursuant to the terms hereof. The acceptance by Buyer of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer Deeds shall be entitled deemed to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies be a full performance and discharge of Title Insurance (or their equivalent in every obligation on the applicable jurisdictions) in lieu part of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in Seller to be performed under this Agreement with respect to the applicable jurisdictions) so long as Property, other than those that are specifically stated herein to survive the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New SurveysClosing.

Conveyance of Title. At each Closing, Seller shall convey good and transfer, or cause to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, marketable fee simple title to such Real Property by execution the Lots being purchased pursuant to a Deed. "Good and delivery marketable title" shall mean title that is free and clear of all liens, encumbrances and other exceptions to title and rights of others except those Permitted Exceptions listed on Exhibit D attached hereto and incorporated herein. Buyer shall examine title to the Deeds Property, pursuant to a title insurance commitment obtained promptly after the Effective Date (as defined in Section 4.2(a) hereofthe “Initial Commitment”) and (b) with respect give written notice to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery Seller of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If any objections that Buyer may have prior to the Closing, Buyer shall deliver expiration of the Inspection Period (the “Initial Objection to Title Company New Surveys meeting Notice”). Within ten (10) days after receipt of the minimum standards as required Initial Objection to Title Notice, Seller shall provide written notice to Buyer whether Seller will cure any such objections or refuse to cure such objections. Failure by Seller to give written notice of its election within ten (10) days after receipt of the Initial Objection to Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance Notice shall be deemed an election by Seller not to cure the objections. In the event Seller elects, or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions)is deemed to have elected, not to cure any objections, then Buyer shall have the right (a) to waive the unsatisfied objections and continue with the transaction contemplated hereby, (b) to terminate this Agreement in its entirety at any time prior to the Initial Closing and receive an immediate refund of the Xxxxxxx Money, or (c) to the extent such objections affect some, but not all, of the Lots, to reject and refuse to purchase the Lot or Lots affected by the unsatisfied objections, delete those Lots from the description and schedule of Lots to be entitled purchased hereunder and proceed to obtain ALTA Extended Coverage Owner’s Policies purchase the remaining Lots that are unaffected by the unsatisfied objections, if any, according to the terms hereof. In the event Seller elects to cure the objections, Seller shall have thirty (30) days from the date of the notice to cure all such objections, at Seller's sole cost. The Closing Schedule shall be delayed during and extended for any such cure period. If Seller fails for any reason to cure the objections within thirty (30) days, then Buyer may: (1) waive the unsatisfied objections and continue with the transaction contemplated hereby, (2) terminate this Agreement in its entirety and receive an immediate refund of the Xxxxxxx Money, or Leasehold Policies (3) to the extent such objections affect some, but not all, of Title Insurance (the Lots, reject and refuse to purchase the Lot or their equivalent Lots affected by the unsatisfied objections, delete those Lots from the description and schedule of Lots to be purchased hereunder and proceed to purchase the remaining Lots that are unaffected by the unsatisfied objections, if any, according to the terms hereof. All exceptions to title set forth in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent Initial Commitment that are not objected to by Buyer in the applicable jurisdictionsInitial Objection to Title Notice, and any objections that are subsequently waived in writing by Buyer, or deemed to be waived by Buyer pursuant to this Section, shall become “Permitted Exceptions.” Notwithstanding anything to the contrary contained herein, Seller shall be obligated to remove any exception that can be cured by the payment of money in the nature of a deed of trust, mortgage, lien, judgment, deferred tax or confirmed assessment (subject to the prorations of current year taxes required under Section 7 above) so long as the Closing is not thereby delayed(collectively, “Monetary Liens”). Buyer may re-examine title up to the time of each Closing and give written notice to Seller of any objections that Buyer may have as to matters first appearing of record subsequent to DocuSign Envelope ID: 049D25E0-EAD5-4064-9974-F17B4C5ABC0F Buyer’s Initial Objection to Title Notice, or in the event Buyer did not provide an Initial Objection to Title Notice, as to matters that did not exist or were not of public record as of the Effective Date, which new title objections shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysbe addressed as set forth above.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause transfer to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple Purchaser such title to such Real the Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by will enable the Title Company of current ALTA Standard Coverage to issue to Purchaser a standard coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real the Property, in the full amount of the Allocated Purchase Price for such Real PropertyPrice; provided, showing fee titlehowever, leasehold interest or sub-subleasehold interestthat Purchaser may require the Title Policy to be issued as an ALTA/extended coverage Policy of Title Insurance so long as Purchaser provides the Title Company with any required update and/or recertification of the Survey. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as applicabletenants only, under the Leases, with no rights to such Real Property vested exclusively in Buyerpurchase all or any portion of the Property; (b) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject only to adjustment as herein provided; (c) liens encumbrances or other items created by Purchaser or its agents; (d) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and (e) items appearing in the Title Commitment or shown on the Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5 hereof. Notwithstanding the foregoing or anything stated to the contrary in this Agreement (a) Purchaser disapproves all monetary liens affecting the Property (other than liens for non-delinquent real property taxes and/or assessments and any title exception the Title Company may include in the Title Policy for unpaid works of improvement related to the amounts credited to Purchaser pursuant to Sections 4.5 (b) (vii) and (f) hereof), and Seller covenants to cause all such liens to be eliminated at Seller’s sole cost and expense (including all pre-payment penalties and charges) prior to or concurrently with Closing, (b) Permitted Exceptions (or shall not include, and there shall be no exception for, mechanic’s liens in the Title Company’s written commitment Policy (other than as to issue such Title Policies)any amounts credited to Purchaser pursuant to Sections 4.5(b)(vii) and (f) hereof. Except as provided below and in Section 4.6 hereof, Purchaser shall deliver to Seller a form of proforma title insurance policy (the cost of the Title Policies shall be paid by Seller. If “Proforma Policy”) acceptable to Purchaser prior to the Closing, Buyer shall deliver to Title Company New Surveys meeting expiration of the minimum standards as required by Inspection Period that does not set forth any requirements inconsistent with the Title Company for issuance terms of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements theretothis Agreement, and the cost form of Title Policy that shall be delivered to Purchaser as provided in Sections 2.4 and 4.7(d) shall be the form of title policy provided for in such New SurveysProForma Policy delivered to Seller.

Conveyance of Title. 6.1 At Closing, settlement Seller shall agrees to convey to Purchaser good and transfer, or cause to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple merchantable title to such Real Property by execution and delivery of the Deeds Unit (as defined in Section 4.2(a) hereof) and (b) together with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent its Percentage Interest in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”Common Elements) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyerby special warranty deed, subject only to the Permitted Exceptions (or general real estate taxes and water and sewer assessments for the Title Company’s written commitment to issue such Title Policies). Except current tax year not then due; the Condominium Act of 1976 Technical and Clarifying Amendment Act of 1992 as provided below and in Section 4.6 hereofthe same may be amended, the cost Declaration, Bylaws, Plat and Plans and Rules and Regulations of the Title Policies shall Condominium; easements, covenants and conditions of record, including, as applicable, the Inclusionary Development Covenant as defined in the Declaration; ordinances and regulations of competent municipal or other governmental authorities; easements for sewers, water, gas, fuel line, drainage, electric, telephone and other similar utilities, if any, granted or to be paid by Sellergranted; and Purchaser's deed of trust, if any. If Purchaser agrees to effect closing under this Agreement within 10 days after Seller has notified Purchaser that Seller is prepared to tender title and possession of the Unit to Purchaser, and the Unit is completed. Seller agrees that said notice will not be given prior to the Closing, Buyer time Purchaser has been afforded time to obtain a loan commitment in accordance with Section 3.2. Settlement shall deliver be made by payment of the Total Purchase Price and delivery of the deed at the time and place designated by Seller in a written notice to Title Company New Surveys meeting Purchaser that the minimum standards as required by the Title Company Unit is ready for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer conveyance. Purchaser shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies occupy and have possession of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu Unit from and after the closing. 6.2 In the event that, upon examination, the title should be found defective and the defects are of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in such character that they may be remedied within a reasonable time by legal action to perfect the applicable jurisdictions) so long as title, such action must be taken promptly by and at Seller's reasonable expense, whereupon the Closing is not time herein specified for full Settlement by the Purchaser will thereby delayed. Buyer shall pay be extended for the additional premium period necessary for such policiesaction, including any endorsements theretonot to exceed six (6) months. If Seller is unable to perfect title as specified herein, then Seller may terminate this Agreement and cause the Deposit to be returned to Purchaser. In such case, Seller is expressly released from all other liability for damages arising from such event, and in no event shall Seller be liable for any damages for defects in title. If Seller chooses to terminate this Agreement and return the cost Deposit to Purchaser pursuant to this Paragraph, then all rights and liabilities of such New Surveysthe parties under this Agreement shall forthwith terminate.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause transfer to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple Purchaser such title to such Real the Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by will enable the Title Company of current to issue to Purchaser, at Purchaser's expense, an ALTA Standard Coverage 1992 Owner’s Policies of Title Insurance and ALTA Leasehold Policies 's Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “"Title Policy”, and collectively, the “Title Policies”") covering each Real Propertythe Property insuring Purchaser as the fee simple owner of the Land, subject to the Permitted Exceptions, in the full amount of the Allocated Purchase Price for such Real PropertyPrice, showing fee titleprovided, leasehold interest or sub-subleasehold interesthowever, as applicable, Purchaser agrees to such Real Property vested exclusively in Buyer, subject only accept title to the Permitted Exceptions (or Property subject to judgments and unsettled taxes against Seller provided the Title Company insures Purchaser free of such judgments and unsettled taxes but only up to $1,500,000. The Title Policy shall contain such customary endorsements as the Title Company has unconditionally and irrevocably committed to issue during the Inspection Period and for which Purchaser has provided Seller written evidence of the Title Company’s written 's commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If prior to the end of the Inspection Period. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as tenants only, under the Leases and any new Leases entered into between the Effective Date and Closing and, where required, approved by Purchaser in accordance with the terms of this Agreement; (b) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, Buyer subject to adjustment as herein provided; (c) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or, to the extent to general application, hereafter in effect relating to the Property; (d) items appearing of record or shown on the Survey and, in either case, not objected to by Purchaser or waived or deemed to be waived by Purchaser in accordance with Sections 2.3 or 2.5 hereof; and (e) any and all assessments becoming liens subsequent to the date hereof not to exceed $100,000, and in addition if at the date hereof the Property or any part thereof shall deliver to Title Company New Surveys meeting the minimum standards as required be or shall have been affected by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance any assessment or Leasehold Policies of Title Insurance assessments which are payable in installments or may be paid in installments without penalty (or their equivalent in the applicable jurisdictionsother than interest), then Buyer Seller shall pay all such installments due and payable prior to Closing. Purchaser shall pay all such installments which shall become due and payable or which may be paid without penalty (other than interest) after Closing, except that any installment relating to the current fiscal year (with any interest thereon) shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in apportioned between the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysparties at Closing.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause transfer to be conveyed or transferred, Purchaser such title to Buyer (a) with respect to each the Real Property other than the Ground Lease Properties, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by will enable the Title Company of current to issue to Purchaser an ALTA Standard Coverage Basic Owner’s Policies of Title Insurance and ALTA Leasehold Policies Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each the Real Property, in the full amount of the Allocated Purchase Price for such Price. Seller shall cause all mortgages, deeds of trust, security interests in the Real Property, showing fee titlemonetary liens, leasehold interest or sub-subleasehold interest, as applicable, to such and any other encumbrances securing monetary obligations affecting the Real Property vested exclusively in Buyer, subject only (the “Monetary Liens”) to the Permitted Exceptions (be released and discharged of record on or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If prior to the Closing Date, or in Seller’s sole discretion in the case of any mechanics’ or judgment liens, to be bonded over so that Purchaser shall take title to the Property free of the same. At Closing, Buyer the Real Property shall deliver be conveyed subject to the following matters: (i) the rights of tenants, as tenants only with no right to purchase all or portions of the Property, under the Leases; (ii) the lien of all real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (iii) local, state and federal laws, ordinances or governmental regulations, now or hereafter in effect relating to the Real Property; (iv) Title Company New Surveys meeting Matters appearing of record or shown on the minimum standards as required Survey; and (v) any Title Objections not cured by Seller and waived by Purchaser (items (i) through (v) are collectively, the “Permitted Exceptions”). Notwithstanding the foregoing or anything else stated to the contrary in this Agreement, if Purchaser delivers to Seller a form of title commitment acceptable to Purchaser prior to the expiration of the Inspection Period that does not set forth any requirements inconsistent with the terms of this Agreement, then, the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer Policy that shall be entitled delivered to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies Purchaser as provided in this Section 3.4(e) shall be the form of Title Insurance (or their equivalent title policy provided for in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policiestitle commitment delivered to Seller, including any together with all endorsements attached thereto, and the cost of such New Surveys.

Conveyance of Title. At 4.1 The Premises shall be conveyed in fee simple absolute, by good and sufficient quitclaim deed (the “Deed”) in substantially the form of EXHIBIT D attached hereto and incorporated herein by reference, running to Buyer or, subject to the provisions of Section 20.1 hereof, to such assignee as Buyer designates by notice to Seller as required by Section 20.1 hereof. The Deed shall convey good and clear record title to the Premises, free from all liens, encumbrances, and encroachments from or on the Premises except the Permitted Exceptions (as hereinafter defined). The following matters shall be deemed to be “Permitted Exceptions”: 4.1.1 the rights of tenants, as tenants only, under the Leases (each a “Tenant”); 4.1.2 the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; 4.1.3 local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Premises; and 4.1.4 those matters which Seller is not obligated to remove as provided below. 4.2 The Personal Property shall be conveyed free of all encumbrances (other than the Permitted Exceptions) by one or more bills of sale (the “Xxxx of Sale”) in substantially the form of EXHIBIT E attached hereto and incorporated herein by reference. 4.3 Buyer has reviewed and approved the title to the Property, and is and shall be deemed to have accepted any survey matter affecting the Premises and the state of title of the Premises as of the Effective Date (and to have waived any objections thereto), and all such matters shall be considered to be Permitted Exceptions. Notwithstanding the foregoing, Seller shall convey obtain and transfer, or cause to be conveyed or transferred, deliver to Buyer at Closing a payoff letter (a) with respect to each Real Property other than the Ground Lease Properties, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b“Payoff Letter”) with respect to the Ground Lease Propertiesexisting mortgage (the “Existing Mortgage”) granted to Cambridge Trust Company, which Existing Mortgage is evidenced by that certain mortgage and security agreement, dated September 14, 2005, recorded with the leasehold Middlesex County South District Registry of Deeds (the “Registry”) in Book 46090, Page 12 and sub-subleasehold interestsrelated collateral assignment of leases and rents, as applicabledated September 14, 2005 and recorded at the Registry in Book 46090, Page 31. Buyer may, prior to Closing, notify Seller in writing (a “Title and Survey Notice”) of any objection to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be or survey matter first arising after the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable Effective Date (each a “Title PolicyNew Encumbrance”) (excluding objections to title and survey matters affecting the Premises as of the Effective Date which have been waived by Buyer as hereinabove provided or that are or are deemed to be Permitted Exceptions) but not later than three (3) Business Days after discovery of such New Encumbrance. If Buyer does not object to any New Encumbrance as herein provided, such New Encumbrance shall be deemed a Permitted Exception. In the event that Buyer gives timely written notice of objection to any New Encumbrance, Seller shall exercise commercially reasonable efforts to cause such New Encumbrance to be released or discharged of record prior to the Closing; provided, however, (i) in no event will Seller be obligated to expend more than $100,000.00 to release or discharge such New Encumbrances, and collectively(ii) Seller may elect, by notice to Buyer, to extend the “Title Policies”Closing by up to thirty (30) covering each Real Propertydays, in order to release or discharge such New Encumbrance(s). If, notwithstanding the full amount exercise of such commercially reasonable efforts, Seller does not cause such New Encumbrance to be released or discharged by the Allocated Purchase Price for such Real Propertydate which is five (5) Business Days prior to the Closing (as extended), showing fee title, leasehold interest or sub-subleasehold interest, then by not later than the date which is five (5) Business Days prior to the Closing (as applicable, to such Real Property vested exclusively in extended) Seller shall so notify Buyer, subject only to the Permitted Exceptions in which event Buyer shall elect not later than two (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If 2) Business Days prior to the Closing, either (i) to waive its objection or objections to the New Encumbrance which has not been released or discharged by Seller, without reduction of the Purchase Price in which case such matter shall become a Permitted Exception; or (ii) to terminate this Contract by written notice to Seller, in which case the Deposit shall be promptly returned by the Escrow Agent to the Buyer without any further required action by either Buyer or Seller and neither party shall have any further liability or obligation to the other hereunder except for the Buyer’s obligations under Sections 9.4, ARTICLE 15, and Section 20.15 hereof, which shall remain in effect. 4.4 Notwithstanding the foregoing or anything contained herein to the contrary, (i) at Closing Seller shall deliver the Payoff Letter with respect to Title Company New Surveys meeting the minimum standards as required by Existing Mortgage, and (ii) Seller shall cause to be released any and all other mortgages or encumbrances securing the Title Company for issuance payment of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance money which Seller has caused to be recorded against the Property (or their equivalent in the applicable jurisdictionseach, a “Voluntary Monetary Encumbrance”), then Buyer . 4.5 Seller shall be entitled to obtain ALTA Extended Coverage Owner’s Policies use such portion of the Purchase Price as is necessary to pay off all such Voluntary Monetary Encumbrances and any title objection that Seller agrees to cure. Buyer hereby acknowledges that any instruments evidencing the release or Leasehold Policies discharge of Title Insurance (any Voluntary Monetary Encumbrances may be recorded at or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as after the Closing is not thereby delayed. Buyer shall pay in accordance with standard conveyancing practice reasonably acceptable to the additional premium for such policies, including any endorsements thereto, and the cost of such New SurveysTitle Company.

Conveyance of Title. Promptly after the Effective Date, Buyer shall obtain a Title Commitment for each Property (and Buyer's failure to obtain a Title Commitment prior to the expiration of the Due Diligence Period for a Property shall constitute a waiver of Buyer's rights under Section 3.1(c) and this Article V and Buyer shall be deemed to have accepted and approved all matters affecting title to such Property). A copy of each Title Commitment delivered to Buyer shall be simultaneously delivered to Seller and its counsel. At the Closing, as a condition precedent to Buyer's obligation to close, Seller shall convey and transfer, or cause to be conveyed or transferred, have delivered to Buyer (a) with respect a deed for each Fee Property in the form of Exhibit A for the applicable jurisdiction (each, a "Deed"), (b) an assignment and assumption for each Leasehold Estate in the form of Exhibit B (each, an "Assignment of Ground Lease") and (c) a deed for each Leasehold Improvement in the form of Exhibit C (each, a "Leasehold Improvements Deed"), each subject to each Real Property no exceptions other than the Ground Lease Propertiesfollowing (the "Permitted Exceptions"): (i) Interests and rights of Tenants in possession under Existing Leases and New Leases, fee simple title to including, without limitation, those Tenant purchase rights listed on Schedule 2.1.5; (ii) Liens for Real Estate Taxes that are apportioned as provided in Section 8.5 (including special assessments and special improvement district or local improvement district bonds); (iii) Any exceptions, exclusions and other matters set forth in or disclosed by the Title Commitment for such Real Property or other documents made available to Buyer and any other exceptions to title that would be disclosed by execution and delivery an inspection and/or survey of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee titleincluding those disclosed on a Survey; (iv) Any and all present and future laws, leasehold interest or sub-subleasehold interestordinances, restrictions, requirements, resolutions, orders, rules and regulations of any Governmental Authority, as applicablenow or hereafter existing or enforced (including, without limitation, those related to zoning and land use), and all notes or notices of violation of any such Real laws, ordinances, rules or regulations set forth in the Due Diligence Materials or in any title reports, commitments or updates delivered to Buyer prior to the expiration of the Due Diligence Period; (v) Any lien or encumbrance encumbering such Property vested exclusively in as to which Seller shall deliver to Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If at or prior to the Closing, Buyer shall deliver proper instruments, in recordable form, canceling such lien or encumbrance, together with funds to Title Company New Surveys meeting pay the minimum standards cost of recording and canceling the same; (vi) Such other exceptions as required by the Title Company for issuance shall commit to insure over in a manner reasonably satisfactory to Buyer, without any additional cost to Buyer, whether such insurance is made available in consideration of ALTA Extended Owner’s Policies payment, bonding or indemnity by Seller or otherwise; (vii) Uniform Commercial Code filings that have expired or terminated by operation of Title Insurance law on or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled prior to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayedDate; (viii) Any exceptions caused by Buyer, its agents, representatives or employees; and (ix) Any other matters affecting title to such Property that have been approved or waived by Buyer pursuant to the terms hereof. The acceptance by Buyer shall pay of the additional premium for such policiesDeeds, including any endorsements theretothe Assignments of Ground Leases, and the cost Leasehold Improvements Deeds shall be deemed to be a full performance and discharge of such New Surveysevery obligation on the part of Seller to be performed under this Agreement with respect to the applicable Property, other than those that are specifically stated herein to survive the Closing.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause to be conveyed or transferred, to Buyer (a) with respect On or before the Close of Escrow, SELLER shall deliver to each Real Property other than the Ground Lease PropertiesEscrow Holder the Grant Deed, in form attached hereto as Exhibit “B” (the “Deed”) duly executed and acknowledged by SELLER. The Deed shall grant fee simple marketable title to such Real the Property by execution to BUYER. The Escrow Holder shall be instructed to record the Deed in the Official Records of San Bernardino County, California, if and delivery of when the Deeds (Escrow Holder holds the funds for the SELLER as defined in Section 4.2(a) hereof) and set forth herein. (b) Within five (5) days following the Execution Date, BUYER may order a current preliminary report from a title company of BUYER’s choice (the “Title Company”) covering the Property, together with respect full and legible copies of all supporting documents (collectively, “Preliminary Report”), and may further order a survey of the Property from a licensed surveyor sufficient to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of obtain an Assignment of Ground Lease ALTA title insurance policy (as defined in Section 4.2(b) hereof“Survey”). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the The Title Company of current shall issue an ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance policy (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, ) at the “Title Policies”) covering each Real Property, Close of Escrow insuring fee title in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in BuyerBUYER, subject only to the Permitted Exceptions following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Title CompanyProperty’s written commitment title not disapproved by XXXXX in writing; (3) all matters that affect title to issue the Property that would be revealed by an accurate and complete survey of the Property as of the end of the Inspection Period; (4) dedication of all streets abutting the Property; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Property; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Property is located; (8) matters affecting the condition of the Property’s title created by or with the consent of the BUYER or BUYER’s officers, employees or agents. (9) such Title Policies)other title exceptions, if any, resulting from documents being recorded or delivered through Escrow. (c) Upon recordation of the instrument conveying the real property to BUYER, BUYER will request cancellation of the real property taxes for the property conveyed pursuant to Section 4986, California Revenue and Taxation Code, as amended. Except as provided below and in Section 4.6 hereofIf current taxes have not yet been paid, SELLER shall pay through escrow or out of SELLER’s proceeds, the cost installment applicable to the period in which escrow closes. If taxes are not yet due and payable and the exact amount that will be due is unknown, escrow holder is hereby instructed to withhold from SELLER’s proceeds an amount of funds equal to one hundred and ten percent (110%) of the Title Policies shall be paid by Sellersecond installment of the most recent tax bill. If Once the exact amount of the new tax bill is known, escrow holder will promptly pay the amount due, prior to the Closingdelinquent date, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required County Tax Collector. Any excess funds will be returned to SELLER by the Title Company escrow holder after said payment is made. Taxes will NOT be prorated between SELLER and BUYER in escrow. The taxing authority will notify SELLER of any refund due SELLER resulting from the subject acquisition after a review and any subsequent proration of the property tax assessment by the County Assessor. SELLER retains the right, following close of escrow, to apply to the County Tax Collector for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled refund pursuant to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, Revenue and the cost of such New SurveysTaxation Code 5096.7.

Conveyance of Title. (a) At Closingleast one (1) business day prior to the Defeasance Closing Date, Seller shall convey and transferdeliver to Escrow Holder (i) a deed to the Tides Property in the form attached hereto as Exhibit D-5, or cause (ii) a deed to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple title to such Real Property by execution and delivery of Tides Vacant Land in the Deeds (form attached hereto as defined in Section 4.2(a) hereof) Exhibit D-5 and (biii) with respect a deed to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent Cherry Grove Property in the applicable jurisdictions), form attached hereto as applicable Exhibit D-2 (each a “Title Policy”, Defeasance Property Deed” and collectively, the “Title PoliciesDefeasance Property Deeds” or the “Deeds” as the context may require), which Defeasance Property Deeds shall convey all of Property Seller’s interest in fee title to the real property legally described on Exhibits A-2 through A-4 attached hereto (collectively, the “Defeasance Real Property”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policiesas defined below). Except Escrow Holder shall be instructed to record such Defeasance Property Deeds if and when Escrow Holder holds the instruments and funds accruing to Buyer and Seller as provided below set forth herein and in Section 4.6 hereof, can obtain for Buyer the cost of the Defeasance Title Policies shall be paid by Seller. If (as defined below). (b) At least one (1) business day prior to the ClosingAssumption Closing Date, Buyer Seller shall deliver to Title Company New Surveys meeting Escrow Holder (i) a deed to the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent Brunswick Property in the applicable jurisdictionsform attached hereto as Exhibit D-1 (the “Brunswick Deed”), then (ii) a deed to the Creekside Corners Property in the form attached hereto as Exhibit D-3 (the “Creekside Corners Deed”) and (iii) if Buyer does not exercise its right to terminate this Agreement solely with respect to the Live Oak Property pursuant to Section 5.1(b) below, a deed to the Live Oak Property in the form attached hereto as Exhibit D-4 (the “Live Oak Deed”; the Brunswick Deed and the Creekside Corners Deed each sometimes being individually referred to herein as an “Assumption Property Deed” and collectively as the “Assumption Property Deeds” and, together with the Live Oak Deed, sometimes being collectively referred to herein as the “Deeds” as the context may require), which Assumption Property Deeds shall convey all of Property Seller’s interest in fee title to the real property legally described on Exhibits A-5 and A-6 attached hereto (collectively, the “Assumption Real Property”) subject to the Permitted Exceptions (as defined below), and which Live Oak Deed shall convey all of Property Seller’s interest in fee title to the real property legally described on Exhibit A-1 attached hereto subject to the Permitted Exceptions. Escrow Holder shall be entitled instructed to (i) record such Assumption Property Deeds if and when Escrow Holder holds the instruments and funds accruing to Buyer and Seller as set forth herein and can obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of for Buyer the Assumption Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in as defined below); and (ii) if Buyer does not exercise its right to terminate this Agreement solely with respect to the applicable jurisdictionsLive Oak Property pursuant to Section 5.1(b) so long below, record such Live Oak Deed if and when Escrow Holder holds the instruments and funds accruing to Buyer and Seller set forth herein and can obtain for Buyer the Live Oak Title Policy (as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysdefined below).

Conveyance of Title. (a) At Closing, Seller shall convey and transfer, or cause to be conveyed or transferred, transfer to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, such fee simple marketable title to such Real Property by execution and delivery of the Deeds Premises as will enable Fidelity National Title Insurance Company (as defined in Section 4.2(athe “Title Company”) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and issue to such Ground Lease Properties by execution and delivery of Buyer an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Propertythe Premises, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, (subject only to the Permitted Exceptions Exceptions). Notwithstanding anything contained herein to the contrary, the Premises shall be conveyed subject to the following matters, which shall be deemed to be “Permitted Exceptions:” (i) the rights of tenants, as tenants only, under the Leases and any new Leases entered into between the date hereof and Closing in accordance with the terms of this Agreement; (ii) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (iii) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (iv) all matters, whether or not of record, that arise out of the actions of Buyer or its agents, representatives or contractors; and (v) such state of facts as may be shown on a current survey. (b) Buyer shall have until three (3) business days prior to the Due Diligence Expiration Date (the “Title Objection Date”) to notify Seller, in writing, of such objections to title or survey (“Title Objections”) as Buyer may have (“Buyer’s Title Notice”). Any title or survey matter to which Buyer does not so object by the Title Company’s written commitment Objection Date shall be deemed a Permitted Exception. In the event Buyer shall so notify Seller of any Title Objections, Seller shall have the right, but not the obligation, to issue cure such Title Policies)Objections. Except Notwithstanding anything contained herein to the contrary, Seller shall be unconditionally obligated to remove and satisfy all Voluntary Liens (defined below) on or prior to the Closing Date or, if not so satisfied by Seller, all Voluntary Liens shall be satisfied at Closing out of the proceeds otherwise payable to Seller. If Seller elects to cure any one or more of the Buyer’s Title Objections, Seller shall have until the Closing Date to complete such cure as provided below and specified in Section 4.6 hereofthe applicable Buyer’s Title Notice. In the event that Buyer makes any Title Objections, the cost then within two (2) business days after receipt of Buyer’s Title Notice, Seller shall notify Buyer in writing whether Seller elects to cure any or all of the Title Policies Objection(s). Failure of Seller to give such notice shall be paid deemed an election by SellerSeller not to cure such Title Objections. If Seller elects not to cure any Title Objections specified in Buyer’s Title Notice, or if Seller is unable to effect a cure prior to the Closing, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveys.to

Conveyance of Title. At Closing, Seller shall convey and transfertransfer to Purchaser marketable title to the Property. Notwithstanding anything contained herein to the contrary, or cause to the Property shall be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the following matters, which shall also be deemed to be “Permitted Exceptions Exceptions”: (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereofa) The rights of Seller (or, if Seller is not, at Closing, the cost tenant of record, then the rights of such tenant of record), as tenant only, under the Leone Ground Lease and the Regard Ground Lease; (b) The leasehold mortgages as identified on Exhibit I; (c) The lien of any real estate taxes, water charges, sewer rents, vault taxes and assessments, and any interest and penalties thereon not yet due and payable as of the Title Policies shall be paid date of Closing, subject to adjustment as herein provided; (d) Local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (e) Consents by Seller. If the Seller or 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, and which consents have been duly filed with the appropriate government agencies; (f) Any lien, encumbrance or lis pendens for which the instrument required to remove said encumbrance of record is delivered to and approved by First American on or prior to the Closing Date together with the required recording or filing fee; (g) The lien of any governmental assessment which is or may become payable in annual installments of which any installment is then a charge or a lien, subject to adjustment as herein provided; (h) Judgments, bankruptcies, or other proceedings against other persons having names the same as or similar to that of Seller, provided Seller on request delivers to First American an affidavit acceptable to First American showing that such judgments, bankruptcies or other proceedings are not against Seller; (i) Rights to maintain vaults and chutes under any sidewalks; (j) To the extent set forth on Exhibit I, rights of electric, gas, steam, telephone, cable, water and any other utility companies to lay, maintain, install and repair pipes, lines, poles, conduits, cables, boxes and related equipment upon, under and above the Property, provided same are not violated by the existing improvements; (k) Possible de minimis variations between the description of the Property on the tax maps and in this Agreement; (l) The rights of ingress and egress over the Leone and Regard ground leases as described on Schedule A-3; (m) The lien of any unpaid federal or state income, estate or inheritance taxes or state franchise taxes, provided that First American issues to the Purchaser at the Closing, Buyer shall deliver to Title Company New Surveys meeting a policy of title insurance insuring against the minimum standards as required by collection thereof out of the Title Company for issuance Property; and (n) Any state of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent facts disclosed in the applicable jurisdictions)Preliminary Title Report. (o) Any and all Violations (as hereinafter defined) dated on or prior to Closing unless such Violations were caused by Seller or it employees, then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies agents or Leasehold Policies of Title Insurance contractors acts or omissions and (or their equivalent i) were either not disclosed in the applicable jurisdictionsPreliminary Title Report or known to the Purchaser prior to the Due Diligence Date or could have reasonably been discovered by Purchaser prior to the Due Diligence Date and/or (ii) in lieu arose after the Due Diligence Date. Violations shall mean notices of ALTA Standard Coverage Owner’s Policies violation of any law, rule, regulation (including without limitation, the Americans with Disabilities Act) or Leasehold Policies municipal ordinances, orders or requirements (collectively the “Laws”) that have been issued by any federal, state or their equivalent in municipal department having jurisdiction over the applicable jurisdictionsProperty and which pertain to the Property itself (rather than activities or business operations thereon) so long as the Closing is and have not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost been fully remedied or discharged of such New Surveysrecord. (p) The matters set forth on Exhibit I.

Conveyance of Title. (a) At Closing, Seller shall convey and transfer, or cause to be conveyed or transferred, transfer to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, such fee simple marketable title to such Real Property by execution and delivery of the Deeds Premises as will enable Escrow Agent (as defined in Section 4.2(athe “Title Company”) hereof) and (b) with respect to the Ground Lease Propertiesissue to Buyer, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Propertythe Premises, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, (subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policiesas defined below)). Except Notwithstanding anything contained herein to the contrary, the Premises shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as tenants only, under the Leases and any new Leases entered into between the date hereof and Closing in accordance with the terms of this Contract; (b) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (c) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (d) such state of facts as may be shown on a current survey; (e) the standard preprinted form exceptions set forth in an ALTA Owner’s Title Policy; and (f) those matters which Seller is not obligated to remove as provided below and below. Buyer shall have until six (6) days prior to the Due Diligence Expiration Date set forth in Section 4.6 hereofArticle 6 to notify Seller, in writing, of such objections to title as Buyer may have. Any title matter to which Buyer does not so object by such time shall be deemed a Permitted Exception. In the cost event Buyer shall so notify Seller of any objection(s) to title, Seller shall have the Title Policies right, but not the obligation, to cure such objection(s), provided that any defects, objections or exceptions which comprise mortgages or liens voluntarily created by Seller which can be satisfied by payment of a liquidated amount shall be paid discharged or complied with at or before the Closing by SellerSeller and such shall not in any event be an exception in Buyer’s Title Policy. In the event there are any objections which Seller is not obligated to cure, then within two (2) days after receipt of Buyer’s notice of objection(s), Seller shall notify Buyer in writing whether Seller elects to attempt to cure such objection(s). Failure of Seller to give such notice shall be deemed an election by Seller not to cure such objection(s). If Seller elects to attempt to cure any such matter, Seller shall use reasonable efforts to cure such objections. If Seller elects not to cure any objection(s) specified in Buyer’s notice which Seller is not required hereby to cure, or if Seller is unable to effect a cure prior to the Closing, Buyer shall deliver have the following options to Title Company New Surveys meeting be given by written notice within two (2) days of Seller’s notice or deemed election: (i) to accept a conveyance of the minimum standards as required Property subject to the Permitted Exceptions, specifically including any matter objected to by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance Buyer which Seller is unwilling or Leasehold Policies of Title Insurance unable to cure (or their equivalent in the applicable jurisdictionswhich such matter(s) shall thereafter be deemed to be a Permitted Exception), then without reduction of the Purchase Price, or (ii) to terminate this Contract by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Contract shall terminate and the Deposit shall be returned to Buyer, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for the Surviving Obligation, as hereinafter defined. Buyer may prior to Closing, notify Seller in writing of any objection to title (excluding objections to title which have been waived by Buyer as hereinabove provided or that are or are deemed to be Permitted Exceptions) arising after the date hereof. With respect to any objections to title set forth in such notice, Seller shall have the same options to cure and Buyer shall be entitled have the same option to obtain ALTA Extended Coverage Owner’s Policies accept title subject to such maters or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long to terminate this Contract, as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysset forth above.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause transfer to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple Purchaser such title to such Real the Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by will enable the Title Company of current to issue to Purchaser, at Purchaser's expense, an ALTA Standard Coverage 1992 Owner’s Policies of Title Insurance and ALTA Leasehold Policies 's Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “"Title Policy”, and collectively, the “Title Policies”") covering each Real the Property, in the full amount of the Allocated Purchase Price for such Real PropertyPrice, showing fee titleprovided, leasehold interest or sub-subleasehold interesthowever, as applicable, Purchaser agrees to such Real Property vested exclusively in Buyer, subject only accept title to the Permitted Exceptions (or the Title Company’s written commitment Property subject to issue such Title Policies). Except as judgments and unsettled taxes against Seller provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If prior to the Closing, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance insures Purchaser free of ALTA Extended Owner’s Policies such judgments and unsettled taxes. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of Title Insurance tenants, as tenants only, under the Leases and any new Leases entered into between the Effective Date and Closing and, where required, approved by Purchaser in accordance with the terms of this Agreement; (b) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (c) local, state and federal laws, ordinances or Leasehold Policies governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (d) items appearing of Title Insurance record or shown on the Survey and, in either case, not objected to by Purchaser or waived or deemed to be waived by Purchaser in accordance with Sections 2.3 or 2.5 hereof; and (e) any and all assessments becoming liens subsequent to the date hereof, and in addition if at the date hereof the Property or their equivalent any part thereof shall be or shall have been affected by any assessment or assessments which are payable in the applicable jurisdictionsinstallments or may be paid in installments without penalty (other than interest), then Buyer Purchaser shall pay all such installments which shall become due and payable or which may be paid without penalty (other than interest) after the date hereof, except that any installment relating to the current fiscal year (with any interest thereon) shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in apportioned between the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysparties at Closing.

Conveyance of Title. At ClosingIn the event of any purchase of the Real Property or any portion thereof by Lessee pursuant to any provision of this Lease, Seller or otherwise, Lessor shall convey title by quitclaim deed thereto to Lessee. Lessor shall be obligated to give or assign title to the Real Property to Lessee in the same condition that existed on the first day of the Term of this Lease, subject to the encumbrances set forth in Exhibit B and transferas thereafter created by or for the account of Lessee, as permitted or cause provided for in this Lease; provided, however, that Lessor acknowledges and agrees that Lessor has no authority or right to encumber the Real Property or Lessor's interest therein by any encumbrances other than (i) those set forth on Exhibit C, (ii) those which Lessee has subsequently requested to be conveyed placed or transferred, caused to Buyer (a) with respect to each Real Property other than be placed against the Ground Lease Properties, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, (iii) those which Lessee has subsequently approved in writing to be placed against the full amount of the Allocated Purchase Price for such Real Property, showing fee or (iv) those for which Lessee is responsible under the terms and provisions of this Lease. Any other conveyance or encumbrance (other than those described in clauses (i) through (iv) inclusive of the preceding sentence) by or for the account of Lessor shall in all respects be subject and subordinate to Lessee's leasehold interest as created under this Lease and to Lessee's right to acquire title to the Real Property, free and clear of any such other conveyances or encumbrances, pursuant to Lessee's exercise of its option to purchase the Real Property pursuant to this Article XI; and any such other conveyance or encumbrance, and any rights or liens created thereunder or arising therefrom shall be automatically terminated, released and extinguished by the conveyance of the Real Property to Lessee by Lessor by quitclaim deed as provided for in this Section 11.3, and thereafter all such conveyances, encumbrances, rights or liens shall be void and of no further effect. Subject to the foregoing, Lessee shall accept such title, leasehold interest or sub-subleasehold interestsubject, as applicablehowever, to such Real Property vested exclusively in Buyer(i) any liens, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereofencumbrances, the cost of the Title Policies shall be paid by Seller. If prior to the Closingcharges, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements theretoexceptions, and the cost of such New Surveysrestrictions not created or caused by Lessor or Lessor's Agents, and (ii) any laws, regulations, and ordinances.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause transfer to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, Purchaser such fee simple title to such Real the Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by will enable the Title Company of current to issue to Purchaser an ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies 's Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “"Title Policy”, and collectively, the “Title Policies”") covering each Real Propertythe Land and Improvements, in the full amount of the Allocated Purchase Price for such Real Propertywith "extended coverage". Notwithstanding anything contained herein to the contrary, showing fee titlethe Property shall be conveyed subject to the following matters, leasehold interest or sub-subleasehold interestwhich shall be deemed to be Permitted Exceptions: the rights of tenants, as applicabletenants only, to such Real Property vested exclusively under the Leases and any new Leases entered into between the Effective Date and Closing and, where required, approved by Purchaser in Buyeraccordance with the terms of this Agreement; the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing; local, subject only state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Permitted Exceptions (Property; and items appearing of record or shown on the Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5 hereof. Pre-Closing "Gap" Title Company’s written commitment Defects. Whether or not Purchaser shall have furnished to issue such Title Policies). Except as provided below and in Section 4.6 hereofSeller any notice of title objections pursuant to the foregoing provisions of this Agreement, the cost of the Title Policies shall be paid by Seller. If Purchaser may, at or prior to the Closing, Buyer shall deliver notify Seller in writing of any objections to Title Company New Surveys meeting the minimum standards as required title first raised by the Title Company or the Surveyor between (a) the effective date of the Title Commitment referred to above, and (b) the date on which the transaction contemplated herein is scheduled to close. With respect to any objections to title set forth in such notice, Seller shall have the same option to cure and Purchaser shall have the same option to accept title subject to such matters or to terminate this Agreement as those which apply to any notice of objections made by Purchaser pursuant to Section 2.3. If Seller elects to attempt to cure any such matters, the date for issuance Closing shall be automatically extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed sixty (60) days after the date for Closing set forth in Section 4.1 hereof. INSPECTION PERIOD Right of ALTA Extended Owner’s Policies Inspection. During the period beginning on July 9, 2002 and ending at 5:00 p.m. (local time at the Property) on August 23, 2002 (hereinafter referred to as the "Inspection Period"), and thereafter until Closing, Purchaser shall have the right to make a physical inspection of Title Insurance the Property, to perform tests on the Property and to examine at such place or Leasehold Policies of Title Insurance (or their equivalent places at the Property, in the applicable jurisdictions)offices of the property manager or elsewhere as the same may be located, then Buyer any operating files maintained by Seller or its property manager in connection with the leasing, maintenance and/or management of the Property, including, without limitation, the Leases, lease files, Operating Agreements, Mall Agreements, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, engineering reports, environmental audits and similar materials, but excluding materials not directly related to the leasing, maintenance and/or management of the Property such as Seller's internal memoranda, financial projections, budgets, appraisals, accounting and tax records and similar proprietary or confidential information. Within five (5) days after the written request of Purchaser, Seller shall provide Purchaser photocopies of all Leases, Operating Agreements, Mall Agreements, environmental assessments, and any "As-Built" plans and specifications in Seller's possession. Purchaser understands and agrees that any on-site inspections or testing of the Property shall be entitled conducted upon at least twenty-four (24) hours' prior notice, as provided in Section 10.5 hereof, to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent Seller and at Seller's option in the applicable jurisdictionspresence of Seller or its representative. Purchaser shall not contact any tenant or owner of an anchor parcel prior to Closing without prior notice to Seller. Purchaser agrees to repair any damage to the Property and to indemnify Seller against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys' fees actually incurred) damages or injuries arising out of or resulting from the inspection or testing of the Property by Purchaser or its consultants or agents, and notwithstanding anything to the contrary in lieu this Agreement, such obligation to repair and to indemnify and hold harmless Seller shall survive Closing or any termination of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent this Agreement. Purchaser shall maintain and shall ensure that Purchaser's consultants maintain public liability and property damage insurance in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policiesamount of $1,000,000 and in form and substance adequate to insure against all liability of Purchaser and its consultants, including any endorsements theretorespectively, and each of its agents, employees or contractors, arising out of the cost inspections or testing. All inspections and testing shall occur at reasonable times agreed upon by Seller and Purchaser and shall be conducted so as not to interfere unreasonably with use of such New Surveysthe Property by Seller or its tenants.

Conveyance of Title. At Closing(a) On or before the Close of Escrow, Seller SELLER shall convey deliver to the Escrow Holder the Grant Deed, in form attached hereto as Exhibit “B” (the “Deed”) duly executed and transferacknowledged by SELLER. The Deed shall grant fee simple marketable title to the Property to BUYER. The Escrow Holder shall be instructed to record the Deed in the Official Records of Riverside County, or California, if and when the Escrow Holder holds the funds for the SELLER as set forth herein. (b) Within five (5) days following the Opening of Escrow, SELLER shall use commercially reasonable efforts to cause to be conveyed delivered or transferredotherwise made available to BUYER a current preliminary report from a title company of BUYER’s choice (the “Title Company”) covering the Property, to Buyer together with full and legible copies of all supporting documents (a) with respect to each Real Property other than the Ground Lease Propertiescollectively, fee simple title to such Real Property by execution “Preliminary Report”), and delivery may further order a survey of the Deeds Property from a licensed surveyor sufficient to obtain an ALTA title insurance policy (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof“Survey”). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the The Title Company of current shall issue an ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance policy (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, ) at the “Title Policies”) covering each Real Property, Close of Escrow insuring fee title in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in BuyerBUYER, subject only to the Permitted Exceptions following matters: (1) a lien for real property taxes, bond, or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost assessments not then delinquent; writing; (2) matters of the Title Policies shall be paid Property’s title not disapproved by Seller. If prior XXXXX in (3) all matters that affect title to the ClosingProperty that would be revealed by an accurate and complete survey of the Property as of the end of the Inspection Period; (4) dedication of all streets abutting the Property; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Property; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Property is located; (8) matters affecting the condition of the Property’s title created by or with the consent of the BUYER or BUYER’s officers, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance employees or Leasehold Policies of Title Insurance agents. (9) such other title exceptions, if any, resulting from documents being recorded or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysdelivered through Escrow.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause transfer the Property to Purchaser. It shall be conveyed or transferred, a condition to Buyer (a) with respect Purchaser's obligation to each close this transaction that title to the Real Property other than the Ground Lease Properties, fee simple conveyed and transferred to Purchaser shall be such title to such the Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by will enable the Title Company of current ALTA Standard Coverage to issue to Purchaser an extended coverage American Land Title Association (ALTA) Form 2006 Owner’s Policies of Title Insurance and ALTA Leasehold Policies 's Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each the Real Property, in the full amount of the Allocated Purchase Price for such Real Price, subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as tenants only, without any right to acquire any portion of the Property, showing fee title, leasehold interest or sub-subleasehold interest, under the Leases described in the Rent Roll and any new Leases entered into between the Effective Date and Closing and (if required) approved by Purchaser in accordance with the terms of this Agreement; (b) the lien of all ad valorem real estate taxes and assessments not yet due and payable as applicable, to such Real Property vested exclusively in Buyerof the date of Closing, subject only to adjustment as herein provided; (c) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws, ordinances and regulations, now or hereafter in effect relating to the Permitted Exceptions Property; (or d) All matters identified in Schedule 2.4(d) (the B-II title exceptions shown in the Title Company’s written commitment to issue such Title Policies). Except as provided below and Commitment other than the standard printed exceptions which will be deleted upon Seller's delivery of the documents identified in Section 4.6 4.2 hereof) attached hereto and made a part hereof, the cost of the Title Policies shall be paid by Seller. If prior except to the Closingextent Seller agrees to cure any such matters pursuant to Section 2.3 or 2.5 hereof; (e) additional items, Buyer shall deliver if any, appearing of record or shown on the Survey, except to Title Company New Surveys meeting the minimum standards as required extent Seller agrees to cure any such matters pursuant to Section 2.3 or 2.5 hereof; and (f) additional items, if any, approved by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled Purchaser pursuant to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New SurveysSection 2.6 hereof.

Conveyance of Title. Attached as Exhibit B hereto is a copy of the Preliminary Title Re- port (“PTR”) for the Property issued by the Escrow Holder. Those matters shown on Schedule B thereof, together with any applicable zoning ordinances, other land use laws and regulations together with taxes for the current year not then due and payable, and subsequent assessments for prior years due to change in land usage or ownership, shall be deemed “Permitted Exceptions” for all purposes under this Agreement. Purchaser waives its right to examine and object to title matters under this Agreement with respect to any Permitted Exceptions. At Closing, Seller the Escrow Holder shall convey and transfer, or cause to be conveyed or transferred, issue the Buyer’s Title Policy insuring fee title of the Property to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions Excep- tions. The issuance of the Buyer’s Title Policy shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey insurable title to the Property to Buyer. In addition to deliv- ering a Limited or Special Warranty Deed, in recordable form, to Buyer at Closing, Seller shall assign to Buyer, without recourse, representation or warranty, of any kind, Seller's right, title and interest, if any, (or i) in any assignable plans, specifications, licenses, permits, entitlements, surveys, maps, agreements and contracts relating to the Title Company’s written commitment Property, subject to issue such Title Policiesany rights of consent as provided therein, and (ii) the Tenant Leases, pursuant to an assignment in the form of Exhibit "D" attached hereto ("General Assignment"). Except as provided below Additionally, Seller shall quitclaim, without recourse, representation, or warranty, of any kind, all of Seller's right, title, and in Section 4.6 hereofinterest, the cost of the Title Policies shall be paid by Seller. If prior if any, to the Closing, Buyer shall deliver Personal Property pursuant to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance a Xxxx of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent Sale in the applicable jurisdictionsform of Exhibit "E" attached hereto ("Xxxx of Sale"), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveys.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease PropertiesProperty, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease PropertiesProperty, a portion of the Morristown Property and the Parking Lease Property, the leasehold and sub-subleasehold interests, as applicable, interest in and to such Ground Lease Properties Property by execution and delivery of an the Assignment of Ground Lease(s) (as defined in Section 4.2(b) hereof) and the Assignment of Parking Lease (as defined in Section 4.2(b4.2(m) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests interest shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions)Insurance, as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full aggregate amount of the Allocated Purchase Price Prices for such all of the Real PropertyProperties, showing fee title, title or leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in BuyerBuyer or a Buyer Entity, subject only to the Permitted Exceptions (or Exceptions, and with such endorsements as may be available to a buyer of real property in the Title Company’s written commitment to issue such Title Policies). Except applicable jurisdiction as provided below and in Section 4.6 hereofmay have been reasonably requested by Buyer; provided, however, the cost failure to obtain any requested endorsement shall not be deemed a failure of a condition to Buyer’s obligations to Close or give rise to a termination of this Agreement, unless the Title Policies endorsement is being utilized by Seller to cure a title exception which was disapproved and which Seller agreed to cure or to cure a Must Cure Defect, whereupon the applicable provisions of Article II shall be paid by Sellercontrol. If prior to the Closing, Buyer shall deliver to the Title Company a New Surveys Survey(s) meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in if the applicable jurisdictionsTitle Company is willing to accept any Existing Survey), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such any required New SurveysSurvey(s).

Conveyance of Title. At the Closing, Seller Sellers shall convey and transfer, or cause to be conveyed or transferred, deliver to Buyer (a) with respect to a grant deed for each Real Property in the form of Exhibit C for the applicable jurisdiction, with the exception that the applicable Seller shall deliver a deed in the form of Exhibit K for the Bloomfield, Colorado Real Property (each, a "Deed"), subject to no exceptions other than the Ground Lease Propertiesexceptions listed below and the defects deemed by Section 5.2 to constitute Acceptable Permitted Exceptions (collectively, fee simple title to the "Acceptable Permitted Exceptions"): (i) Interests and rights of Tenants in possession under Leases, including, without limitation, those Tenant purchase rights listed on Schedule 4.1(g); (ii) Liens for Real Estate Taxes that are apportioned as provided in Section 8.5, including, without limitation, special assessments and special improvement district or local improvement district bonds; (iii) Any exceptions, exclusions and other matters set forth or disclosed by the PTR for such Real Property by execution and delivery of the Deeds (as defined in or other documents made available to Buyer pursuant to Section 4.2(a) hereof) and (b) with respect 4.4 prior to the Ground Lease PropertiesClosing Date and that are, the leasehold and sub-subleasehold interestspursuant to Section 5.2, as applicable, in and deemed to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”constitute "Acceptable Permitted Exceptions", and collectively, the “Title Policies”) covering each Real Property, in the full amount any other exceptions to title that would be disclosed by an inspection and/or survey of the Allocated Purchase Price for such Real Property, showing fee titleincluding those disclosed on any Survey obtained by Buyer; (iv) Any and all present and future laws, leasehold interest or sub-subleasehold interestordinances, restrictions, requirements, resolutions, orders, rules and regulations of any Governmental Authority, as applicablenow or hereafter existing or enforced (including, without limitation, those related to zoning and land use), and all notes or notices of violation of any such Real laws, ordinances, rules or regulations set forth in the Due Diligence Materials or in any title reports, commitments or updates delivered to Buyer prior to the Closing Date; (v) Any lien or encumbrance encumbering such Property vested exclusively in as to which the applicable Seller shall deliver to Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If at or prior to the Closing, Buyer shall deliver proper instruments, in recordable form, canceling such lien or encumbrance, together with funds to Title Company New Surveys meeting pay the minimum standards cost of recording and canceling the same; (vi) Such other exceptions as required by the Title Company for issuance shall commit to insure over, without any additional cost to Buyer and in a manner reasonably acceptable to Buyer; (vii) Uniform Commercial Code filings that have expired or terminated by operation of ALTA Extended Owner’s Policies of Title Insurance law on or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled prior to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Date; (viii) Any exceptions caused by Buyer, its agents, representatives or employees; and (ix) Any other matters affecting title to such Property that have been approved, deemed approved or waived by Buyer shall pay pursuant to the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysterms hereof.

Conveyance of Title. Buyer has obtained a Title Commitment for the Property. A copy of each Title Commitment delivered to Buyer has been delivered to Seller and its counsel. At the Closing, as a condition precedent to Buyer's obligation to close, Seller shall convey and transfer, or cause to be conveyed or transferred, have delivered to Buyer a deed for the Property in the form of Exhibit A (a) with respect each, a "Deed"), each subject to each Real Property no exceptions other than the Ground Lease Propertiesfollowing (the "Permitted Exceptions"): (i) Interests and rights of Tenant under the Existing Lease, fee simple title to such including, without limitation, those Tenant purchase rights listed on Schedule 2.1.5; (ii) Liens for Real Property by execution and delivery of the Deeds (Estate Taxes that are apportioned as defined provided in Section 4.2(a8.5 (including special assessments and special improvement district or local improvement district bonds); (iii) hereof) Any exceptions, exclusions and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, other matters set forth in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance or disclosed by the Title Company Commitment for the Real Property or other documents made available to Buyer and any other exceptions to title that would be disclosed by an inspection and/or survey of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, including those disclosed on a Survey; (iv) Any and all present and future laws, ordinances, restrictions, requirements, resolutions, orders, rules and regulations of any Governmental Authority, as now or hereafter existing or enforced (including, without limitation, those related to zoning and land use), and all notes or notices of violation of any such laws, ordinances, rules or regulations set forth in the full amount of Due Diligence Materials or in any title reports, commitments or updates delivered to Buyer. (v) Any lien or encumbrance encumbering the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, Property as applicable, to such Real Property vested exclusively in which Seller shall deliver to Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If at or prior to the Closing, Buyer shall deliver proper instruments, in recordable form, canceling such lien or encumbrance, together with funds to Title Company New Surveys meeting pay the minimum standards cost of recording and canceling the same; (vi) Such other exceptions as required by the Title Company for issuance shall commit to insure over in a manner reasonably satisfactory to Buyer, without any additional cost to Buyer, whether such insurance is made available in consideration of ALTA Extended Owner’s Policies payment, bonding or indemnity by Seller or otherwise; (vii) Uniform Commercial Code filings that have expired or terminated by operation of Title Insurance law on or Leasehold Policies prior to the Closing Date; (viii) Any exceptions caused by Buyer, its agents, representatives or employees; and (ix) Any other matters affecting title to the Property that have been approved or waived by Buyer pursuant to the terms hereof. The acceptance by Buyer of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer Deeds shall be entitled deemed to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies be a full performance and discharge of Title Insurance (or their equivalent in every obligation on the applicable jurisdictions) in lieu part of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in Seller to be performed under this Agreement with respect to the applicable jurisdictions) so long as Property, other than those that are specifically stated herein to survive the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New SurveysClosing.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple title to such Real the Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to Purchaser at Closing pursuant to a recordable general warranty deed. The title to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and Property to such Ground Lease Properties be conveyed by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall Seller to Purchaser will be the issuance insurable by the Title Company of current under its standard ALTA Standard Coverage Owner’s Policies 's Policy of Title Insurance at standard rates, free and ALTA Leasehold Policies clear of Title Insurance (or their equivalent in the applicable jurisdictions)all liens, as applicable (each a “Title Policy”encumbrances, and collectivelyother exceptions to title, except the “Permitted Tide Exceptions (as hereinafter defined). Seller shall deliver to Purchaser at Closing an affidavit acceptable to Purchaser and the Title Policies”) covering each Real Property, in the full amount Company stating that Seller has sole and exclusive possession of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Title Exceptions and stating that either (i) there have been no improvements, additions, alterations, repairs or any changes of any kind whatsoever made to the Title Company’s written commitment Property during the last ninety (90) days immediately preceding Closing, or (ii) if there have been any such improvements or repairs, that all lienors or potential lienors in connection with such improvements or repairs have been paid in full. Seller shall also supply to issue Purchaser at Closing such Title Policies)other documentation reasonably required by Purchaser, including, a non-foreign affidavit, and evidence of authority to consummate the sale, all in form and substance acceptable to Purchaser. Except as provided below Seller covenants and in Section 4.6 hereof, agrees with Purchaser that Purchaser shall have until the cost close of the Title Policies Inspection Period to examine the survey of and title to the Property and that Purchaser may notify Seller of any objectionable matter or defect which affects the marketability or insurability of the title to the Property or which adversely affects the use of the Property for the Project. In the event Seller is notified of any such objectionable matters, Seller agrees to promptly employ its good faith best efforts to procure a cure for same. In the event, however, Seller is unable through the exercise of its good faith best efforts (which shall include the payment of money with respect to any existing deeds to secure debt, mortgages, deeds of trust, liens or other matters that can be removed by the payment of money) to cure any objectionable matter prior to Closing, then at Purchaser's option, Purchaser may either (i) take title to the Property despite the existence of such matter or (ii) terminate this Agreement in which event all Xxxxxxx Money paid by Purchaser shall be paid immediately refunded by SellerTitle Company to Purchaser, and neither Purchaser nor Seller shall have any further liabilities, obligations or rights with regard to this Agreement which shall then become null and void and of no further force or effect. If Any title exceptions to the Property existing prior to the ClosingEffective Date hereof to which Purchaser does not object, Buyer or to which Purchaser waives its objection, are referred to herein as "Permitted Exceptions" or "Permitted Title Exceptions". In the event that any title exceptions or survey matters arise after Purchaser's initial title search that affect the marketability or insurability of the title to the Property or which adversely affect the use of the Property for the Project, Purchaser may after the discovery thereof notify Seller, in which event Seller shall deliver promptly employ its good faith best efforts to Title Company New Surveys meeting the minimum standards procure a cure for same, as required by above, and upon the Title Company for issuance failure of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions)Seller to effectuate a cure, then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies Purchaser may elect either of the options set forth in subclauses (i) or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictionsii) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysabove.

Conveyance of Title. At Closing, Seller the XxXxxxx Contributor agrees to deliver to Acquiror or Acquiror's assignee or designee bargain and sale deeds with covenants against grantor's acts ("Deeds"), in recordable form, conveying any Fee Properties to Acquiror or Acquiror's assignee or designee and to deliver the Partnership Interests, the Cash Contribution and the Optional Cash Contribution, if any, to the Acquiror or Acquiror's assignee or designee, the Partnership Interests and the Properties each being free and clear of all liens, claims and encumbrances except for the following items (the "Permitted Exceptions"): (i) any real estate taxes not yet due and payable; (ii) those matters listed on Schedule 5(a) attached hereto; (iii) those additional matters that may become Permitted Exceptions pursuant to Subparagraph 5(e); (iv) the rights of Tenants (as tenants only) under the Leases; (v) matters arising as a direct result of any acts or omissions of Acquiror and its Representatives; (vi) any matters disclosed on the Title Commitments referenced in paragraph (b) below, other than matters listed in Schedule 5(a) and liens required to be removed pursuant to this Agreement; (vii) liens securing the Assumed Indebtedness; and (viii) any other items acceptable to Acquiror in its reasonable discretion. At Closing, the XxXxxxx Contributor shall convey and transferalso deliver to Acquiror each of the documents listed in Paragraph 11. 1. At Closing, or the XxXxxxx Contributor agrees to cause to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect delivered to the Ground Lease PropertiesCompany or the Company's assignee or designee the Minority Partnership Interests, the leasehold being free and sub-subleasehold interestsclear of all liens, as applicable, in claims and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price encumbrances except for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If prior to the Closing, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New SurveysExceptions.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests It shall be the issuance by a condition to Closing that Purchaser receive from the Title Company of current ALTA Standard Coverage a 1992 Owner’s Policies of Title Insurance and ALTA Leasehold Policies Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Propertythe Land and Improvements, in the full amount of the Allocated Purchase Price for such Real Propertywith “extended coverage”, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyertogether with the endorsements set forth on Exhibit E attached hereto and made a part hereof, subject only to the Permitted Exceptions (or Exceptions: Pre-Closing “Gap” Title Defects. Following the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost substantial completion of the Title Policies shall be paid by Seller. If Redevelopment Work (as hereinafter defined) and at least five (5) days prior to the Closing Date, Seller, at its expense, shall cause the Title Company to issue and deliver to Purchaser a later date Title Commitment with respect to the Land and Improvements only and shall cause a new or updated as-built Survey of the Land and Improvements only to be issued and delivered to Purchaser. Whether or not Purchaser shall have furnished to Seller any notice of title objections pursuant to the foregoing provisions of this Agreement, Purchaser may, at or prior to Closing, Buyer shall deliver notify Seller in writing of any objections to Title Company New Surveys meeting the minimum standards as required title first raised by the Title Company for issuance or the Surveyor between (a) the effective date of ALTA Extended Owner’s Policies the Title Commitment referred to above, and (b) the date on which the transaction contemplated herein closes. With respect to any objections to title set forth in such notice, Seller shall have the same obligation to cure and Purchaser shall have the same option to accept title subject to such matters or, if such title objections or survey defects would materially and adversely affect the Property or the title thereto and Seller elects not to cure same in a manner reasonably satisfactory to Purchaser, to terminate this Agreement as those which apply to any notice of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer objections made by Purchaser pursuant to Section 2.3 and Seller shall be entitled required to obtain ALTA Extended Coverage Ownercure or insure over (to Purchaser’s Policies reasonable satisfaction) any liens of a definite or Leasehold Policies of Title Insurance ascertainable amount. If Seller elects to attempt to cure any such matters, the date for Closing shall be automatically extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed fifteen (or their equivalent 15) days after the date for Closing set forth in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New SurveysSection 5.1 hereof.

Conveyance of Title. At ClosingSubject to the terms and conditions hereof including but not limited to paragraphs 3.1 and 3.2 below, (i) Seller hereby sells, conveys, transfers, assigns, and sets over unto Buyer title to the Vehicles free and clear of any and all liens security interests, charges and encumbrances (collectively, "Liens") of any kind or nature whatsoever caused to be placed thereon by or on behalf of Seller and specifically excluding any Liens or encumbrances of any nature that Buyer may have caused to affect the Vehicles, intending hereby to convey all of the right, title and interest of Seller therein and (ii) Buyer hereby agrees to pay the Payoff Amount to Seller. Seller hereby represents and warrants that it holds good, valid and marketable title to the Vehicles. Except for the foregoing representations and warranties, Seller shall convey and transfer, or cause to be conveyed or transferred, conveys the Vehicles to Buyer (a) with respect ''AS IS'' and "WHERE IS" and without any warranty of condition marketability or suitability for a particular purpose. The Vehicles are already under the control of Buyer per the Transit Agreement, and, accordingly, the Vehicles are hereby deemed to each Real Property other than have been delivered by Seller to Buyer. Prior to the Ground Lease Propertiesexecution of this Agreement, fee simple title to such Real Property by execution and delivery Seller must remedy all of the Deeds vehicle inspection defects (referred to as defined “Class A” and “Class B” defects in Section 4.2(aExhibit B attached hereto and incorporated herein) hereof) or have any remaining appraisal defect repairs staged and (b) with respect to sequenced for completion. For any vehicles showing abnormal engine and transmission wear findings resulting from the Ground Lease Propertiesfluids analysis as have been identified in the Inspection Report contained in Exhibit B, the leasehold Seller must remedy the accelerated wear condition by applying the Inspection Report recommended mitigation actions. All such remedies and sub-subleasehold interests, as applicable, mitigations contemplated in this Section 1 must be completed by Seller and to such Ground Lease Properties verified by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If Buyer prior to the Closingexecution of this Agreement, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company except for issuance of ALTA Extended Owner’s Policies of Title Insurance any incomplete repairs that are awaiting unanticipated part or Leasehold Policies of Title Insurance (or their equivalent technical support, in the applicable jurisdictions), then Buyer which case such repairs shall be entitled completed no later than September 1, 2019. For repairs completed after execution of this Agreement, Seller’s completion of the repair will still be subject to obtain ALTA Extended Coverage OwnerBuyer’s Policies inspection and verification. Buyer’s defect repair and system mitigation verification under this Section may include inspection, maintenance work order review, or Leasehold Policies of Title Insurance (both by Buyer or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysits designee.

Conveyance of Title. At Closing, Seller shall convey good and transfer, or cause marketable title to be conveyed or transferred, the Property to Buyer (a) with respect pursuant to each Real Property other than the Ground Lease PropertiesDeed. As used in this Contract, "good and marketable title" shall mean fee simple title that is free and clear of all liens, encumbrances, leases, licenses, and other occupancy agreements and arrangements, and other exceptions to such Real Property by execution title and delivery rights of others except those Permitted Exceptions listed on Exhibit E attached hereto and incorporated herein. Buyer shall examine title and the Deeds “Survey” (as defined in Section 4.2(abelow) hereof) and (b) with respect to the Ground Lease Properties, the leasehold Property and sub-subleasehold interests, as applicable, in and give written notice to such Ground Lease Properties by execution and delivery Seller of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If any objections that Buyer may have prior to the Closing, delivery by Buyer shall deliver to Seller of the Notice of Suitability (the “Initial Objection to Title Company New Surveys meeting Notice”). Within fifteen (15) business days after receipt of the minimum standards as required Initial Objection to Title Notice, Seller shall provide written notice to Buyer whether Seller will cure any such objections or refuse to cure such objections. Failure by Seller to give written notice of its election within fifteen (15) business days after receipt of the Initial Objection to Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance Notice shall be deemed an election by Seller not to cure the objections. In the event Seller elects, or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions)is deemed to have elected, not to cure any objections, then Buyer shall have the right to elect either: (a) to waive the unsatisfied objections and proceed with Closing, or (b) to terminate this Contract in its entirety and receive an immediate refund of the Xxxxxxx Money. In the event Seller elects to cure the objections, Seller shall have forty-five (45) days from the date of the notice to cure all such objections, at Seller's sole cost. The Closing shall be entitled delayed during and extended for any such cure period. If Seller fails for any reason to obtain ALTA Extended Coverage Owner’s Policies cure the objections within forty five (45) days, then Buyer may: (1) waive the unsatisfied objections and complete the purchase of all portions of the Property scheduled for Closing, including those subject to the unsatisfied objections, or Leasehold Policies (2) terminate this Contract in its entirety and receive an immediate refund of Title Insurance (the Xxxxxxx Money. Any objections that are waived in writing by Xxxxx, or their equivalent deemed to be waived by Buyer pursuant to this Section 8, shall become “Permitted Exceptions.” Notwithstanding anything to the contrary contained herein, no later than Closing, Seller shall be obligated to remove any exception that can be cured by the payment of money in the applicable jurisdictionsnature of a deed of trust, mortgage, lien, judgment, deferred tax or confirmed assessment (subject to the prorations of current year taxes required under Section 7 above) (collectively, “Monetary Liens”). Buyer may re- examine title up to the time of the Closing and give written notice to Seller of any objections that Buyer may have as to matters first appearing of record subsequent to the date of the title report or title commitment referenced in lieu of ALTA Standard Coverage OwnerBuyer’s Policies Initial Objection to Title Notice, or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long event Buyer did not provide an Initial Objection to Title Notice, as to matters that did not exist or were not of public record as of the Closing is not thereby delayedEffective Date, which new title objections shall be addressed as set forth above. At Closing, Seller shall execute an Owner's Affidavit and other affidavits, certificates and documents reasonably required by Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysor Title Company to deliver title as required by this Contract.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause agrees to be conveyed or transferred, deliver to Buyer a Special Warranty Deed (athe “Deed”), in recordable form, conveying the Land and the Improvements to Buyer or Buyer’s assignee or designee, free and clear of all liens, claims and encumbrances except for the Permitted Exceptions and except for: (i) with respect easements and restrictions of record (excluding Other Defects and New Defects (each as hereinafter defined) that Seller undertakes to each Real Property other than the Ground Lease Properties, fee simple title to such Real Property cure; (ii) liens for taxes not yet due and payable; and (iii) matters that would be disclosed by execution and delivery of the Deeds an accurate ALTA/ACSM Land Title Survey (as defined in Section 4.2(ahereinafter defined) hereof) (excluding Other Defects and (b) with respect New Defects that Seller undertakes to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereofcure). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests Seller shall be obtain, at Seller’s sole cost, a commitment (the issuance “Title Commitment”) issued by Land Title Guaranty Company, 0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 (the “Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictionsCompany”), as applicable for an owner’s title insurance policy (each a the “Title Policy”), and collectively, the “Title Policies”) covering each Real PropertyALTA Policy Form B-1992, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only to the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies)Price. Except as provided below and in Section 4.6 hereof, the cost of the Title Policies It shall be paid by Seller. If prior a Condition Precedent to the Buyer’s obligation to proceed to Closing that, at Closing, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of shall issue the Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Policy to Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long insuring Buyer as the Closing is not thereby delayed. Buyer fee simple owner of the Property for the full amount of the Purchase Price, which Title Policy shall pay provide full “extended form” coverage and all of the additional premium for such policiesfollowing endorsements: (i) an ALTA 3.1 zoning endorsement (with parking); (ii) a survey endorsement; (iii) a tax parcel endorsement; (iv) an owner’s comprehensive endorsement; and (v) an access endorsement (collectively, including any endorsements thereto, and the cost of such New Surveys“Endorsements”).

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause transfer the Property to Purchaser. It shall be conveyed or transferred, a condition to Buyer (a) with respect Purchaser’s obligation to each close this transaction that title to the Real Property other than the Ground Lease Properties, fee simple conveyed and transferred to Purchaser shall be such title to such the Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by will enable the Title Company of current ALTA Standard Coverage to issue to Purchaser an extended coverage American Land Title Association (ALTA) Form 2006 Owner’s Policies of Title Insurance and ALTA Leasehold Policies Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each the Real Property, in the full amount of the Allocated Purchase Price for such Real PropertyPrice, showing fee titlesubject to the following matters, leasehold interest or sub-subleasehold interestwhich shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as applicabletenants only, to such Real Property vested exclusively under the Leases described in Buyerthe Rent Roll and any new Leases entered into between the Effective Date and Closing and (if required) approved by Purchaser in accordance with the terms of this Agreement; (b) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject only to adjustment as herein provided; (c) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws, ordinances and regulations, now or hereafter in effect relating to the Permitted Exceptions Property; (d) all matters identified in Schedule 2.4(d), attached hereto and by this reference made a part hereof (provided, however, that Schedule 2.4(d) shall automatically be deemed updated to remove an item (or items) if Purchaser objects to any of such items pursuant to Section 2.3 and Seller cures such objection); (e) additional items, if any, appearing of record or shown on the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereofSurvey, the cost of the Title Policies shall be paid by Seller. If prior except to the Closingextent Seller agrees to cure any such matters pursuant to Section 2.3 or 2.5 hereof; and (f) additional items, Buyer shall deliver if any, approved by Purchaser pursuant to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New SurveysSection 2.6 hereof.

Conveyance of Title. At Closing, The Seller agrees to and shall convey and transfer, or cause by Grant Deed to be conveyed or transferred, to Buyer (a) with respect to each Real Property other than the Ground Lease Properties, City marketable fee simple title to the Property, free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases, and taxes except such Real Property by execution and delivery matters which are reasonably acceptable to the City, following the City’s review of the Deeds preliminary title report as provided in this Section 3. Within five (as defined in Section 4.2(a5) hereofdays after the Effective Date, the Seller shall order a preliminary title report on the Property from a title company mutually agreeable to both parties (the “Title Company”) and (b) with respect cause the Title Company to deliver to the Ground Lease PropertiesCity a standard CLTA preliminary title report (the “Report”), together with legible copies of the documents evidencing the exceptions (“Exceptions”) set forth in the Report. The City shall have seven (7) days from its receipt of the Report within which to give written notice to the Seller of the City’s approval or disapproval of any of such Exceptions. Exceptions approved by the City shall be deemed “Permitted Exceptions.” Failure of the City to act within seven (7) days shall be deemed disapproval of such Exceptions. No deeds of trust, mortgages, or other financial liens, except for the lien of property taxes and assessments not yet due, shall be Permitted Exceptions. If the City notifies the Seller of its disapproval of any Exceptions in the Report, the leasehold and sub-subleasehold interestsSeller shall have the right, as applicablebut not the obligation, in and to remove any disapproved Exceptions within seven (7) days after receiving written notice of the City’s disapproval or provide assurances satisfactory to the City that such Ground Lease Properties by execution and delivery Exception(s) will be removed on or before the close of an Assignment Escrow. If the Seller cannot or does not elect to remove any of Ground Lease the disapproved Exceptions within the seven (as defined in Section 4.2(b7) hereof). Evidence of delivery day period, the City shall have five (5) days after the expiration of such fee title seven (7) day period to either give the Seller written notice that the City elects to proceed with the purchase of the Property subject to the disapproved Exceptions and leasehold and sub-subleasehold interests without an adjustment of the Purchase Price or to give the Seller written notice that the City elects to terminate this Agreement. The City shall be have the issuance right to approve or disapprove any previously unreported Exceptions reported by the Title Company after the City has approved the condition of current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as applicable, to such Real Property vested exclusively in Buyer, subject only title to the Permitted Exceptions (or Property. The Seller shall not voluntarily create any new exceptions to title following the Title Companydate of this Agreement without the City’s prior written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If prior to the Closing, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New Surveysconsent.

Conveyance of Title. At Closing, Seller shall convey and transfertransfer to Purchaser its interest in the Real Property subject to the Permitted Exceptions. Notwithstanding anything contained herein to the contrary, or cause the Real Property shall be conveyed subject to the following matters, all of which shall be deemed to be conveyed or transferred, to Buyer Permitted Exceptions: (a) with respect to each Real Property other than the Ground Lease Properties, fee simple title to such Real Property by execution lien of all ad valorem real estate taxes and delivery assessments not yet due and payable as of the Deeds (Closing Date, subject to adjustment as defined in Section 4.2(a) hereof) and herein provided; (b) with respect local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Ground Lease PropertiesReal Property; (c) all violations of laws, the leasehold and sub-subleasehold interestsrules, as applicableregulations, in and to such Ground Lease Properties by execution and delivery statutes, ordinances, orders or requirements that have been cured but not yet removed of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance record that are insured over by the Title Company in a manner reasonably acceptable to Purchaser, subject to delivery by Seller of current ALTA Standard Coverage Ownerevidence reasonably satisfactory to Purchaser of such cure; (d) items appearing of record or shown on the Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Section 2.3 hereof; (e) such exceptions as Title Company shall commit to insure over in a manner reasonably satisfactory to Purchaser, without any additional cost to Purchaser, whether such insurance is made available in consideration of payment, bonding or indemnity by Seller or otherwise (provided that any such indemnity or other consideration shall be in a form reasonably satisfactory to Purchaser); (f) all matters, whether or not of record, to the extent caused solely by Purchaser or its agents, representatives or contractors; (g) the Mortgage (defined below), to the extent it is assigned to Purchaser’s Policies of Title Insurance lender pursuant to Section 2.6 hereof; (h) the Condominium Declaration, the By-Laws and ALTA Leasehold Policies of Title Insurance (or their equivalent the Condominium Plan No. 958 filed in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each Real Property, in the full amount City Register of the Allocated Purchase Price for such Real PropertyCity of New York on December 27, showing fee title, leasehold interest or sub-subleasehold interest, 1996 as applicable, to such Real Property vested exclusively in Buyer, subject only to Map No. 5412 (as since amended); and (i) the Permitted Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost rights of the Title Policies shall be paid by Seller. If prior to tenants under the Closing, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New SurveysLeases.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause transfer the Property to Purchaser. It shall be conveyed or transferred, a condition to Buyer (a) with respect Purchaser's obligation to each close this transaction that title to the Real Property other than the Ground Lease Properties, fee simple conveyed and transferred to Purchaser shall be such title to such the Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Ground Lease Properties, the leasehold and sub-subleasehold interests, as applicable, in and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and leasehold and sub-subleasehold interests shall be the issuance by will enable the Title Company of current ALTA Standard Coverage to issue to Purchaser an extended coverage American Land Title Association (ALTA) Form 2006 Owner’s Policies of Title Insurance and ALTA Leasehold Policies 's Policy of Title Insurance (or their equivalent in the applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the “Title Policies”) covering each the Real Property, in the full amount of the Allocated Purchase Price for such Real Price, subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as tenants only, without any right to acquire any portion of the Property, showing fee title, leasehold interest or sub-subleasehold interest, under the Leases described in the Rent Roll and any new Leases entered into between the Effective Date and Closing and (if required) approved by Purchaser in accordance with the terms of this Agreement; (b) the lien of all ad valorem real estate taxes and assessments not yet due and payable as applicable, to such Real Property vested exclusively in Buyerof the date of Closing, subject only to adjustment as herein provided; (c) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws, ordinances and regulations, now or hereafter in effect relating to the Permitted Exceptions Property; (or d) the mortgage securing the Loan and all other matters identified in Schedule 2.4(d) (the B-II title exceptions shown in the Title Company’s written commitment to issue such Title Policies). Except as provided below and Commitment other than the standard printed exceptions which will be deleted upon Seller's delivery of the documents identified in Section 4.6 4.2 hereof) attached hereto and made a part hereof, the cost of the Title Policies shall be paid by Seller. If prior except to the Closingextent Seller agrees to cure any such matters pursuant to Section 2.3 or 2.5 hereof; (e) additional items, Buyer shall deliver if any, appearing of record or shown on the Survey, except to Title Company New Surveys meeting the minimum standards as required extent Seller agrees to cure any such matters pursuant to Section 2.3 or 2.5 hereof; and (f) additional items, if any, approved by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), then Buyer shall be entitled Purchaser pursuant to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and the cost of such New SurveysSection 2.6 hereof.