Common use of Permitted Exceptions to Title Clause in Contracts

Permitted Exceptions to Title. The Property shall be sold and conveyed subject to the following exceptions to title (the “Permitted Exceptions”): (a) any state of facts that an accurate survey may show and any exceptions to title which would be disclosed by an inspection of the Property; (b) those matters specifically set forth on Exhibit D attached hereto and made a part hereof; (c) all laws, ordinances, rules and regulations of the United States, the State of Georgia, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property (each, a “Governmental Authority”), as the same may now exist or may be hereafter modified, supplemented or promulgated; (d) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not yet due and payable and are apportioned as provided in this Agreement; (e) any other matter or thing affecting title to the Property that Purchaser shall have agreed or be deemed to have agreed to waive as an Unpermitted Exception, including, without limitation: (i) any Unpermitted Exceptions with respect to which Purchaser does not timely submit a Title Objection Notice; and (ii) any Unpermitted Exceptions with respect to which Purchaser does timely submit a Title Objection Notice but which Seller elects not to remove or cure, subject to which Purchaser has elected or is deemed to have elected to accept title to the Property; and (f) all violations of laws, ordinances, orders, requirements or regulations of any Governmental Authority applicable to the Property and existing on the Closing Date, whether or not noted in the records of or issued by any Governmental Authority.

Permitted Exceptions to Title. The Property shall be sold and conveyed subject to the following exceptions to title (the “Permitted Exceptions”): (a) any state of facts that matters shown on the Survey and not objected to by Purchaser as an accurate survey may show and any exceptions to title which would be disclosed by an inspection of the PropertyUnpermitted Exception; (b) the Existing Financing Documents and those matters specifically set forth on Exhibit D B attached hereto hereto, as it may be revised from time to time to include schedule B exceptions to coverage as set forth in the Purchaser’s pro-forma policy or policies of title insurance issued by the Title Company in the State of Ohio, and made a the final form of this Exhibit shall be included as part hereofof Exhibit B to the Deed; (c) all laws, ordinances, rules and regulations of the United States, the State of GeorgiaOhio, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property (each, a “Governmental Authority”), as the same may now exist or may be hereafter modified, supplemented or promulgated; (d) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not yet due and payable and are apportioned at Closing as provided in this Agreement; (e) any other matter or thing Unpermitted Exception affecting title to the Real Property that Purchaser shall have agreed or be deemed to have agreed to waive as an Unpermitted Exception, including, without limitation: provided in Section 4.1.1(b) above; (if) rights of the tenants under a Lease either identified in the Lease Exhibit (as hereinafter defined) or entered into after the Effective Date in accordance with the terms of this Agreement; (g) all utility easements of record which do not interfere with the present use of the Property; (h) any Unpermitted Exceptions with respect to which Purchaser does not timely submit a Title Objection Notice; and (ii) any Unpermitted Exceptions with respect to which Purchaser does timely submit a Title Objection Notice but which Seller elects not to remove other matter or cure, subject to which Purchaser has elected or is deemed to have elected to accept thing affecting title to the Real Property that would have been discovered in the course of Purchaser’s Investigations but for any error, omission, or mistake made by Purchaser or Purchaser’s employees, agents, or contractors in conducting or interpreting the results of such Investigations (e.g. an encumbrance on title to the Real Property not reflected on Purchaser’s pro-forma title policy, a title matter not reflected on Purchaser’s Survey, etc.), it being the intention of the parties that Purchaser, not Seller, shall be responsible for any and all errors or omissions in Purchaser’s Investigations and evaluation of the Real Property; and (fi) all violations the printed or standard exceptions which appear on Purchaser’s pro forma policy of laws, ordinances, orders, requirements or regulations of any Governmental Authority applicable to title insurance issued by the Property and existing on the Closing Date, whether or not noted Title Company in the records State of Ohio and which cannot be removed or issued modified by delivery of a standard owner’s affidavit or any Governmental Authorityother standard commercial affidavit that may be reasonably required by the Title Company.

Permitted Exceptions to Title. The Subject to the terms and provisions of this Agreement, the Property shall be sold and conveyed subject only to the following exceptions to title (the “"Permitted Exceptions”"): (a) any state of facts that an accurate survey may show All presently existing and any exceptions to title which would be disclosed by an inspection future liens for unpaid real estate taxes and water and sewer charges not due and payable as of the Propertydate of the Closing, subject to adjustment as hereinabove provided or which are made Seller's obligation under the Lease; (b) those matters specifically set forth Any state of facts shown on Exhibit D attached hereto and made a part hereofthe Survey (other than any Title Objections that Seller is expressly obligated pursuant to the terms hereof to remove prior to Closing); (c) all laws, ordinances, rules and regulations of the United States, the State of Georgia, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property Governmental Authority (each, a “Governmental Authority”as hereinafter defined), as the same may now exist or may be hereafter modified, supplemented supplemented, promulgated, meted or promulgatedissued; (d) the right, lack of right or restricted right of any owner of the Property to construct and/or maintain (and the right of any Governmental Authority to require the removal of) any vault or vaulted area, in or under the streets, sidewalks or other areas abutting the Property, and any applicable licensing statute, ordinance and regulation, the terms of any license pertaining thereto and the lien of vault taxes, provided any such vault taxes or charges which are then due and payable are paid by Seller at Closing and any such vault taxes or charges which are not then due and payable are apportioned as provided in this Agreement (or are made Seller's obligation under the Lease); (e) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not yet not, as of the Closing, due and payable and are apportioned as provided in this Agreement; (e) any other matter or thing affecting title to the Property that Purchaser shall have agreed or be deemed to have agreed to waive as an Unpermitted Exception, including, without limitation: (i) any Unpermitted Exceptions with respect to which Purchaser does not timely submit a Title Objection Notice; and (ii) any Unpermitted Exceptions with respect to which Purchaser does timely submit a Title Objection Notice but which Seller elects not to remove or cure, subject to which Purchaser has elected or is deemed to have elected to accept title to the Property; and (f) all violations of laws, ordinances, orders, requirements or regulations of any Governmental Authority applicable Authority, having jurisdiction with respect to the Property and existing on the Closing Date, whether or not noted in the records of of, or issued by by, any Governmental Authority, existing on the Closing Date or hereafter issued or noted, but specifically not including fines or penalties resulting from such violations; (g) all possible minor 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 Property or any adjoining property including, without limitation, the roof cornice located on the northwest corner of the roof on the improvements located on Block 2447 Lot 36 and shown on the Survey, subject to the terms of the ZLDA (as hereinafter defined); (h) standard printed exclusions from coverage contained in the form of title policy or "marked-up" title commitment employed by the Title Company; (i) such matters as the Purchaser's Title Company shall be willing to omit as exceptions to coverage or affirmatively insure over at no cost or expense to Purchaser with respect to an owner's policy of title insurance issued by Purchaser's Title Company on the Closing Date and the title insurance policy for Purchaser's lender; (j) minor variations between the tax lot lines and the description of the Land set forth on Exhibit A attached hereto and made a part hereof; (k) all utility easements of record; (l) the exceptions set forth on Schedule 5.1.3; (m) any matter that is deemed a Permitted Exception in accordance with Section 5.1.2(b) of this Agreement; (n) any liens, encumbrances and other matters created by or on behalf of Purchaser, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by Purchaser; (o) any exception not included in the Purchaser's Exception Notice (hereinafter defined) or deemed to be a Permitted Exception pursuant to the terms hereof; and (p) any other matter or thing affecting title to the Property that Purchaser shall have expressly agreed in writing to accept.

Permitted Exceptions to Title. The At Closing, the Real Property shall be sold and conveyed subject to the following exceptions to title (the “"Permitted Exceptions”"): (a) 5.6.1 any state of facts that an accurate survey may show and any exceptions to title which would be disclosed by an inspection of the Propertyshow; (b) 5.6.2 those matters specifically set forth on Exhibit D G attached hereto and made a part hereof; (c) 5.6.3 all laws, ordinances, rules and regulations of the United States, the State of GeorgiaMinnesota, the City of Oakdale, the County of Washington, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property (each, a “"Governmental Authority”"), as the same may now exist or may be hereafter modified, supplemented or promulgatedpromulgated including, without limitation, zoning ordinances and restrictions and amendments thereto now or hereafter in force or effect; (d) 5.6.4 all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not yet due and payable and are apportioned as provided in this Agreement; (e) 5.6.5 covenants, restrictions, easements, reservations and agreements of record provided the present use of the Real Property is not prohibited thereby or provided that the Title Company shall be willing to insure, at no additional cost, that any other matter existing improvement which may violate such covenant, restriction, easement, reservation or thing affecting title to agreement of record, if any, may remain as long as such improvement shall stand and that in the Property that Purchaser shall have agreed event of any damage or be deemed to have agreed to waive as an Unpermitted Exception, including, without limitation: (i) any Unpermitted Exceptions with respect to which Purchaser does not timely submit a Title Objection Notice; and (ii) any Unpermitted Exceptions with respect to which Purchaser does timely submit a Title Objection Notice but which Seller elects not to remove or cure, subject to which Purchaser has elected or is deemed to have elected to accept title destruction to the Property; and, that the Improvements will be permitted to be reconstructed; (f) 5.6.6 all violations of laws, ordinances, orders, requirements or regulations of any Governmental Authority applicable to the Real Property and existing on the Closing Date, whether or not noted in the records of or issued by any Governmental Authority; 5.6.7 all utility company rights, easements and franchises to maintain and operate lines, poles, wires, cables, pipes, distribution boxes and other fixtures and facilities in, over, under and upon the Property provided that the same do not adversely affect the use of the Real Property for its present use; 5.6.8 the printed exceptions which appear in the standard form Title Policy of the title insurance issued by the Title Company in the State of Minnesota; 5.6.9 projections and/or encroachments of retaining walls, stoops, areas, steps, xxxxx, trim, cornices, standpipes, fire escapes, coal chutes, casings, ledges, water tables, lintels, porticos, keystones, bay windows, xxxxxx, copings, cellar doors, sidewalk elevators, fences, fire escapes and the like, or similar projections of objects on, under or above any adjoining streets of the Real Property or any property adjoining the Real Property, or within any set back areas, and encroachments of similar elements projecting from adjoining property over the Real Property and variations between the lines of record title and fences, retaining walls, hedges, and the like; 3877973.10 5.6.10 right, lack of right or restricted right of any owner of the Real Property to construct and/or maintain (and the right of any Governmental Authority to require the removal of) any vault or vaulted area, in or under the streets, sidewalks or other areas abutting the Real Property, and any applicable licensing statute, ordinance and regulation, the terms of any license pertaining thereto and the lien of street, sidewalk or other area vault taxes, provided any such vault taxes or charges which are then due and payable are paid by Seller at Closing; 5.6.11 rights of tenants of the Real Property pursuant to the Leases, and others claiming by, through or under any such tenants; 5.6.12 the lien of any mortgage, lien or other encumbrance granted, created, or obtained by the Purchaser; 5.6.13 such matters as the Title Company shall be willing, without special premium to Purchaser, to omit as exceptions to coverage from the Title Policy; 5.6.14 so long as the Title Company shall omit the same from the Title Policy, any financing statements, chattel mortgages, conditional bills of sale or other form of security interest against personalty, encumbering personalty not owned by Seller or filed more than five (5) years prior to the Closing Date; 5.6.15 variations between the tax lot lines and the description of the Real Property set forth on Exhibit A attached hereto and made a part hereof; and 5.6.16 [Intentionally deleted].

Permitted Exceptions to Title. The Property Properties shall be sold and conveyed owned by Seller Subsidiaries subject to the following exceptions to title (the “Permitted Exceptions”): (a1) any Any state of facts that an accurate survey may show and any defects, objections or exceptions to title which would be disclosed by an inspection of shown on the PropertySurveys or the Title Commitments, excluding any Monetary Encumbrance; (b2) those matters specifically set forth on Exhibit D attached hereto and made a part hereofLiens or Notices of Commencement recorded in connection with any Landlord TI Work or Tenant TI Work the cost of which would constitute Purchaser TI Expenditures; (c3) all laws, ordinances, rules rules, codes and regulations of the United States, the State of Georgia, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property (each, a “Governmental Authority”), as the same may now exist or may be hereafter modified, supplemented supplemented, promulgated, meted or promulgatedissued; (d4) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are for the year of Closing and future years not yet due and payable and are apportioned delinquent as provided in this Agreementof the Closing Date (without limiting the provisions regarding proration of such amounts as set forth herein); (e5) all Violations, applicable to any Properties whether or not noted in the records of, or issued by, any Governmental Authority, existing on the Closing Date; (6) such matters as the Title Company or Commonwealth shall be willing to omit as exceptions to coverage or affirmatively insure over; (7) all standard title insurer exceptions and exclusions from coverage set forth in the “title jacket”; (8) the general exceptions which can be deleted only by delivery of an updated survey; (9) exceptions resulting from acts of Purchaser, and those claiming by, through and under Purchaser; (10) unpaid personal property, real estate, excise, general and special taxes and assessments for the year of Closing and future years not yet delinquent as of the Closing Date (without limiting the provisions regarding proration of such amounts as set forth herein); (11) rights of the tenants or other users or occupants of the Properties under the Leases (“Tenants”), as tenants only (other than those Leases set forth on Schedule 9), under the Leases; (12) minor variations between the tax lot lines and the description of the Land set forth on Exhibit A; (13) all utility easements of record; (14) any defects, liens, encumbrances or other matters which will be extinguished upon the transfer of the Properties to the Seller Subsidiaries; (15) any deemed Permitted Exception pursuant to Section 5.1.2; (16) any other covenants, conditions, agreements, rights of way, irregularities in title and other exceptions and encumbrances that are (i) not the result of any agreement, affirmative consent or other voluntary act of Seller or SUSP I PSA Seller (other than any agreement, affirmative consent or other voluntary act required under applicable law), and (ii) not reasonably likely to (a) materially and adversely interfere with, impair or restrict (1) the current use and operation of a Property, (2) the current access to and egress from a Plot or an Improvement or (3) the current provision of any utility or drainage service to a Plot or an Improvement, or (b) materially and adversely affect the current value of a Property; and (17) any other matter or thing affecting title to the Property Properties that Purchaser shall have agreed agreed, or be deemed to have agreed agreed, to waive as an Unpermitted Exception, including, without limitation: (i) any Unpermitted Exceptions with respect to which Purchaser does not timely submit a Title Objection Notice; and (ii) any Unpermitted Exceptions with respect to which Purchaser does timely submit a Title Objection Notice but which Seller elects not to remove or cure, subject to which Purchaser has elected or is deemed to have elected to accept title to the Property; and (f) all violations of laws, ordinances, orders, requirements or regulations of any Governmental Authority applicable to the Property and existing on the Closing Date, whether or not noted in the records of or issued by any Governmental Authoritywaive.

Permitted Exceptions to Title. The Property shall be sold and conveyed subject to the following exceptions to title (the “Permitted Exceptions”): (a) any state of facts that an accurate survey may show and any exceptions to title which would be disclosed by an inspection of the Propertyshow; (b) those matters specifically set forth on Exhibit D attached hereto and made a part hereof; (c) all laws, ordinances, rules and regulations of the United States, the State of GeorgiaTexas, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property (each, a “Governmental Authority”), as the same may now exist or may be hereafter modified, supplemented or promulgated; (dc) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not yet due and payable and are apportioned as provided in this Agreement; (ed) any other matter or thing affecting title to the Property that Purchaser shall have agreed or be deemed to have agreed to waive as an Unpermitted Exception, including, without limitation: (i) any Unpermitted Exceptions with respect to which Purchaser does not timely submit a Title Objection Notice; and (ii) any Unpermitted Exceptions with respect to which Purchaser does timely submit a Title Objection Notice but which Seller elects not to remove or cure, subject to which Purchaser has elected or is deemed to have elected to accept title to the Property; and; (fe) all violations of laws, ordinances, orders, requirements or regulations of any Governmental Authority applicable to the Property and existing on the Closing Date, whether or not noted in the records of or issued by any Governmental Authority; (f) all utility easements of record which do not interfere with the present use of the Property; and (g) the printed exceptions which appear in the standard form Owner’s Policy of the title insurance issued by the Title Company in the State of Texas, but expressly excluding (a) those that could be omitted by virtue of the delivery of the Title Affidavit (as hereinafter defined), and (b) any labor or material liens.

Permitted Exceptions to Title. The Buyer’s obligation to purchase the Property is subject to the condition precedent that, at the Closing, Title Company shall have irrevocably committed to issue the Owner’s Policy upon the Closing subject only to Permitted Exceptions and satisfaction by Buyer of the conditions to be satisfied by the proposed insured under the Owner’s Policy, including the payment of all premiums. At the Closing, Seller shall convey and Buyer shall be sold and conveyed obligated to accept fee simple title to the Property, subject only to the following exceptions to title (the “Permitted Exceptions”): (a) any Real estate taxes and assessments not yet due and payable, if any, provided that such items are apportioned as provided in this Agreement; (b) The rights of tenants, as tenants only, under the Leases; (c) Such state of facts that an accurate survey may show and any exceptions to title which as would be disclosed by an a physical inspection of the Property; (bd) those matters specifically set forth on Exhibit D attached hereto Any service, installation, connection, maintenance charge and made a part hereof; (c) all lawscurrent charges for sewer, ordinanceswater, rules and regulations of the United Stateselectricity, the State of Georgiatelephone, cable television, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property (each, a “Governmental Authority”), as the same may now exist or may be hereafter modified, supplemented or promulgated; (d) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and chargesgas, if any, provided that such items are not yet due and payable and are apportioned as provided in this Agreement; (e) any other matter All laws, regulations, resolutions, or thing affecting title to the Property that Purchaser shall have agreed or be deemed to have agreed to waive as an Unpermitted Exceptionordinances, including, without limitation: , building, zoning, and environmental protection, as to the use, occupancy, subdivision, development, conversion, or redevelopment of the Property currently or hereafter imposed by any Governmental Entity; (f) Any matters about which Buyer knows or is deemed to know prior to the Effective Date; (g) Mechanics’ or materialmens’ liens or claims or notices of commencement arising from (i) Buyer’s due diligence reviews or inspections hereunder or (ii) any Unpermitted Exceptions with respect other work ordered or performed by or on behalf of Buyer or any tenant or any of their respective affiliates (“Permitted Mechanics’ Liens”); [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (h) Such exceptions to title or survey, whether set forth in the Preliminary Report (or any supplemental report or update to the Preliminary Report) or the Survey (or any update to the Survey) as may be approved or deemed approved by Buyer pursuant to the above provisions of this Section 4.3, or as otherwise expressly permitted under this Agreement; (i) Any exceptions to which Purchaser does Buyer consents in advance in writing; (j) Any exceptions resulting from the acts of Buyer or its consultants, employees, agents, or representatives; (i) The matters set forth on the Survey and any update thereto (or any matters shown on any survey included within the Due Diligence Materials) that are not timely submit a Title Objection Notice; objected to by Buyer or deemed waived pursuant to Section 4.3.2 and (ii) any Unpermitted Exceptions with respect to which Purchaser matter that would be disclosed by a current, accurate ALTA/NSPS survey of the Land and Improvements provided that any such matter does timely submit not have a Title Objection Notice but which Seller elects not to remove material adverse effect on the use or cure, subject to which Purchaser has elected operation of the Land or is Improvements; (l) Any matters deemed to have elected to accept title to the Propertyconstitute additional Permitted Exceptions under Section 4.3.2; and (fm) Non-monetary encumbrances, such as easements or rights of way, that do not have any material adverse effect, other than to a de minimis extent, on the value of the Property or Buyer’s use or operation of the Property or impose any material increased obligation or liability on Buyer. Conclusive evidence of the availability of such Owner’s Policy shall be the irrevocable commitment of Title Company to issue to Buyer on the Closing Date a standard form Owner’s Policy of Title Insurance issued by Title Company in the State of Washington (the “Owner’s Policy”), in the face amount of the Purchase Price, which policy shall show (i) title to the Land and Improvements to be vested of record in Buyer, and (ii) the Permitted Exceptions and the exclusions listed in the “Schedule of Exclusions from Coverage” of the Owner’s Policy to be the only exceptions to title, subject to the satisfaction by Buyer of the conditions to be satisfied by the proposed insured under the Owner’s Policy, including the payment of all premiums. For the avoidance of doubt, in the event that Buyer elects to upgrade the Owner’s Policy to an ALTA Extended Coverage Owner’s Policy of Title Insurance, the availability or issuance of such upgrade to an ALTA Extended Coverage Owner’s Policy of Title Insurance shall not be a condition precedent to Buyer’s obligation to purchase the Property. In connection with obtaining any desired coverage over survey matters under the Owner’s Policy, Buyer shall deliver to Title Company prior to the Closing Date a current ALTA survey certified by a licensed surveyor in the State of Washington sufficient to permit or cause Title Company to insure against survey matters at the Closing. Notwithstanding any provision to the contrary contained in this Agreement or any of the Closing Documents, at Seller’s sole election any or all of the Permitted [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Exceptions may be omitted by Seller in the Deed (as defined below) without giving rise to any liability of Seller, irrespective of any covenant or warranty of Seller that otherwise may be contained or implied in the Deed. The preceding sentence shall survive the Closing and not be merged therein or with any Deed. Notwithstanding the foregoing, Buyer agrees to purchase the Property subject to any and all violations of lawsapplicable law, ordinancesincluding any open building permits and any fines or penalties associated with the foregoing (“Violations”), orders, requirements or regulations any condition or state of any Governmental Authority applicable to the Property and existing on the Closing Daterepair or disrepair or other matter or thing, whether or not noted noted, which, if noted, would result in a Violation being placed on the records of Property. Seller shall have no duty to remove or issued by comply with or repair any Governmental Authoritycondition, matter or thing whether or not noted, which, if noted, would result in a Violation being placed on the Property.

Permitted Exceptions to Title. The Subject to the terms and provisions of this Agreement, the Property shall be sold and conveyed subject only to the following exceptions to title (the “Permitted Exceptions”): (a) any state of facts that an accurate survey may show All presently existing and any exceptions to title which would be disclosed by an inspection future liens for unpaid real estate taxes and water and sewer charges not due and payable as of the Propertydate of the Closing, subject to adjustment as hereinabove provided or which are made Seller’s obligation under the Lease and the Stipulation; (b) those matters specifically set forth Any state of facts shown on Exhibit D attached hereto and made a part hereofthe Survey (other than any Title Objections that Seller is expressly obligated pursuant to the terms hereof to remove prior to Closing); (c) all laws, ordinances, rules and regulations of the United States, the State of Georgia, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property Governmental Authority (each, a “Governmental Authority”as hereinafter defined), as the same may now exist or may be hereafter modified, supplemented supplemented, promulgated, meted or promulgatedissued including, without limitation, any designation by the New York City Landmarks Preservation Commission and any zoning or land use laws; (d) the right, lack of right or restricted right of any owner of the Property to construct and/or maintain (and the right of any Governmental Authority to require the removal of) any vault or vaulted area, in or under the streets, sidewalks or other areas abutting the Property, and any applicable licensing statute, ordinance and regulation, the terms of any license pertaining thereto and the lien of vault taxes, provided any such vault taxes or charges which are then due and payable are paid by Seller at Closing and any such vault taxes or charges which are not then due and payable are apportioned as provided in this Agreement (or are made Seller’s obligation under the Stipulation); (e) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not yet not, as of the Closing, due and payable and are apportioned as provided in this Agreement; (e) any other matter or thing affecting title to the Property that Purchaser shall have agreed or be deemed to have agreed to waive as an Unpermitted Exception, including, without limitation: (i) any Unpermitted Exceptions with respect to which Purchaser does not timely submit a Title Objection Notice; and (ii) any Unpermitted Exceptions with respect to which Purchaser does timely submit a Title Objection Notice but which Seller elects not to remove or cure, subject to which Purchaser has elected or is deemed to have elected to accept title to the Property; and (f) all violations of laws, ordinances, orders, requirements or regulations of any Governmental Authority applicable Authority, having jurisdiction with respect to the Property and existing on the Closing Date, whether or not noted in the records of of, or issued by by, any Governmental Authority, existing on the Closing Date or hereafter issued or noted, but specifically not including fines or penalties resulting from such violations; (g) all possible minor 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 Property or any adjoining property; (h) standard printed exclusions from coverage contained in the form of title policy or “marked-up” title commitment employed by the Purchaser’s Title Company; (i) such matters as the Purchaser’s Title Company shall be willing to omit as exceptions to coverage or affirmatively insure over at no cost or expense to Purchaser with respect to an owner’s policy of title insurance issued by Purchaser’s Title Company on the Closing Date and the title insurance policy for Purchaser’s lender; (j) minor variations between the tax lot lines and the description of the Land set forth on Exhibit A attached hereto and made a part hereof; (k) all utility easements of record; (l) the exceptions set forth on Schedule 5.1.3; (m) any matter that is deemed a Permitted Exception in accordance with Section 5.1.2(b) of this Agreement; (n) any liens, encumbrances and other matters created by or on behalf of Purchaser, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by Purchaser; (o) any exception not included in the Purchaser’s Exception Notice (hereinafter defined) or deemed to be a Permitted Exception pursuant to the terms hereof; and (p) any other matter or thing affecting title to the Property that Purchaser shall have expressly agreed in writing to accept.

Permitted Exceptions to Title. The Property shall be sold and conveyed subject to the following exceptions to title (the “Permitted Exceptions”): (a1) any state of facts that shown on the Survey and any state of facts an accurate survey may would show and any exceptions provided such additional state of facts do not render title to title which would be disclosed by an inspection of the PropertyProperty unmarketable; (b) those matters specifically set forth on Exhibit D attached hereto and made a part hereof; (c2) all laws, ordinances, rules and regulations of the United States, the State of Georgia, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property Governmental Authority (each, a “Governmental Authority”as hereinafter defined), as the same may now exist or may be hereafter modified, supplemented supplemented, promulgated, meted or promulgatedissued; (d3) right, lack of right or restricted right of any owner of the Property to construct and/or maintain (and the right of any Governmental Authority to require the removal of) any vault or vaulted area, in or under the streets, sidewalks or other areas abutting the Property, and any applicable licensing statute, ordinance and regulation, the terms of any license pertaining thereto and the lien of vault taxes, provided any such vault taxes or charges which are then due and payable are paid by Seller at Closing; (4) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not yet due and payable and an are apportioned as provided in this Agreement; (e5) all violations of laws, ordinances, orders, requirements or regulations of any Governmental Authority, applicable to the Property whether or not noted in the records of or issued by, any Governmental Authority, existing on the Closing Date (subject to the indemnity set forth in Section 5.2 hereof); (6) such matters as either Seller’s Title Company or the Title Company shall be willing to omit as exceptions to coverage or affirmatively insure over at no cost or expense to Purchaser with respect to an owner’s policy issued by the Title Company or the Seller’s Title Company on the Closing Date. (7) minor variations between the tax lot lines and the description of the Land set forth on Exhibit A-2 attached hereto and made a part hereof; (8) all utility easements of record; (9) reserved; (10) exceptions set forth on Schedule 5.1.3; (11) any defects, objections or exceptions in the title to the Real Property disclosed in Purchaser’s Title Commitment or any update thereof or any updates of the Survey with respect to which Title Objections have not been delivered within ten (10) days of Purchaser’s receipt thereof; (12) any defects or other matters which will be extinguished upon the transfer of the Property; and (13) any other matter or thing affecting title to the Property that Purchaser shall have agreed or be deemed to have agreed to waive as an Unpermitted Exception, including, without limitation: (i) any Unpermitted Exceptions with respect to which Purchaser does not timely submit a Title Objection Notice; and (ii) any Unpermitted Exceptions with respect to which Purchaser does timely submit a Title Objection Notice but which Seller elects not to remove or cure, subject to which Purchaser has elected or is deemed to have elected to accept title to the Property; and (f) all violations of laws, ordinances, orders, requirements or regulations of any Governmental Authority applicable to the Property and existing on the Closing Date, whether or not noted in the records of or issued by any Governmental Authoritywaive.

Permitted Exceptions to Title. The At Closing, title to the Property shall be sold and conveyed held by Owner subject only to the following exceptions to title (the “Permitted Exceptions”): (a1) any state of facts that shown on the Survey and any state of facts an accurate survey may show and any exceptions to title which would be disclosed by an inspection of the Propertyshow; (b) those matters specifically set forth on Exhibit D attached hereto and made a part hereof; (c2) all laws, ordinances, rules and regulations of the United States, the State of Georgia, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property Governmental Authority (each, a “Governmental Authority”as hereinafter defined), as the same may now exist or may be hereafter modified, supplemented supplemented, promulgated, meted or promulgatedissued; (d3) right, lack of right or restricted right of any owner of the Property to construct and/or maintain (and the right of any Governmental Authority to require the removal of) any vault or vaulted area, in or under the streets, sidewalks or other areas abutting the Property, and any applicable licensing statute, ordinance and regulation, the terms of any license pertaining thereto and the lien of vault taxes, provided any such vault taxes or charges which are then due and payable are paid by Seller at Closing; (4) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not yet due and payable and are apportioned as provided in this Agreement; (e5) all violations of laws, ordinances, orders, requirements or regulations of any Governmental Authority, applicable to the Property whether or not noted in the records of or issued by, any Governmental Authority, existing on the Closing Date; (6) such matters as the Title Company shall be willing to omit as exceptions to coverage or affirmatively insure over at no cost or expense to Purchaser with respect to an owner’s policy issued by the Title Company on the Closing Date; (7) minor variations between the tax lot lines and the description of the Land set forth on Exhibit A attached hereto and made a part hereof; (8) all utility easements of record as of the date hereof; (9) exceptions set forth on Schedule 5.1.3; (10) any defects, objections or exceptions in the title to the Real Property disclosed in any update of the Title Commitment or any updates of the Survey with respect to which Title Objections have not been delivered within ten (10) days of Purchaser’s receipt thereof; (11) any defects or other matters which will be extinguished upon the transfer of the Property; and (12) any other matter or thing affecting title to the Property that Purchaser shall have agreed or be deemed to have agreed to waive as an Unpermitted Exception, including, without limitation: (i) any Unpermitted Exceptions with respect to which Purchaser does not timely submit a Title Objection Notice; and (ii) any Unpermitted Exceptions with respect to which Purchaser does timely submit a Title Objection Notice but which Seller elects not to remove or cure, subject to which Purchaser has elected or is deemed to have elected to accept title to the Property; and (f) all violations of laws, ordinances, orders, requirements or regulations of any Governmental Authority applicable to the Property and existing on the Closing Date, whether or not noted in the records of or issued by any Governmental Authoritywaive.

Permitted Exceptions to Title. The Property Assets shall be sold and conveyed subject to the following exceptions to title (the “Permitted Exceptions”): (a1) any Any state of facts that an accurate survey may show and any defects, objections or exceptions to title which would be disclosed by an inspection of shown on the PropertySurveys or the Title Commitments, excluding any Monetary Encumbrance; (b2) those matters specifically set forth on Exhibit D attached hereto and made a part hereofLiens or Notices of Commencement recorded in connection with any Landlord TI Work or Tenant TI Work the cost of which would constitute Purchaser TI Expenditures; (c3) all laws, ordinances, rules rules, codes and regulations of the United States, the State of Georgia, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property (each, a “Governmental Authority”), as the same may now exist or may be hereafter modified, supplemented supplemented, promulgated, meted or promulgatedissued; (d4) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are for the year of Closing and future years not yet due and payable and are apportioned delinquent as provided in this Agreementof the Closing Date (without limiting the provisions regarding proration of such amounts as set forth herein); (e5) all Violations, applicable to any Assets whether or not noted in the records of, or issued by, any Governmental Authority, existing on the Closing Date; (6) such matters as the Title Company or Commonwealth shall be willing to omit as exceptions to coverage or affirmatively insure over; (7) all standard title insurer exceptions and exclusions from coverage set forth in the “title jacket”; (8) the general exceptions which can be deleted only by delivery of an updated survey; (9) exceptions resulting from acts of Purchaser, and those claiming by, through and under Purchaser; (10) unpaid personal property, real estate, excise, general and special taxes and assessments for the year of Closing and future years not yet delinquent as of the Closing Date (without limiting the provisions regarding proration of such amounts as set forth herein); (11) rights of Tenants, as tenants only, under the Leases; (12) minor variations between the tax lot lines and the description of the Land set forth on Exhibit A; (13) all utility easements of record; (14) any defects, liens, encumbrances or other matters which will be extinguished upon the transfer of the Assets; (15) any deemed Permitted Exception pursuant to Section 5.1.2; (16) any other covenants, conditions, agreements, rights of way, irregularities in title and other exceptions and encumbrances that are (i) not the result of any agreement, affirmative consent or other voluntary act of any Seller (other than any agreement, affirmative consent or other voluntary act required under applicable law), and (ii) not reasonably likely to (a) materially and adversely interfere with, impair or restrict (1) the current use and operation of a Property, (2) the current access to and egress from a Plot or an Improvement or (3) the current provision of any utility or drainage service to a Plot or an Improvement, or (b) materially and adversely affect the current value of a Property; and (17) any other matter or thing affecting title to the Property Assets that Purchaser shall have agreed agreed, or be deemed to have agreed agreed, to waive as an Unpermitted Exception, including, without limitation: (i) any Unpermitted Exceptions with respect to which Purchaser does not timely submit a Title Objection Notice; and (ii) any Unpermitted Exceptions with respect to which Purchaser does timely submit a Title Objection Notice but which Seller elects not to remove or cure, subject to which Purchaser has elected or is deemed to have elected to accept title to the Property; and (f) all violations of laws, ordinances, orders, requirements or regulations of any Governmental Authority applicable to the Property and existing on the Closing Date, whether or not noted in the records of or issued by any Governmental Authoritywaive.

Permitted Exceptions to Title. The Property Buyer’s obligation to purchase the Properties is subject to the condition precedent that, at the Closing, Title Company shall have irrevocably committed to issue the Owner’s Policy upon the Closing subject only to Permitted Exceptions and satisfaction by Buyer of the conditions to be satisfied by the proposed insured under the Owner’s Policy, including the payment of all premiums. At the Closing, Seller shall convey and Buyer shall be sold and conveyed obligated to accept fee simple title to the Properties, subject only to the following exceptions to title (the “Permitted Exceptions”): (a) any state of facts Real estate taxes and assessments not yet due and payable, if any, provided that an accurate survey may show and any exceptions to title which would be disclosed by an inspection of the Propertysuch items are apportioned as provided in this Agreement; (b) those matters specifically set forth on Exhibit D attached hereto and made a part hereofThe rights of tenants, as tenants only, under the Leases; (c) all lawsAny service, ordinancesinstallation, rules connection, maintenance charge and regulations of the United Statescurrent charges for sewer, the State of Georgiawater, electricity, telephone, cable television, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property (each, a “Governmental Authority”), as the same may now exist or may be hereafter modified, supplemented or promulgated; (d) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and chargesgas, if any, provided that such items are not yet due and payable and are apportioned as provided in this Agreement; (d) The matters set forth on Schedule 4.3.4 annexed hereto; (e) any other matter All laws, regulations, resolutions, or thing affecting title to the Property that Purchaser shall have agreed or be deemed to have agreed to waive as an Unpermitted Exceptionordinances, including, without limitation: , building, zoning, and environmental protection, as to the use, occupancy, subdivision, development, conversion, or redevelopment of any Constituent Property currently or hereafter imposed by any Governmental Entity; (f) Mechanics’ or materialmens’ liens or claims or notices of commencement arising from (i) Buyer’s due diligence reviews or inspections hereunder, (ii) any Unpermitted Exceptions with respect other work ordered or performed by or on behalf of (x) Buyer or its affiliates in or for its leased space or otherwise or (y) any other tenant pursuant to which Purchaser does not timely submit a Title Objection Noticethe terms of its Lease, or (iii) Pending Capital Projects (“Permitted Mechanics’ Liens”); (g) Such other exceptions to title or survey exceptions as may be approved or deemed approved by Buyer pursuant to the above provisions of this Section 4.3, or as otherwise expressly permitted under this Agreement, or any exceptions resulting from the acts of Buyer or its consultants, employees, agents, or representatives; (h) The Existing Mortgage if the same is assigned to Buyer’s Lender pursuant to Section 5.3.7; and (i) (i) The matters set forth on the Survey and (ii) any Unpermitted matter that would be disclosed by a current, accurate ALTA/NSPS survey of the Land and Improvements provided that any such matter does not have a material adverse effect on the use or operation of the Land or Improvements. Conclusive evidence of the availability of such Owner’s Policy shall be the irrevocable commitment of Title Company to issue to Buyer on the Closing Date a standard form Owner’s Policy of Title Insurance issued by Title Company in the State of New York (the “Owner’s Policy”), in the face amount of the Purchase Price, which policy shall show (i) title to the Land and Improvements to be vested of record in Buyer, and (ii) the Permitted Exceptions with respect to which Purchaser does timely submit a Title Objection Notice but which Seller elects not be the only exceptions to remove or curetitle, subject to which Purchaser has elected or is deemed the satisfaction by Buyer of the conditions to have elected be satisfied by the proposed insured under the Owner’s Policy, including the payment of all premiums. In connection with obtaining any desired coverage over survey matters under the Owner’s Policy, Buyer shall deliver to accept title Title Company prior to the Property; and Closing Date a current ALTA survey certified by a licensed surveyor in the State of New York sufficient to permit or cause Title Company to insure against survey matters at the Closing. Notwithstanding any provision to the contrary contained in this Agreement or any of the Closing Documents, at either Seller’s sole election any or all of the Permitted Exceptions may be omitted by such Seller in its respective Deed (fas defined below) without giving rise to any liability of Sellers, irrespective of any covenant or warranty of Sellers that otherwise may be contained or implied in the applicable Deed. (The preceding sentence shall survive the Closing and not be merged therein or with any Deed.) Notwithstanding the foregoing, Buyer agrees to purchase the Properties subject to any and all violations of lawsapplicable law, ordinancesincluding any open building permits and any fines or penalties associated with the foregoing (“Violations”), orders, requirements or regulations any condition or state of any Governmental Authority applicable to the Property and existing on the Closing Daterepair or disrepair or other matter or thing, whether or not noted noted, which, if noted, would result in a Violation being placed on the records Property. Sellers shall have no duty to remove or comply with or repair any condition, matter or thing whether or not noted, which, if noted, would result in a Violation being placed on the Property; provided, however, Seller shall be responsible for all fines, penalties and costs arising out of or any Violations to the extent such Violations were issued by any Governmental Authorityprior to the Closing.