Common use of Conveyance of Title Clause in Contracts

Conveyance of Title. Seller will convey the Property to Purchaser by a special warranty deed substantially in the form of Exhibit “B” attached hereto and incorporated herein for all purposes (the "Deed"), subject to any and all exceptions, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey of the Property, encumbrances, access limitations, licenses, prescriptive rights, any Leases (hereinafter defined) and the rights of tenants thereunder, and any and all other matters or conditions affecting the Property (including, without limitation, all matters reflected on the Title Policy, including, without limitation, any mortgages, deeds of trust, or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above), whether known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill of Sale”).

Conveyance of Title. Seller will convey the Property to Purchaser by a special warranty quitclaim deed substantially in the form of Exhibit “B” attached hereto and incorporated herein for all purposes (the "“Deed"”), subject to any and all exceptions, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey of the Property, liens, encumbrances, impositions (monetary and otherwise), access limitations, licenses, leases, prescriptive rights, any Leases (hereinafter defined) and the rights of tenants thereunderparties in possession, rights of tenants, co-tenants, or other co-owners, and any and all other matters or conditions affecting the Property (including, without limitation, all matters reflected on the Title Policy, including, without limitation, any mortgages, deeds of trust, or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above)Property, whether known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and prior and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill of Sale”).

Conveyance of Title. At Closing, Seller will shall convey and transfer to Purchaser such title to the Property as will enable the Title Company to issue to Purchaser by a special warranty deed substantially standard coverage Owner’s Policy of Title Insurance (the “Title Policy”) covering the Property, in the form full amount of Exhibit “B” attached hereto the Purchase Price; provided, however, that 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 tenants only, under the Leases; (b) the lien of all ad valorem real estate taxes and incorporated herein for all purposes (assessments not yet due and payable as of the "Deed")date of Closing, subject to any adjustment as herein provided; (c) liens encumbrances or other items created by Purchaser or its agents; (d) local, state and all exceptionsfederal laws, easementsordinances or governmental regulations, rights-of-wayincluding but not limited to, covenantsbuilding and zoning laws, conditionsordinances and regulations, restrictions, reservations, encroachments, protrusions, shortages now or hereafter in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey of effect relating to the Property, encumbrances, access limitations, licenses, prescriptive rights, any Leases ; and (hereinafter definede) and the rights items appearing of tenants thereunder, and any and all other matters record or conditions affecting the Property (including, without limitation, all matters reflected shown on the Title PolicySurvey and, includingin either case, without limitation, any mortgages, deeds of trust, not objected to by Purchaser or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii)in accordance with Sections 2.3 or 2.5 hereof. Notwithstanding anything contained herein to the contrary, above), whether known Permitted Exceptions shall not include (i) any mortgages or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against deeds of trust encumbering the Property for and (ii) all non-monetary liens that are voluntarily caused or created by Seller encumbering the current year Property after the Effective Date without the consent of Purchaser and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and (iii) any and all zoningmechanic’s liens relating to work authorized by Seller (but not in excess of $1,000,000), buildingjudgment liens against Seller and any delinquent taxes (collectively, the “Mandatory Cure Items”). In no event shall Mandatory Cure Items include any liens for (a) the amount of the credit to Purchaser pursuant to the first sentence of 4.5(b)(vii), and other laws, regulations, and ordinances (b) the amount of municipal and other governmental authorities affecting any Tenant Inducement Costs for new Leases or renewals or expansions of existing Leases that are the Property (all responsibility of Purchaser pursuant to the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser under second sentence of Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill of Sale”4.5(b)(vii).

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 will convey and its counsel. At the Closing, as a condition precedent to Buyer's obligation to close, Seller shall have delivered to Buyer a deed for the Real Property to Purchaser by a special warranty deed substantially in the form of Exhibit “B” attached hereto and incorporated herein for all purposes A (the each, a "Deed"), each subject to no exceptions other than the following (the "Permitted Exceptions"): (i) Interests and rights of Tenants in possession under Existing Leases and New Leases, 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 an inspection and/or survey of such Real Property, including those disclosed on a Survey; (iv) Any and all exceptionspresent and future laws, easements, rights-of-way, covenants, conditionsordinances, restrictions, reservationsrequirements, encroachmentsresolutions, protrusionsorders, shortages in arearules and regulations of any Governmental Authority, boundary disputes and discrepancies, matters which could be discovered as now or would be revealed by, respectively, an inspection hereafter existing or current survey of the Property, encumbrances, access limitations, licenses, prescriptive rights, any Leases (hereinafter defined) and the rights of tenants thereunder, and any and all other matters or conditions affecting the Property 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 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 as to which Seller shall deliver to Buyer, or the Title Company, at or prior to the Closing, proper instruments, in recordable form, canceling such lien or encumbrance, together with funds to pay the cost of recording and canceling the same; (vi) Such other exceptions as the Title Company 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 payment, bonding or indemnity by Seller or otherwise; (vii) Uniform Commercial Code filings that have expired or terminated by operation of law on or prior to the Closing Date; (viii) Any exceptions caused by Buyer, its agents, representatives or employees; and (ix) Any other matters reflected affecting title to such Property that have been approved or waived by Buyer pursuant to the terms hereof. The acceptance by Buyer of the Deeds shall be deemed to be a full performance and discharge of every obligation on the Title Policy, including, without limitation, any mortgages, deeds part of trust, or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above), whether known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty Seller to be conveyed performed under this Agreement with respect to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill of Sale”)applicable Property, other than those that are specifically stated herein to survive the Closing.

Conveyance of Title. At Closing, Seller will shall convey and transfer to Buyer such title to the Property as will enable the Title Company to Purchaser by a special warranty deed substantially in the form issue to Buyer, at Buyer's expense, an ALTA owner's policy of Exhibit “B” attached hereto and incorporated herein for all purposes title insurance (the "DeedTitle Policy")) covering the Property, in the full amount of the Purchase Price. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject only to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of the tenants, as tenants only, under the Leases; (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) rights of utility companies to maintain pipes, poles, cables and wires over, on or under the street and/or the part of the Property next to the street or running to or serving any building or improvement on the Property; (e) applicable zoning ordinances; (f) the title matters set forth on Exhibit E attached hereto; matters to which Buyer does not object pursuant to this Article II; (g) any and all exceptionsmatters that might have been shown on a survey if Buyer does not order a survey, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey of except to the Property, encumbrances, access limitations, licenses, prescriptive rights, any Leases extent the same were raised as Title Objections to the Title Commitment; (hereinafter definedh) and the rights of tenants thereunder, and any and all other matters or conditions affecting the Property (including, without limitation, all matters reflected created by or on the Title Policybehalf of Buyer, including, without limitation, any mortgagesdocuments or instruments to be recorded as part of any financing for the acquisition of the Property by Buyer; and (i) items appearing of record or shown on the Survey, deeds of trustgeneral and specific plans and planned development permits, and, in either case, not objected to by Buyer or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above), whether known Buyer in accordance with Sections 2.3 or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill of Sale”)2.5.

Conveyance of Title. Notwithstanding anything contained herein to the contrary, at Closing, Seller will shall convey the Property and transfer to Purchaser by a special warranty deed substantially its interest in the form of Exhibit Real Property subject to the following exceptions to title (the “B” Permitted Exceptions”): (a) Those matters specifically set forth on Schedule 2.4(a) attached hereto and incorporated herein for made a part hereof. (b) Any state of facts shown on the Survey. (c) The lien of all purposes (ad valorem real estate taxes and assessments not yet due and payable as of the "Deed")Closing Date, subject to any adjustment as herein provided. (d) All laws, ordinances, rules and all exceptions, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey regulations of the PropertyUnited States, encumbrances, access limitations, licenses, prescriptive rightsthe State of California, any Leases city or other subdivision or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Real Property or the Hotel, as the same may now exist or may be hereafter modified, supplemented or promulgated (hereinafter definedcollectively, the “Legal Requirements”). (e) All presently existing and the rights future liens of tenants thereunderreal estate taxes or assessments and water rates, water meter charges, water frontage charges and any sewer taxes, rents and all other charges, if any, subject to apportionment as provided in this Agreement. (f) Any matters or conditions affecting the Property (including, without limitation, all matters reflected on over which the Title PolicyCompany is willing to insure to the reasonable satisfaction of Purchaser at no additional cost (or, includingif there is additional cost, without limitationif Seller will pay the cost). (g) Any matters against which the Title Company is willing to provide affirmative insurance to the reasonable satisfaction of Purchaser at no additional cost (or, any mortgagesif there is additional cost, deeds of trust, if Seller will pay the cost). (h) Any other matter affecting title to the Real Property that was not objected to by Purchaser or other monetary liens or impositions that have not been released, the continuing existence of which have been was waived or deemed waived by Purchaser under in accordance with Section 6.(c)(ii)2.3 hereof. (i) All violations of laws, above), whether known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and any and all zoning, building, and other lawsrules, regulations, statutes, ordinances, orders or requirements of law and/or conditions giving rise to the same; (j) The rights of Hotel guests which occupy the Hotel or have any Booking or reservation for rooms, food and ordinances of municipal beverages, meetings and other governmental authorities affecting customary Hotel uses relating to periods subsequent to the Property Closing Date; and (all k) The rights of the foregoing being collectively referred to as tenants under the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser Space Leases and any person claiming by, through or under Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill of Sale”)such tenants.

Conveyance of Title. Notwithstanding anything contained herein to the contrary, at Closing, Seller will shall convey the Property and transfer to Purchaser by a special warranty deed substantially its interest in the form of Exhibit “B” attached hereto and incorporated herein for all purposes Real Property subject to the following exceptions to title (the "Deed")“Permitted Exceptions”): (a) Those matters specifically set forth on Schedule B to Exhibit I. (b) Any state of facts shown on the Survey. (c) The lien of all ad valorem real estate taxes not yet due and payable as of the Closing Date, subject to adjustment as herein provided. (d) All laws, ordinances, rules and regulations of the United States, the State of New York, any city or other subdivision or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Real Property or the Hotel, as the same may now exist or may be hereafter modified, supplemented or promulgated (collectively, the “Legal Requirements”); excluding in all cases any violation of which Seller has received notice and all exceptions, easements, rights-of-way, which is outstanding as of the Closing Date. (e) All covenants, conditionsrestrictions and utility company rights, restrictionseasements and franchises relating to electricity, reservationswater, encroachmentssteam, protrusionsgas, shortages telephone, sewer or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes and other fixtures and facilities in, over, under and upon the Real Property or the Hotel, provided that, in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey the case of any of the Propertyforegoing items which shall not be of record as of the date hereof, encumbrances, access limitations, licenses, prescriptive rights, any Leases the same do not materially adversely affect the present use of the Real Property or the Hotel. (hereinafter definedf) and the rights of tenants thereunder, and any and all other Any matters or conditions affecting the Property (including, without limitation, all matters reflected on over which the Title PolicyCompany is willing to insure at no additional cost, includingsubject to the approval of Purchaser regarding the basis on which Title Company is willing to provide such coverage, without limitationwhich approval shall not to be unreasonably withheld unless the sole basis for the Title Company providing such coverage is an indemnity from Seller Group, any mortgagesin which event Purchaser shall be entitled to withhold approval in its sole and absolute discretion. (g) Any matters against which the Title Company is willing to provide affirmative insurance against collection from the Real Property or interference with the current use of the Real Property at no additional cost, deeds subject to the approval of trustPurchaser regarding the basis on which the Title Company is willing to provide such coverage, which approval shall not to be unreasonably withheld unless the sole basis for the Title Company providing such coverage is an indemnity from Seller Group, in which event Purchaser shall be entitled to withhold approval in its sole and absolute discretion. (h) Any other matter or other monetary liens thing affecting title to the Real Property disclosed by a Title Update that was not objected to by Purchaser or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under in accordance with Section 6.(c)(ii)2.3 hereof. (i) [Intentionally Omitted.] (j) All violations of laws, above), whether known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and any and all zoning, building, and other lawsrules, regulations, statutes, ordinances, orders or requirements of law and/or conditions giving rise to the same first issued after the Effective Date; provided, however, same does not affect or limit in any manner the representations and ordinances warranties made by Seller under this Agreement nor Purchaser’s rights under this Agreement with respect to a breach of municipal such representations and other governmental authorities affecting the Property (all warranties including without limitation Purchaser’s ability to terminate this Agreement and receive a return of the foregoing being collectively referred Xxxxxxx Money in connection therewith; (k) Occupancy by transient guests of the Hotel and Bookings. (l) The rights of the tenant under the Space Lease and any person claiming by, through or under such tenants to occupy the space as a tenant only, and without any rights of first offer, rights of first refusal, purchase options or any other rights other than as a mere tenant; provided, however, that this exception to title does not affect or limit in any manner the "Permitted Encumbrances"). Any personalty representations and warranties made by Seller elsewhere in this Agreement nor Purchaser’s rights under this Agreement with respect to be conveyed a breach of such representations and warranties, including Purchaser’s right to Purchaser under Section 32 hereof shall be conveyed by terminate this Agreement and receive a quitclaim bill return of sale (the “Bill of Sale”)Xxxxxxx Money in connection therewith.

Conveyance of Title. Seller will convey the Property to Purchaser by a special warranty quitclaim deed substantially in the form of Exhibit “B” attached hereto and incorporated herein for all purposes (the "“Deed"”), subject to any and all exceptions, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey of the Property, liens, encumbrances, impositions (monetary and otherwise), access limitations, licenses, leases, prescriptive rights, any Leases (hereinafter defined) and the rights of tenants thereunderparties in possession, rights of tenants, co-tenants, or other co-owners, and any and all other matters or conditions affecting the Property (including, without limitation, all matters reflected on the Title Policy, including, without limitation, any mortgages, deeds of trust, or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above)Property, whether known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and prior and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty Personal Property to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill xxxx of sale (the “Bill Xxxx of Sale”).

Conveyance of Title. At Closing, Seller will shall convey and transfer to Buyer such title to the Property as will enable the Title Company to Purchaser by a special warranty deed substantially in the form issue to Buyer, at Buyer's expense, an ALTA owner's policy of Exhibit “B” attached hereto and incorporated herein for all purposes title insurance (the "DeedTitle Policy")) covering the Property, in the full amount of the Purchase Price. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject only to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of the tenant, as a tenant only, under the Lease; (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) rights of utility companies to maintain pipes, poles, cables and wires over, on or under the street and/or the part of the Property next to the street or running to or serving any building or improvement on the Property; (e) applicable zoning ordinances; (f) the title matters set forth on Exhibit D attached hereto; (g) matters listed in Schedule B, Section II of the Title Commitment to which Buyer does not object pursuant to this Article II; (h) any and all exceptionsmatters that might have been shown on a survey if Buyer does not order a survey, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey of except to the Property, encumbrances, access limitations, licenses, prescriptive rights, any Leases extent the same were raised as Title Objections to the Title Commitment; (hereinafter definedi) and the rights of tenants thereunder, and any and all other matters or conditions affecting the Property (including, without limitation, all matters reflected created by or on the Title Policybehalf of Buyer, including, without limitation, any mortgagesdocuments or instruments to be recorded as part of any financing for the acquisition of the Property by Buyer; and (j) items appearing of record or shown on the Survey, deeds of trustgeneral and specific plans and planned development permits, and, in either case, not objected to by Buyer or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above), whether known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change Buyer in usage or ownership, or both, of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill of Sale”)accordance with Sections 2.3.

Conveyance of Title. Seller will convey (a) At Closing, Buyer shall obtain from [TO BE INSERTED – TITLE COMPANY SELECTED BY BUYER] (the Property “Title Company”) an ALTA 2006 Owner’s Title Insurance Policy (the “Title Policy”) insuring that fee simple title to Purchaser by a special warranty deed substantially the Premises is vested in Buyer, in the full amount of the Purchase Price, with all standard and general printed exceptions deleted (subject only to the Permitted Exceptions) so as to afford full “extended form coverage”, together with such endorsements as Buyer shall reasonably request, and otherwise in a form and substance consistent with the Title Commitment (as defined herein). 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 Exhibit “B” attached hereto tenants, as tenants only, under the Leases and incorporated herein for any new Leases entered into between the date hereof and Closing in accordance with the terms of this Agreement; (ii) the lien of all purposes (ad valorem real estate taxes and assessments not yet due and payable as of the "Deed")date of Closing, subject to any 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 exceptionsmatters, easementswhether or not of record, rights-of-waythat arise out of the actions of Buyer or its agents, covenantsrepresentatives or contractors; (v) such state of facts as may be shown on the Survey (as defined herein), conditionsthe Title Policy and/or the Title Commitment, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters or which could be discovered or would be revealed by, respectively, an disclosed by a physical inspection or current survey of the Property, encumbrances, access limitations, licenses, prescriptive rights, any Leases (hereinafter defined) and the rights of tenants thereunder, and any and all other matters or conditions affecting the Property (including, without limitation, all matters reflected on the Title Policy, including, without limitation, any mortgages, deeds of trust, or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above), whether known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and (vi) those matters which Seller is not obligated to remove as provided below. (b) Notwithstanding the foregoing, all Voluntary Liens (defined below) will be satisfied by Seller on or prior to the Closing Date. For the purposes of this Agreement, a “Voluntary Lien” shall mean (i) any mortgage or deed of trust granted or assumed by Seller and encumbering the Property, (ii) any other monetary lien or monetary encumbrance, including mortgages, judgments and all zoningfederal, buildingstate and municipal tax liens, and other laws, regulations, and ordinances first appearing on record during Seller’s ownership of municipal and other governmental authorities affecting the Property created or caused by Seller or that Seller has suffered to exist (such as a tenant’s mechanics’ lien attached to the fee estate of the Property (rightfully or wrongfully) that Seller could have required such tenant to remove but failed to do so) and (iii) all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty non-monetary liens and encumbrances which Seller has allowed to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill of sale (placed on the “Bill of Sale”).Property without Buyer’s written consent from and after the Effective Date. {W6394298.7} -2-

Conveyance of Title. Seller will convey the Property by quitclaim deed substantially in the form of the Conveyance Deed; provided, however, that if the state in which the Property is located does not recognize a conveyance by quitclaim deed, Seller will convey the Property to Purchaser by a special deed without warranty deed substantially in form and substance satisfactory to Seller in its sole and absolute discretion. In each such instance, the form of Exhibit “B” attached hereto and incorporated herein for all purposes (the "Deed"), Conveyance Deed will be expressly subject to any and all exceptions, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey of the Property, liens, encumbrances, impositions (monetary and otherwise), access limitations, licenses, leases, prescriptive rights, any Leases (hereinafter defined) and the rights of tenants thereunderparties in possession, rights of tenants, co-tenants, or other co-owners, and any and all other matters or conditions affecting the Property (including, without limitation, all matters reflected on the Title Policy, including, without limitation, any mortgages, deeds of trust, or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above)Property, whether known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and prior and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or usage, ownership, or bothmistake, of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "“Permitted Encumbrances"”). Any personalty Seller has no obligation to remove, eliminate or modify any Permitted Encumbrance, whether evidenced by a title commitment, survey, or otherwise. Personal Property, if any, will be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill without any warranty or representation of Sale”)any kind in a form determined by Seller in its sole and absolute discretion.

Conveyance of Title. At Closing, Seller will shall convey and transfer to Buyer such title to the Property as will enable Title Company to Purchaser by a special warranty deed substantially in the form issue to Buyer, at Buyer's expense, an ALTA owner's policy of Exhibit “B” attached hereto and incorporated herein for all purposes title insurance (the "DeedTitle Policy")) covering the Property, in the full amount of the Purchase Price. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject only to the following matters, which shall be deemed to be Permitted Exceptions: (a) 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; (b) 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; (c) rights of utility companies to maintain pipes, poles, cables and wires over, on or under the street and/or the part of the Property next to the street or running to or serving any building or improvement on the Property; (d) applicable zoning ordinances; (e) the title matters set forth on Exhibit C attached hereto; (f) matters listed in Schedule B, Section II of the Title Commitment to which Buyer does not object pursuant to this Article II; (g) any and all exceptionsmatters that might have been shown on a survey if Buyer does not order a survey, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey of except to the Property, encumbrances, access limitations, licenses, prescriptive rights, any Leases extent the same were raised as Title Objections to the Title Commitment; (hereinafter definedh) and the rights of tenants thereunder, and any and all other matters or conditions affecting the Property (including, without limitation, all matters reflected created by or on the Title Policybehalf of Buyer, including, without limitation, any mortgagesdocuments or instruments to be recorded as part of any financing for the acquisition of the Property by Buyer; and (i) items appearing of record or shown on the Survey, deeds of trustgeneral and specific plans and planned development permits, and, in either case, not objected to by Buyer or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above), whether known Buyer in accordance with Sections 2.3 or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill of Sale”)2.5.

Conveyance of Title. Seller will convey the Property to Purchaser by a special warranty quitclaim deed substantially in the form of Exhibit “"B” " attached hereto and incorporated herein for all purposes (provided, however, that if the state in which the Property is located does not recognize a conveyance by quitclaim deed, Seller will convey the Property to Purchaser by a deed without warranty in form and substance satisfactory to Seller in its sole and absolute discretion, in each such instance, the "Deed"), subject to any and all exceptions, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary boundmy disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey of the Property, liens, encumbrances, impositions (monetary and otherwise), access limitations, licenses, leases, prescriptive rights, any Leases (hereinafter defined) and the rights of tenants thereunderparties in possession, rights of tenants, co­ tenants, or other co-owners, and any and all other matters or conditions affecting the Property (including, without limitation, all matters reflected on the Title Policy, including, without limitation, any mortgages, deeds of trust, or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above)Property, whether known or unknown, recorded or unrecordedumecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and prior and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill xxxx of sale (the “Bill "Xxxx of Sale”").

Conveyance of Title. Seller will convey the Property to Purchaser by a special warranty deed substantially in the form of Exhibit “B” attached hereto and incorporated herein for all purposes (the "Deed"), subject to any and all exceptions, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey of the Property, encumbrances, access limitations, licenses, prescriptive rights, any Leases (hereinafter defined) and the rights of tenants thereunder, and any and all other matters or conditions affecting the Property (including, without limitation, all matters reflected on the Title Policy, including, without limitation, any mortgages, deeds of trust, or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above), whether known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill xxxx of sale (the “Bill Xxxx of Sale”).

Conveyance of Title. At Closing, Seller will shall convey and transfer to Purchaser such title to the Property as will enable the Title Company to issue to Purchaser by a special warranty deed substantially standard coverage owner’s title insurance policy (the “Title Policy”) covering the Real Property, in the form full amount of Exhibit the Purchase Price, subject only to the “BPermitted Exceptions” attached hereto (as hereinafter defined). Purchaser may obtain extended coverage owner’s title insurance policy and incorporated any endorsements that Purchaser may request at its sole cost and expense, provided the same shall not be a condition precedent to Closing hereunder. Notwithstanding anything contained herein for to the contrary, the Property shall be conveyed subject to the following matters (collectively, “Permitted Exceptions”): (a) the rights of tenants under the Leases; (b) the lien of all purposes (ad valorem real estate taxes and assessments not yet delinquent as of the "Deed")date of Closing, subject to adjustment and prorations as herein provided; (c) the lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5, commencing with Section 75, of the California Revenue and Taxation Code; (d) liens, encumbrances or other items caused or created by Purchaser; (e) 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 (f) items appearing of record or shown on the Survey (or any and all exceptions, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an ascertained by a proper visual inspection or current updated survey of the Real Property) and, encumbrancesin either case, access limitations, licenses, prescriptive rights, any Leases (hereinafter defined) and the rights of tenants thereunder, and any and all other matters not objected to by Purchaser or conditions affecting the Property (including, without limitation, all matters reflected on the Title Policy, including, without limitation, any mortgages, deeds of trust, or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above), whether known in accordance with Sections 2.3 or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill of Sale”)2.5 hereof.

Conveyance of Title. At Closing, each Seller will shall convey the Property and transfer to Purchaser by such title to such Seller’s Property as will enable the Title Company to issue to Purchaser a special warranty deed substantially policy of Title Insurance (or equivalent xxxx-up or signed pro forma serving as the policy until the final policy of Title Insurance is issued) (the “Title Policy”) covering each Property, in the form full amount of Exhibit “B” attached hereto and incorporated herein for all purposes (the "Deed")Purchase Price allocated to such Property, subject to the Permitted Exceptions. Notwithstanding anything contained herein to the contrary, each Property shall be conveyed subject to the following matters, all of which shall be deemed to be Permitted Exceptions (and, notwithstanding anything to the contrary contained in Section 2.3 above or any and all exceptionsother provision hereof, easements, rights-of-way, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, matters which could be discovered or would be revealed by, respectively, an inspection or current survey no event shall Purchaser have the right to terminate this Agreement after the expiration of the Property, encumbrances, access limitations, licenses, prescriptive rights, Inspection Period on account of the existence of any of the following): (a) the Leases (hereinafter definedas well as any new leases, or amendments to existing Leases, entered into in accordance with Section 5.4 of this Agreement) and the rights of the tenants thereunderthereunder and others claiming by, through or under such Leases; (b) the lien of all ad valorem real estate taxes and assessments, water and sewer charges and other lienable charges assessed by a governmental or quasi-governmental agency not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (c) all present and future local, state and federal laws, codes, statutes, ordinances, orders and governmental regulations, including, but not limited to, building, land use, zoning and environmental laws, codes, statutes, ordinances, orders and regulations, now or hereafter in effect relating to a Property, including any landmark designations, zoning variances and all other matters special exceptions (collectively, “Applicable Laws”); provided, that, Purchaser shall have the right to object to and terminate this Agreement prior to the end of the Inspection Period as a result of any Property being in violation of any Applicable Laws; (d) any lien or conditions affecting the Property encumbrance (including, without limitation, any mechanic’s lien and materialmen’s lien) the removal of which is the obligation of a tenant pursuant to its Lease; and (e) all matters reflected other items (i) appearing of record or shown on the Title PolicySurveys and, includingin either case, without limitation, any mortgages, deeds of trust, not objected to by Purchaser or other monetary liens or impositions that have not been released, the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above), whether known in accordance with Sections 2.3 or unknown, recorded 2.5 hereof or unrecorded, (ii) otherwise designated as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, of the Property; and Permitted Exception pursuant to any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill of Sale”)express provision hereof.

Conveyance of Title. At Closing, Seller will shall convey and transfer to Purchaser, and Purchaser shall accept, fee simple title to the Real Property to Purchaser by a special warranty deed substantially in execution and delivery of the form of Exhibit “B” attached hereto and incorporated herein for all purposes Deed (the "Deed"as hereinafter defined), subject to any and all exceptionsthe following matters, easementswhich are hereinafter referred to collectively as the "Permitted Exceptions" and, rights-of-wayindividually, covenants, conditions, restrictions, reservations, encroachments, protrusions, shortages in area, boundary disputes and discrepancies, as a "Permitted Exception": (a) those matters subject to which could be discovered or would be revealed by, respectively, an inspection or current survey Purchaser has elected to accept the conveyance of the Property; (b) local, encumbrancesstate and federal laws, access limitationsordinances or governmental regulations including but not limited to, licensesbuilding and zoning laws, prescriptive rightsordinances and regulations now or hereafter in effect relating to the Property; (c) the Leases, any Leases (hereinafter defined) and the rights of tenants thereundersubleases, any memoranda thereof and any non-disturbance agreements with tenants, subtenants, licensees or other occupants of the Building whether or not recorded against the Real Property; (d) the Operating Agreements; (e) violations of laws, regulations, ordinances, orders or requirements, if any, noted in or issued prior or subsequent to the Closing Date by any governmental or municipal department or authority having jurisdiction over the Real Property and any conditions constituting such violations, although not so noted or issued; (f) any liens, exceptions, objections or other matters which do not materially and adversely affect the use and operation of the Building as the same is currently being used and operated; (g) any liens, exceptions, objections or other matters which are caused or created by or on behalf of Purchaser or any of Purchaser's agents, employees or contractors; (h) all mechanics', materialmen's and other similar liens, levies and charges against the Property, which is the obligation of any of the tenants, subtenants, licensees or occupants of the Property or a portion thereof to discharge, whether under its respective Lease, sublease, or by law or otherwise; and (i) all other matters or conditions affecting the Property and exceptions noted on Exhibit D annexed hereto and made a part hereof (including, without limitation, all matters reflected on and exceptions listed or described in the Title Policy, including, without limitation, any mortgages, deeds of trust, or other monetary liens or impositions that have not been released, Survey and the continuing existence of which have been waived or deemed waived by Purchaser under Section 6.(c)(ii), above), whether known or unknown, recorded or unrecorded, as well as standby fees, real estate taxes, and assessments on or against the Property for the current year and subsequent years and subsequent taxes and assessments for prior years becoming due by reason of a change in usage or ownership, or both, mark- up of the Property; and any and all zoning, building, and other laws, regulations, and ordinances of municipal and other governmental authorities affecting the Property (all of the foregoing being collectively referred to as the "Permitted Encumbrances"). Any personalty to be conveyed to Purchaser under Section 32 hereof shall be conveyed by a quitclaim bill of sale (the “Bill of Sale”Tixxx Commitment).