Common use of Title/Survey Clause in Contracts

Title/Survey. (a) On or prior to the Effective Date, Buyer shall order from the Title Company commitments (individually, a “Commitment” and collectively, the “Commitments”) to issue ALTA 2006 Owner’s Policies of Title Insurance in an amount equal to the allocated portion of the Purchase Price applicable to each of the Properties dated as of the time and date of Closing, or later and being subject only to the Permitted Exceptions (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title Policies”). Buyer shall have the right to order and obtain, at its expense, surveys of the Properties (individually, a “Survey” and collectively the “Surveys”). In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (5) days after the Effective Date. The Surveys shall be certified to Sellers, Buyer and the Title Company. The Surveys shall be in form and substance sufficient to delete the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver to the Title Company owner’s affidavits as to each of the Properties in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies. It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies in accordance with the Commitments and subject only to the Permitted Exceptions applicable to each of the Properties. (b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”) and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys (“Survey Objections”), provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before October 3, 2011; otherwise any such objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shall, within five

Title/Survey. (a) On or prior before October 5, 2004, Seller shall obtain and deliver to Buyer a title insurance commitment (the "Commitment") issued by Chicago Title Insurance Company (the "Title Company") for the issuance of a 1992 form owner's fee policy of title insurance as to the Effective DateLand, together with copies of all documents of record referenced therein in the amount of the Purchase Price, covering the Real Property and showing title in fee simple to be vested in Seller, naming Buyer as the proposed insured, including extended coverage over all standard exceptions, and including, at Buyer's expense, the following endorsements: (i) zoning 3.1 with parking and loading dock coverage; (ii) owner's comprehensive; (iii) access; (iv) survey (legal description equivalency); (v) separate tax parcel; (vi) contiguity (if applicable); (vii) waiver of creditor's rights; (viii) environmental lien protection; (ix) encroachment (if applicable); (x) utility facility; (ix) subdivision; (xii) location; and (xiii) deletion of arbitration provision. Notwithstanding anything contained herein to the contrary, the utility facility endorsements described in (x) above shall not be a condition precedent to Buyer's obligation to close this transaction. (b) Seller has delivered to Buyer the most recent survey (the "Existing Survey") of the Property in Seller's possession. On or before October 6, 2004, Seller shall obtain and deliver to Buyer an updated ALTA/ACSM survey of the Real Property (the "Survey") based upon the Existing Survey and made in accordance with the 1999 "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys", including and in accordance with Buyer's survey requirements (except said Survey shall not show the various topographic elevations of the Property) and surveyor's certificate set forth on EXHIBIT E attached hereto. (c) On or before October 11, 2004, Buyer shall order from deliver to Seller written notice that Buyer either: (i) approves and accepts Seller's title as it appears in the Commitment and on the Survey, or (ii) objects to any matters set forth in the Commitment or on the Survey, which matters shall be described in Buyer's notice of objection with sufficient particularity to allow Seller to identify them. If Buyer fails to deliver notice as provided in this subsection, Buyer shall be deemed to have approved title to the Property as shown in the Commitment and on the Survey, and all such matters shown in the Commitment and on the Survey shall be considered "Permitted Exceptions." (d) Any matters set forth in the Commitment or on the Survey for which Buyer does not object to shall be considered "Permitted Exceptions." In addition, the following matters set forth in the Commitment or on the Survey shall be deemed to be "Permitted Exceptions": (i) those created by Buyer; (ii) those specifically set forth in this Agreement; (iii) zoning ordinances; (iv) general and special real estate taxes and assessments that are a lien on the date of Closing, but are not yet due and payable; (v) legal highways; (vi) covenants, conditions, restrictions, agreements and easements of record approved by Buyer during the Due Diligence Period that do not unreasonably interfere with the use of the Property as a retail shopping center; (vii) rights of tenants as tenants under the Tenant Leases; and (viii) nonmaterial encroachments over a building setback or property line, a prohibited encroachment of a nonmaterial nature over any easement or any other matter shown on the Survey which does not materially interfere with the use, operation or financing of the Real Property provided the Title Company commitments provides affirmative insurance regarding same. (individuallye) If Buyer notifies Seller that the condition of title as shown in the Commitment and on the Survey is unacceptable, Seller shall have until October 12, 2004 during which it may attempt to cure any material defects or, in the case of non-material defects, reach a “Commitment” mutual written agreement with Buyer to cure such non-material defects after the termination of the Title Review Period (as defined herein) and collectivelyprior to Closing. Notwithstanding the foregoing, Seller shall have no affirmative obligation under this Agreement to expend any funds or incur any liabilities to cause any title exceptions to be removed from the “Commitments”Commitment or insured over or to correct any survey defects, except that (x) Seller shall pay, discharge or cause the Title Company to affirmatively insure over any mortgage lien, mechanics lien or similar encumbrance voluntarily created or assumed by Seller and not created by or resulting from the acts of Buyer or other parties not related to Seller and (y) Seller agrees to expend up to Five Hundred Thousand Dollars ($500,000) in the aggregate to cure any defects other than those described in (x) above and other than those created by or resulting from the acts of the Buyer. Seller shall have the right to cure any defect by causing the Title Company to insure over it provided Buyer agrees to same. If Seller fails to cure such defects, then Buyer has until October 13, 2004 (the "Title Review Period") to issue elect either to terminate this Agreement, as its sole and exclusive remedy, or Buyer may accept such title as Seller is able to convey, without reduction in the Purchase Price. If Buyer elects to terminate this Agreement, Buyer shall deliver to Seller written notice of its decision to terminate this Agreement by the end of the Title Review Period, and Escrow Agent shall return all documents and funds, except for the Nonrefundable Deposit (in accordance with Section 2(b) herein), previously deposited into escrow to the party so depositing same and neither party shall have any further liability to the other hereunder, except as otherwise provided herein. (f) At Closing, as a condition to Buyer's obligations hereunder, there shall be no other exceptions to title to the Property other than the Permitted Exceptions or those that Buyer is deemed to have approved. On the Closing Date, Seller shall cause the Title Company to issue, at Seller's expense, an ALTA 2006 Owner’s Policies of 's Title Insurance Policy (Form 1992) as to the Land in an amount equal to the allocated portion of the Purchase Price applicable to each of the Properties dated as of the time and date of ClosingPrice, or later and being subject only assuring that title to the Permitted Exceptions Property is in the condition required by this Agreement, with extended coverage over the standard printed exceptions and including all endorsements requested by Buyer pursuant to Section 4(a) herein (as hereinafter defined) as to each of the Properties (individually a “Title "Policy” and collectively, the “Title Policies”"). Buyer shall have the right Seller agrees to order and obtaincooperate reasonably with Buyer, at its Buyer's expense, surveys of the Properties (individually, a “Survey” and collectively the “Surveys”). In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (5) days after the Effective Date. The Surveys shall be certified to Sellers, Buyer and the Title Company. The Surveys shall be in form and substance sufficient to delete the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver to causing the Title Company owner’s affidavits as to each of the Properties in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies. It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies in accordance with the Commitments and subject only such endorsements to the Permitted Exceptions applicable to each of the PropertiesPolicy. (b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”) and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys (“Survey Objections”), provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before October 3, 2011; otherwise any such objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shall, within five

Title/Survey. (a) On or prior to As soon as reasonably practicable after the Effective Date, Buyer shall order from the Title Company commitments a commitment (individually, a the “Commitment” and collectively, the “Commitments”) to issue an ALTA 2006 Owner’s Policies Leasehold Policy of Title Insurance as to the Property in an amount equal to the allocated portion of the Purchase Price applicable to each of (the Properties dated as of the time and date of Closing, or later and being subject only to the Permitted Exceptions (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title Policies”). Buyer shall have the right to order and obtain, at its expense, surveys a new survey or an update of Seller’s existing survey, if any, of the Properties Property (individuallycollectively, a the “Survey” and collectively the “Surveys”). In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (5) days after the Effective DateDate and shall deliver a copy of the Survey to Seller promptly upon receipt from the surveyor. The Surveys Survey shall be certified to SellersSeller, Buyer Buyer, Buyer’s lender, and the Title Company. The Surveys Survey shall be in form and substance sufficient to delete the standard survey exceptions for survey matters exception from the Title PoliciesPolicy. On or before the Closing Date, Sellers Seller shall execute and deliver to the Title Company owneran affidavit to delete the standard preprinted exception for mechanic’s affidavits as to each of liens from the Properties Title Policy, substantially in the form attached hereto as of Exhibit “BH” (the “Title Affidavit”, in support of the issuance of the Title Policies). It shall be a condition precedent to Buyer’s obligation to purchase the Properties Property that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies Policy in accordance with the Commitments Commitment and subject only to the Permitted Exceptions applicable to each of the Properties(as hereinafter defined). (b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments Commitment (“Title Objections”) ), and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys a Survey (“Survey Objections”), ; provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before October 3, 2011the fourth (4th) business day prior to the expiration of the Due Diligence Period; otherwise any such objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any valid Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shallSeller shall within two (2) business days from receipt of any Objections from Buyer notify Buyer in writing (“Seller’s Response”) whether Seller elects, in Seller’s sole discretion, to: (i) cure any such Objections on or prior to the Closing Date, or (ii) not to cure any such Objections. If Seller elects to cure an Objection under the previous sentence and fails to do so by the Closing Date, Buyer shall have the right to (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the Exxxxxx Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. In the event Seller fails to deliver Seller’s Response to Buyer within fivesuch two (2) business day period, Seller shall be deemed to have elected not to cure any of the Objections. If Seller’s Response states that Seller elects not to cure any of the Objections on or prior to the Closing Date, or if Seller is deemed to have elected not to cure any of the Objections as set forth above, then by the expiration of the Due Diligence Period, Buyer shall elect to either (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the Exxxxxx Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be Permitted Exceptions. If Buyer fails to timely make such election, then Buyer shall be deemed to have elected to purchase the Property pursuant to the foregoing clause (y). c) Notwithstanding anything contained in this Agreement to the contrary, with respect to all matters affecting title to the Property, and any liens or encumbrances affecting the Property, Buyer acknowledges and agrees that it is relying upon the Title Policy. If Buyer has a claim under the Title Policy and the subject matter of that claim also constitutes the breach of any representation, warranty or covenant made by Seller in this Agreement, the Ground Lease Assignment (as hereinafter defined) or any other instrument of conveyance as may apply to the transaction, Buyer agrees that it will look first to the Title Policy for recovery of such claim, and Buyer shall only assert any claim against Seller for recovery of such claim either (i) after all remedies available to Buyer under the Title Policy are exhausted and any recovery from Seller hereunder shall be in excess of remedies received by Buyer under the Title Policy or (ii) as required due to any applicable statute of limitations. This Subsection shall survive Closing and delivery of the Ground Lease Assignment and any associated instrument.

Title/Survey. (a) On or Buyer shall obtain a commitment by Escrow Agent (also referred to herein as "Title Company") to issue an owner's policy of title insurance insuring the Real Property (the "Title Commitment") and deliver a copy of the Title Commitment, together with copies of the underlying recorded documents shown as exceptions in the Title Commitment, to Seller, prior to the Effective Date, Buyer shall order from the Title Company commitments (individually, a “Commitment” and collectively, the “Commitments”) to issue ALTA 2006 Owner’s Policies of Title Insurance in an amount equal to the allocated portion expiration of the Purchase Price applicable to each of the Properties dated as of the time and date of Closing, or later and being subject only to the Permitted Exceptions Due Diligence Period (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title Policies”defined below). Buyer shall have the right to order and obtainBuyer, at its option and expense, surveys of may obtain an ALTA survey (the Properties (individually, a “"Survey” and collectively the “Surveys”"). In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (5) days after the Effective Date. The Surveys shall be certified to Sellers, Buyer and the Title Company. The Surveys shall be in form and substance sufficient to delete the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver to the Title Company owner’s affidavits as to each of the Properties in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies. It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies in accordance with the Commitments and subject only to the Permitted Exceptions applicable to each of the Properties. (b) Buyer shall have the right Buyer, by giving written notice to object to: Seller (i) on or before the date that is three (3) Business Days prior to the expiration of the Due Diligence Period (as defined below), may object to any matters disclosed by title exception in the Commitments (“Title Objections”) and Commitment or any matter shown on the Survey or (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys within three (“Survey Objections”), provided that Buyer delivers written notice 3) Business Days of receipt of any valid continuation or update of the Title Objections Commitment or any update to the Survey, may object to any title matter which appears for the first time in a continuation or update of the Title Commitment or an update of the Survey Objections on or before October 3(collectively, 2011; otherwise any such objections shall be deemed to be waived. "Title Objections"). (c) If Buyer delivers in a timely manner written provides notice of any Title Objections and/or Survey Objections (collectively, “Objections”pursuant to SECTION 4(B), then Sellers shallSeller may, within fiveby giving notice to Buyer on or before the date that is three (3) Business Days after Buyer's objection notice, elect, at its discretion, either to remove such Title Objections or not to remove such Title Objections. Seller shall be deemed to have elected not to remove any such Title Objections unless Seller provides such notice and therein elects to remove any such objection in accordance with this SECTION 4(C). If Seller elects to remove any such Title Objection, Seller shall remove the Title Objection in question on or before the Closing Date (defined below). If Seller elects (or is deemed to have elected) not to remove any such Title Objection, Buyer shall have the right, by giving notice to Seller on or before the date that is three (3) Business Days after Seller's election not to cure (or deemed election not to cure), either to terminate this Agreement (in which case the Deposit shall be returned to Buyer as Buyer's sole and exclusive remedy) or to withdraw such objection and accept title to the Property subject to the title exception or survey matter in question. If Buyer does not exercise the right to terminate this Agreement in accordance with this SECTION 4(C), Buyer shall be deemed to have approved title to the Property subject to the Title Objections in question and to have withdrawn such Title Objections. If necessary as a result of Buyer's notice of Title Objections, the Closing Date shall be postponed until Buyer's right to terminate this Agreement has expired or by Seller for up to thirty (30) calendar days as Seller may deem necessary to remove such Title Objections. (d) Without limiting the provisions of SECTION 4(C) relating to Buyer's deemed approval, Buyer shall be deemed to have approved title to the Real Property as shown in the Title Commitment, any continuation or update of the Title Commitment, the Survey and any update of the Survey unless Buyer objects to any title exception or survey matter in accordance with this SECTION 4 and all such matters as well as any matters for which a Title Objection is made but subsequently withdrawn or deemed withdrawn pursuant to SECTION 4(C) are deemed approved by Buyer as "Permitted Exceptions". (e) At the Closing, Seller shall convey title to the Real Property to Buyer by a special warranty deed (the "Deed"), duly executed and acknowledged by Seller and in proper form for recording, conveying good and clear record marketable and insurable fee simple title to the Real Property to Buyer (or its nominee if specified in written notice from Buyer to Seller delivered at least seven (7) days prior to the Closing), subject to no exceptions other than (i) matters created by or to be assumed by Buyer; (ii) matters specifically set forth in this Agreement, if applicable; (iii) zoning, building ordinances and laws and provisions of existing and future laws, regulations, governmental restrictions, governmental requirements, ordinances, and orders (including, without limitation, any relating to building, zoning and environmental protection) as to the use, occupancy, subdivision or improvement of the Real Property; (iv) general and special real estate taxes and assessments that are a lien on the date of Closing, but are not yet due and payable; (v) roadways and highways; (vi) the leases set forth in the list of Tenant Leases attached as SCHEDULE 1(D) hereto, and any other leases consented to by Buyer in accordance with SECTION 7(A) below, and tenants in possession thereunder; (vii) any lien or encumbrance encumbering the Real Property as to which Seller shall deliver to Buyer, or to the Title Company at or prior to the Closing, payment sufficient to satisfy the obligations secured by such lien or encumbrance (in the case of liens or encumbrances, if any, which secure the payment of money) or proper instruments, in recordable form, which upon recordation will cancel such lien or encumbrance, together with any other instruments necessary thereto and the cost of recording and canceling the same (it being agreed that no such lien or encumbrance shall appear as an exception in the Owner's Title Insurance Policy described in SECTION 9(A)(IV) below); and (viii)

Title/Survey. (a) On or prior to the Effective DateFor Buyer’s convenience, Buyer shall order from the Seller has (i) attached hereto as Schedule 4(a) a commitment by Fidelity National Title Insurance Company commitments (individually, a “Commitment” and collectively, the “Commitments”) of New York to issue ALTA 2006 Owneran owner’s Policies policy of Title Insurance in an amount equal to title insurance insuring the allocated portion of the Purchase Price applicable to each of the Properties dated as of the time and date of Closing, or later and being subject only to the Permitted Exceptions Real Property (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title Policies”). Buyer shall have the right to order and obtain, at its expense, surveys of the Properties (individually, a “Survey” and collectively the “Surveys”). In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (5) days after the Effective Date. The Surveys shall be certified to Sellers, Buyer and the Title Company. The Surveys shall be in form and substance sufficient to delete the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver to the Title Company owner’s affidavits as to each of the Properties in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies. It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies in accordance with the Commitments and subject only to the Permitted Exceptions applicable to each of the Properties. (b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title ObjectionsCommitment”) and (ii) has delivered to Buyer an ALTA survey (the “Survey”) provided with respect to the Real Property entitled “State Street Financial Center – ALTA/ACSM Land Title Survey in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a)Boston, any Massachusetts” dated December 17, 2003, prepared by Xxxxxxx Engineering, Inc. All matters set forth in or disclosed by the Surveys Title Commitment and Survey are deemed approved by Buyer as “Permitted Exceptions” except as otherwise provided in paragraph 4(d) below. (b) With respect to any continuation of the Title Commitment obtained by Buyer subsequent to the date of the Title Commitment, Buyer shall deliver to Seller, within one (1) business day of receipt of such continuation or update, a copy of such continuation or update together with a written statement by Buyer of any objections to title which have appeared for the first time in such continuation or update and relate to matters first arising after the date of the Title Commitment (collectively, a “Survey Title Objection”). If any matter is unsatisfactory, Buyer must specify in such written notice (the “Title Notice”) the reason such matter(s) are not satisfactory and the curative steps necessary to remove the basis for Buyer’s disapproval. The parties shall then have until three (3) business days after the Title Notice (the “Response Date”) to make such arrangements or take such steps as they shall mutually agree to satisfy Buyer’s objections(s); provided, however, that Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to attempt to cure or agree to attempt to cure any Title Objections, and Seller shall not be deemed to have any obligation to attempt to cure any such matters unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Buyer given or entered into on or prior to the Response Date and which recites that it is in response to a Title Notice. Buyer’s sole right with respect to any Title Objections contained in a Title Notice which Seller has not agreed to satisfactorily resolve shall be to elect on or before the date which is one business day after the Response Date to terminate this Agreement in accordance with Section 5(f) hereof, in which event the Deposit, and all interest thereon, shall be returned to Buyer, and neither party shall have any further liability to the other hereunder, except at otherwise provided herein. All Title Objections not included in a Title Notice given by Buyer to Seller or with respect to which a timely Title Notice is given but Seller fails to expressly agree to attempt to cure as provided above shall be deemed approved by Buyer as “Permitted Exceptions” as provided in paragraph (c). (c) At the Closing, Seller shall convey title to the Property to Buyer by Massachusetts statutory quitclaim deed (the “Deed”), provided that duly executed and acknowledged by Seller and in proper form for recording, conveying good and clear record marketable fee simple title to the Real Property to Buyer delivers (or its nominee if specified in written notice from Buyer to Seller delivered at least seven (7) days prior to the Closing), subject to no exceptions other than (i) matters created by or to be assumed by Buyer; (ii) matters specifically set forth in this Agreement, including without limitation the 88 Kingston Easement Agreement, as defined below, if applicable; (iii) zoning, building ordinances and bylaws and provisions of existing and future laws, regulations, restrictions, requirements, ordinances, resolutions and orders (including, without limitation, any valid relating to building, zoning and environmental protection) as to the use, occupancy, subdivision or improvement of the Real Property; (iv) general and special real estate taxes and assessments that are a lien on the date of Closing, but are not yet due and payable; (v) legal roadways and highways; (vi) covenants, conditions, restrictions, agreements and easements of record that do not unreasonably interfere with the use of the Property as currently used; (vii) nonmaterial encroachments over a building setback or property line, a prohibited encroachment of a nonmaterial nature over any easement or any other matter which does not materially interfere with the use of the Real Property; (viii) interests of tenants in possession; (ix) the leases set forth in the schedule of Tenant Leases attached as Exhibit 1(d) hereto, and any other leases consented to by Buyer in accordance with Section 7(a) below; (x) any state of facts that a personal inspection of the Real Property might disclose; (xi) easements or claims of easements not shown by the public records; (xii) any lien or encumbrance encumbering the Real Property as to which Seller shall deliver to Buyer, or to Buyer’s Title Objections Company at or Survey Objections on prior to the Closing, payment sufficient to satisfy the obligations secured by such lien or before October 3encumbrance (in the case of liens or encumbrances, 2011if any, which secure the payment of money) or proper instruments, in recordable form, which upon recordation will cancel such lien or encumbrance, together with any other instruments necessary thereto and the cost of recording and canceling the same; otherwise (xiii) any such objections lien or encumbrance as to which the Title Company will insure, or commit to insure, Buyer against loss or forfeiture of title to, or collection from, the Real Property without additional cost to Buyer, whether by payment, bonding, indemnity of Seller or otherwise; and (xiv) the Permitted Exceptions. All of the foregoing exceptions shall be deemed referred to collectively as the “Conditions of Title”. (d) Notwithstanding the foregoing, however, Seller agrees to discharge any mortgage liens and other voluntary encumbrances securing the payment of money due and owing by Seller which currently exist or which may be waived. If Buyer delivers in a timely manner written notice placed on the Property by Seller at any time up to and including the date of any Title Objections and/or Survey Objections Closing (collectively, “ObjectionsMonetary Liens”). (e) By acceptance of the Deed and the Closing of the purchase and sale of the Property, then Sellers shall(i) Buyer agrees it is assuming for the benefit of Seller all of the obligations of Seller with respect to the Conditions of Title from and after the Closing, within fiveand (ii) Buyer agrees that Seller shall have conclusively satisfied its obligations with respect to title to the Property. The provisions of this Section 4 shall survive the Closing.

Title/Survey. (a) On or prior Buyer acknowledges receipt of a preliminary title report no. NCS-153865- 5M dated as of March 8, 2005 (the “Title Report”) issued by First American Title Insurance Company, 500 Xxxxxxxx Xx., Redwood City, CA 94063, Attention: Kxxxx Xxxxxxxxx (the “Title Company”) with respect to the Effective DateReal Property and copies of the underlying documents for each of the exceptions to coverage identified in the Title Report. (b) Within two (2) business days after execution and delivery of this Agreement by both parties, Seller shall deliver to Buyer copies of the most recent existing ALTA survey of the Real Property in Seller’s possession. If Buyer desires an updated survey of the Real Property (the “Updated Survey”), Buyer shall order from cause to be prepared the Updated Survey, at Buyer’s sole cost. Buyer shall provide such surveyor with a copy of the Title Company commitments (individually, a “Commitment” and collectively, Report to aid in preparing the “Commitments”) to issue ALTA 2006 Owner’s Policies of Title Insurance in an amount equal to the allocated portion of the Purchase Price applicable to each of the Properties dated as of the time and date of Closing, or later and being subject only to the Permitted Exceptions (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title Policies”)Survey. Buyer shall have the Updated Survey completed, and a copy delivered to Seller and to the Title Company, no later than three (3) days prior to the expiration of the Due Diligence Period (as hereinafter defined). If Buyer does not obtain and deliver the Updated Survey as provided above, then any reference in this Agreement to “Updated Survey” shall be ignored as if no Updated Survey was contemplated. (c) On or before 5:00 p.m. (PST) on the day which is five (5) days prior to the expiration of the Due Diligence Period, Buyer shall deliver to Seller written notice that Buyer either: (i) approves and accepts Seller’s title as it appears in the Title Report and on the Updated Survey, or (ii) objects to any matters set forth in the Title Report or on the Updated Survey, which matters shall be described in Buyer’s notice of objection with sufficient particularity to allow Seller to identify them. If Buyer fails to deliver notice as provided in this subsection, then except as provided below, Buyer shall be deemed to have approved and accepted title to the Property as shown in the Title Report and on the Updated Survey (if any), and all such matters shown in the Title Report and on the Updated Survey (if any) shall be considered “Permitted Exceptions”. (d) Except as provided below, any matters set forth in the Title Report or on the Updated Survey to which Buyer does not object as provided in the previous subsection shall be considered “Permitted Exceptions.” In addition, the following matters set forth in the Title Report or on the Updated Survey shall be deemed to be Permitted Exceptions: (i) those created by or to be assumed by Buyer pursuant to the express terms of this Agreement; (ii) zoning ordinances or other matters of local law; and (iii) general and special real estate taxes and assessments that are a lien on the date of Closing, but are not yet due and payable. (e) If Buyer notifies Seller that the condition of title as shown in the Title Report and on the Survey is unacceptable, then Seller shall have thirty (30) days during which it may attempt to cure such defects. Notwithstanding the foregoing, Seller shall have no affirmative obligation under this Agreement to expend any funds or incur any liabilities to cause any title exceptions to be removed from the Title Report or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Buyer or other parties not related to Seller. Subject to Buyer’s approval, which shall not be unreasonably withheld, conditioned or delayed, Seller shall have the right to order and obtaincure any defect by causing the Title Company to insure over it at no cost or expense to Buyer. If said thirty (30) day period extends beyond the Closing Date (as hereinafter defined), at its expense, surveys the Closing Date shall be postponed to permit Seller a reasonable time within which to effect a cure of the Properties (individually, a “Survey” and collectively the “Surveys”)such defects. In the event Buyer desires If Seller fails to obtain a Surveycure such defects, then Buyer may elect either to terminate this Agreement or Buyer may accept such title as Seller is able to convey, without reduction in the Purchase Price. If Buyer elects to terminate this Agreement, Buyer shall order same no later than deliver to Seller written notice of its decision to terminate this Agreement within five (5) days after the Effective Date. The Surveys end of Seller’s thirty (30) day cure period, whereupon all documents and funds (including, without limitation, the Deposit), except the Independent Consideration, previously deposited into escrow shall be certified to Sellers, Buyer and the Title Company. The Surveys shall be in form and substance sufficient to delete the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver returned to the Title Company owner’s affidavits as to each of the Properties in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies. It party so depositing same and neither party shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies in accordance with the Commitments and subject only have any further liability to the Permitted Exceptions applicable other hereunder, except as otherwise provided herein. If Buyer does not elect to each of the Properties. terminate this Agreement within said five (b5) day period, then Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”) and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys (“Survey Objections”), provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before October 3, 2011; otherwise any such objections shall be deemed to be waived. If Buyer delivers have waived such termination right and to have elected to accept such title as Seller is able to convey, without reduction in a timely manner written notice of any Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shall, within fivethe Purchase Price.

Title/Survey. (a) On Within fifteen (15) Business Days after the date of this Agreement (the “Title Review Period”), Purchaser, at Purchaser’s expense, may obtain (i) one or prior to more irrevocable title commitments for title insurance (collectively, the Effective Date“Title Commitment”) covering the Owned Real Properties, Buyer shall order from including all beneficial easements, issued by the Title Company commitments Company, for the issuance of an owner’s policy of title insurance for each Owned Real Property, which policy shall be in the customary form prescribed by the applicable State Board of Insurance, in an amount and with any endorsements, modifications or additional title insurance coverage reasonably requested by Purchaser, and (individuallyii) one or more boundary or “as built” ALTA/ACSM surveys of the Owned Real Properties prepared by a licensed land surveyor chosen by Purchaser (collectively, the “Survey”; and, together with the Title Commitment, the “Title Evidence”), and deliver the Title Evidence and copies of all documents referenced in the Title Commitment to Purchaser and Seller Parties. Purchaser shall have until the expiration of the Title Review Period to examine such Title Evidence as it deems necessary or convenient and notify Seller Parties of any matters disclosed in the Title Evidence which are not acceptable to Purchaser (each a “CommitmentDefect” and collectively, the “Commitments”) to issue ALTA 2006 Owner’s Policies of Title Insurance in an amount equal to the allocated portion of the Purchase Price applicable to each of the Properties dated as of the time and date of Closing, or later and being subject only to the Permitted Exceptions (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title Policies”). Buyer shall have the right to order and obtain, at its expense, surveys of the Properties (individually, a “Survey” and collectively the “SurveysDefects”). In the event Buyer desires Purchaser fails to obtain give Seller Parties timely written notice of the Defects, Purchaser shall be deemed to have waived any right to object to the Title Evidence and to have accepted title “as is”, and all matters appearing in the Title Evidence (or that would have appeared in the Title Evidence had Purchaser obtained same) shall be deemed to be a Surveypart of the Permitted Liens, except as provided herein. Seller shall have no obligation to cure any Defects; provided, however, regardless of whether written notice is given to Seller Parties by Purchaser, Seller Parties shall be obligated to (i) satisfy any and all customary Title Commitments requirements relating to such Seller Parties’ existence, authority and good standing, (ii) to pay the real estate taxes subject to pro-ration for the year of Closing; (iii) discharge any liens or judgments or other matters which are curable by the payment of a liquidated monetary sum of money (without resort to litigation) (including any and all Liens securing the Indebtedness) (collectively, the “Mandatory Exceptions”) prior to or at the Closing in a manner acceptable to the title company and the Purchaser. As to any Defects (except the Mandatory Exceptions which Seller Parties shall cure as set forth herein), Seller Parties shall have five (5) Business Days from receipt of Purchaser’s timely notice of Defects in which to elect either to (A) notify Purchaser that it intends to cure the identified Defects, in which event Seller Parties shall have sixty (60) days to accomplish such cure (the “Cure Period”) and Closing may be postponed during such period; or (B) notify Purchaser that Seller Parties elect not to cure the identified Defects. In the event Seller Parties fail to deliver a response within five (5) Business Days after receipt from Purchaser of notice of a Defect, Seller Parties shall be deemed to have elected not to cure said Defect. Purchaser shall have five (5) Business Days from receipt of Seller Parties’ notice of its election not to cure Defects or from the date that Seller Parties are deemed to have elected not to cure Defects in the event of Seller Parties non-response, in which to elect either (X) to terminate this Agreement, or (Y) to require Seller Parties to deliver title in its then existing condition (with no reduction in the Transaction Consideration) and to proceed to Closing notwithstanding the Defects raised by Purchaser (which Defects shall be deemed to be Permitted Liens), yet still subject to Seller’s obligation to cure the Mandatory Exceptions. If Purchaser fails to make an election within such five-day period, Purchaser shall be deemed to have elected to proceed pursuant to clause (Y) of the foregoing sentence. (b) If, within the Cure Period, Seller Parties cure or eliminate the Defects in such manner as to permit Title Company and/or surveyor(s) to delete the Defects, then Buyer the Closing shall order same no take place on the later than of the scheduled Closing Date or within five (5) Business Days following the date that Title Company delivers to Purchaser and Seller Parties’ Representative a revised Title Commitment deleting any Defects or that the surveyors deliver revised survey(s). If Seller Parties are unsuccessful in curing or eliminating the Defects within the Cure Period after using good faith and diligent efforts, Purchaser shall have until five (5) days after the Effective Date. The Surveys shall be certified to Sellers, Buyer and the Title Company. The Surveys shall be in form and substance sufficient to delete the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver to the Title Company owner’s affidavits as to each expiration of the Properties Cure Period in which to elect either (X) to terminate this Agreement, or (Y) to require Seller Parties to deliver title in its then existing condition (with no reduction in the form attached hereto as Exhibit “B”, in support Transaction Consideration) and to proceed to Closing notwithstanding the presence of the issuance of the Title Policies. It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies in accordance with the Commitments and subject only to the Permitted Exceptions applicable to each of the Properties. Defects (b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”) and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys (“Survey Objections”), provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before October 3, 2011; otherwise any such objections which Defects shall be deemed to be waivedPermitted Liens), yet still subject to Seller’s obligation to cure the Mandatory Exceptions. If Buyer delivers Purchaser fails to make an election within such five-day period, Purchaser shall be deemed to have elected to proceed pursuant to clause (Y) of the foregoing sentence. (c) If prior to Closing any update to any Title Evidence discloses any new matter which is not acceptable to Purchaser (each, an “Unpermitted Exception”) then the Seller Parties, prior to the Closing, shall have the Unpermitted Exception removed from such Title Evidence corrected or insured over by an appropriate title insurance endorsement, all in a timely manner written notice of any reasonably satisfactory to the Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shall, within fiveCompany and the Purchaser.

Title/Survey. (a) On or prior Seller shall furnish good, marketable and insurable title to the Effective DateProperty at closing. “Insurable” as used herein is defined to mean title which is insurable by Lawyers Title Insurance Corporations, c/o Sxxxxx Xxxxxxxx, 1000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx, XX 00000 (the “Title Company”) at its standard rates without standard exceptions except for those exceptions, if any, approved in writing by Buyer shall order after receipt of a title commitment from the Title Company commitments dated after the date of this Agreement and accompanied by copies of all documents referred to therein and the survey referenced below which locates all easements and other existing improvements. Buyer shall be responsible for any additional survey work, or to re-certify the survey to Buyer and the Title Company, if desired by Buyer including any requirement of the title company for an ALTA survey in order to remove the standard title exceptions and to issue the title commitment and subsequent title policy without standard exceptions. Seller shall deliver to Buyer within ten (individually, a “Commitment” and collectively10) days hereof, the title commitment referenced above, that certain survey identified as Job No. 332-B, dated June 10, 2005 prepared by Boulder Design Services, LLC and copy of traffic study from 2005 (“Commitments”) to issue ALTA 2006 Owner’s Policies of Title Insurance in an amount equal to the allocated portion of the Purchase Price applicable to each of the Properties dated as of the time and date of Closing, or later and being subject only to the Permitted Exceptions (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title PoliciesSeller Documents”). Buyer shall then have the right to order and obtain, at its expense, surveys twenty (20) calendar days after receipt of the Properties Seller Documents in which to examine same. If Buyer finds any defects or exceptions to Seller Documents which (individuallya) render the title not marketable or insurable or (b) render the Property unsuitable for the Intended Use (hereinafter defined), Seller shall be furnished with a “Survey” written statement thereof prior to the expiration of the twenty (20) day period; and collectively the “Surveys”)Seller shall have fifteen (15) calendar days after receipt of Buyer’s notice in which to correct or delete all such defects or exceptions. In the event Buyer desires If Seller shall fail to obtain a Surveycorrect such defects or exceptions within such period, then Buyer shall order same no later than five have an additional fifteen (515) calendar days after the Effective Date. The Surveys shall be certified thereafter to Sellers, Buyer and the Title Company. The Surveys shall be in form and substance sufficient to delete the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver to the Title Company owner’s affidavits as to each of the Properties in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies. It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies in accordance with the Commitments and subject only to the Permitted Exceptions applicable to each of the Properties. (b) Buyer shall have the right to object toeither: (i) decline to accept the Property with such defects or exceptions, terminate this Agreement, and receive a refund of the deposit(s) made by Buyer hereunder together with any matters disclosed by the Commitments (“Title Objections”) and interest accrued thereon; or (ii) accepting the Property with such defects and exceptions, in the event they can be cured prior to the Close of Escrow. Upon approval by Buyer of the title shown in the title commitment, as provided herein, and the delivery to Buyer at the Seller’s expense at the Close of Escrow of an ALTA owners title insurance policy Form 1992 (without standard or regional exceptions) in the amount of the Purchase Price naming Buyer as the insured and as owner of fee simple title to the Property, subject only to those exceptions approved by Buyer, Seller’s obligation hereunder to furnish good, marketable and insurable title shall have ordered Surveys pursuant to Section 3.2(a)be satisfied. Seller has provided a survey identified above as Job No. 332-B dated June 10, 2005 prepared by Boulder Design Services LLC and Seller shall not be responsible for any matters disclosed additional survey costs other than the survey already provided including any requirement by the Surveys (“Survey Objections”), provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before October 3, 2011; otherwise any such objections shall be deemed Company for an ALTA survey to be waived. If Buyer delivers in a timely manner written notice of any Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shall, within fiveissue the title commitment and policy without standard exceptions.

Title/Survey. (a) On or 4.1.1.1 If not already delivered prior to the Effective Agreement Date, within five (5) business days after the Agreement Date, Seller will cause to be issued and delivered to Buyer shall order from a preliminary title report for the Property, together with all documents evidencing exceptions to title referred to therein issued by the Title Company commitments (individually, a “Commitment” and collectively, the “Commitments”) to issue ALTA 2006 Owner’s Policies of "Title Insurance in an amount equal to the allocated portion of the Purchase Price applicable to each of the Properties dated as of the time and date of Closing, or later and being subject only to the Permitted Exceptions (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title Policies”Report"). Buyer shall have a period of twenty-five (25) days after the right Agreement Date to order either approve of any ALTA Survey (whether received from Seller or contracted for by Buyer at Buyer's sole cost and obtainexpense) and the exceptions (if any) contained in the Title Report, at its expenseor to notify Seller in writing, surveys specifying any exceptions to which Buyer objects in either the ALTA Survey or the Title Report ("Title Objection Notice"). Seller shall have a period of three (3) business days after Seller's receipt of the Properties Title Objection Notice (individuallya) to remove, a “Survey” or agree to remove prior to the Closing, some or all of those exceptions to which Buyer has objected in the Title Objection Notice, and collectively to inform Buyer of the “Surveys”same, or (b) to advise Buyer, in writing, that Seller will not agree to remove some or all of those exceptions to which Buyer has objected in the Title Objection Notice; the foregoing election by Seller being at Seller's sole option and discretion ("Title Response Notice"). In If Seller fails to timely deliver to Buyer the event Title Response Notice, it shall be conclusively deemed that Seller has elected not to remove any of those exceptions to which Buyer desires has objected as specified in the Title Objection Notice. If Seller advises Buyer in its Title Response Notice that it will not remove or agree to obtain a Surveyremove some or all of those exceptions to which Buyer has objected in the Title Objection Notice (or Seller is deemed to have so advised Buyer), then Buyer shall order same no later than five have until 5:00 p.m. (5Pacific Time) days after on the Effective DateApproval Date to advise Seller, in writing, whether Buyer elects to waive such objections and proceed with the acquisition of the Property or to terminate this Agreement. The Surveys shall be certified Failure by Seller to Sellers, Buyer and remove those specified exceptions which Seller has expressly agreed to remove in either this Agreement or in the Title Company. The Surveys shall be in form and substance sufficient to delete Response Notice within the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver to the Title Company owner’s affidavits as to each of the Properties in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies. It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies in accordance with the Commitments and subject only to the Permitted Exceptions applicable to each of the Properties. (b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”) and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys (“Survey Objections”), provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before October 3, 2011; otherwise any such objections specified period shall be deemed to be waiveda failure of this condition, in which event the Agreement shall terminate, and the Deposits (to the extent made) shall be returned to Buyer, and the parties shall have no further obligations hereunder except for the Buyer's Surviving Obligations unless Buyer withdraws its objections in writing. If Buyer delivers in a timely manner written notice of any Title Objections and/or Survey Objections (collectivelyNotwithstanding the foregoing, “Objections”), then Sellers shall, within fiveon or prior to Closing Seller shall remove or cause to be removed those certain monetary liens or encumbrances affecting the Property which Seller has created or expressly permitted to exist other than current taxes and assessments.

Title/Survey. (a) On or prior to As soon as reasonably practicable after the Effective Date, Buyer shall order from the Title Company commitments a commitment (individually, a “Commitment” and collectively, the “Commitments”) to issue an ALTA 2006 Owner’s Policies Policy of Title Insurance in an amount equal to the allocated portion of the Purchase Price applicable to each of the Properties dated as of the time and date of Closing, or later and being subject only to the Permitted Exceptions (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title Policies”). Buyer shall have the right to order and obtain, at its expense, surveys a new survey or an update of Seller’s existing survey, if any, of the Properties Property (individuallycollectively, a “Survey” and collectively the “Surveys”). In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (5) days after the Effective Date. The Surveys Survey shall be certified to SellersSeller, Buyer and the Title Company. The Surveys Survey shall be in form and substance sufficient to delete the standard survey exceptions for survey matters exception from the Title PoliciesPolicy. On or before the Closing Date, Sellers Seller shall execute and deliver to the Title Company owneran affidavit to delete the standard printed exception for mechanic’s affidavits as to each of liens from the Properties in the form attached hereto as Exhibit “B”Title Policy, in support of the issuance of the Title Policiesform reasonably satisfactory to Seller. It shall be a condition precedent to Buyer’s obligation to purchase the Properties Property that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies Policy in accordance with the Commitments Commitment and subject only to the Permitted Exceptions applicable to each of the Properties(as hereinafter defined). (b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments Commitment (“Title Objections”) ), and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys a Survey (“Survey Objections”), provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before October 3, 2011the last day of the Due Diligence Period (“Objection Deadline”); otherwise any such objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any Title Objections and/or or Survey Objections (collectively, “Objections”) prior to the Objection Deadline, then Seller shall within three (3) business days from receipt of any Objections from Buyer (“Seller’s Response Deadline”) notify Buyer in writing (“Seller’s Response”) whether Seller elects, in Seller’s sole discretion, to (i) cure any such Objections on or prior to the Closing Date, or (ii) not to cure any such Objections. If Seller elects to cure an Objection under the previous sentence and fails to do so by the Closing Date, Buyer shall have the right to (x) terminate this Agreement, whereupon Escrow Agent shall promptly deliver the Xxxxxxx Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. In the event Seller fails to deliver Seller’s Response to Buyer prior to Seller’s Response Deadline, Seller shall be deemed to have elected not to cure any of the Objections. If Seller’s Response states that Seller elects not to cure any of the Objections on or prior to the Closing Date, or if Seller is deemed to have elected not to cure any of the Objections as set forth above, then within three (3) business days from the Buyer’s receipt of Seller’s Response (or the date Seller is deemed to have elected not to cure any of the Objections), Buyer shall elect to either (x) terminate this Agreement, whereupon Escrow Agent shall promptly deliver the Xxxxxxx Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. If Buyer fails to timely make such election, then Sellers shall, within fiveBuyer shall be deemed to have elected to terminate this Agreement pursuant to the foregoing clause (x).

Title/Survey. (a) On For Buyer’s convenience, Seller has (i) attached hereto as Schedule 4(a) a commitment by the Title Company to issue an owner’s policy of title insurance insuring the Real Property (the “Title Commitment”), and (ii) has delivered to Buyer an ALTA survey (the “Survey”) provided with respect to the Real Property entitled State Street Financial Center”, dated December 17, 2003, and prepared by Gxxxxxx Engineering, Inc. All matters disclosed by the Survey and all matters set forth in the following sections or provisions of the Title Commitment are deemed approved by Buyer as “Permitted Exceptions”, except as otherwise provided in paragraph (d) below: Item 2 in Schedule B, Section 1 and Items 2, 3 and 5 through 14 in Schedule B, Section 2 of the Title Commitment. (b) With respect to any continuation or update of the Title Commitment or any update of the Survey obtained by Buyer subsequent to the date of the Title Commitment, Buyer shall deliver to Seller, within one (1) business day of receipt of such continuation or update, a copy of such continuation or update together with a written statement by Buyer of any objections to title which have appeared for the first time in such continuation or update (collectively, a “Title Objection”); it being understood that Buyer may not raise as a Title Objection any matter which pursuant to the following subsection (c) Buyer has agreed to accept title subject to. If any matter is unsatisfactory, Buyer must specify in such written notice (the “Title Notice”) the reason such matter(s) are not satisfactory and the curative steps necessary to remove the basis for Buyer’s disapproval. The parties shall then have until five (5) business days after the Title Notice (the “Response Date”) to make such arrangements or take such steps as they shall mutually agree to satisfy Buyer’s objections(s); provided, however, that Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to attempt to cure or agree to attempt to cure any Title Objections, and Seller shall not be deemed to have any obligation to attempt to cure any such matters unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Buyer given or entered into on or prior to the Effective DateResponse Date and which recites that it is in response to a Title Notice. Buyer’s sole right with respect to any Title Objections contained in a Title Notice which Seller has not agreed to satisfactorily resolve shall be to elect on or before the date which is one business day after the Response Date to terminate this Agreement in accordance with Section 5(f) hereof, in which event the Deposit, and all interest thereon, shall be returned to Buyer, and neither party shall have any further liability to the other hereunder, except as otherwise provided herein. All Title Objections not included in a Title Notice given by Buyer to Seller or with respect to which a timely Title Notice is given but Seller fails to expressly agree to attempt to cure as provided above shall order from be deemed approved by Buyer as “Permitted Exceptions” as provided in paragraph (c). (c) At the Closing, Seller shall convey title to the Real Property to Buyer by Massachusetts statutory (M.G.L. ch.183, Sec.11) quitclaim deed (the “Deed”), duly executed and acknowledged by Seller and in proper form for recording, conveying good and clear record marketable fee simple title to the Real Property to Buyer, subject to no exceptions other than (i) matters created by or to be assumed by Buyer; (ii) matters specifically set forth in this Agreement; (iii) zoning, building ordinances and bylaws and provisions of existing and future laws, regulations, restrictions, requirements, ordinances, resolutions and orders (including, without limitation, any relating to building, zoning and environmental protection) as to the use, occupancy, subdivision or improvement of the Real Property; (iv) general and special real estate taxes and assessments (whether or not then a lien on the date of Closing, but subject to adjustment as hereinafter provided); (v) legal roadways and highways; (vi) nonmaterial encroachments over a building setback or property line, a prohibited encroachment of a nonmaterial nature over any easement or any other matter which does not materially interfere with the use of the Real Property; (vii) the State Street Leases (and the interests of the tenants and subtenants thereunder); (viii) any state of facts that a personal inspection of the Real Property might disclose; (ix) any lien or encumbrance (other than the Permitted Exceptions and subject to the provisions of the following subsection 4(d)) encumbering the Real Property as to which Seller shall deliver to Buyer, or to Buyer’s Title Company at or prior to the Closing, payment sufficient to satisfy the obligations secured by such lien or encumbrance (in the case of liens or encumbrances, if any, which secure the payment of money) or proper instruments, in recordable form, which upon recordation will cancel such lien or encumbrance, together with any other instruments necessary thereto and the cost of recording and canceling the same and which lien or encumbrance the Title Company commitments will insure, or commit to insure, Buyer against loss or forfeiture of title to, or collection from, the Real Property without additional cost to Buyer; (individuallyx) any lien or encumbrance that the State Street Tenant is obligated to discharge under the State Street Leases, a and (xi) the Permitted Exceptions. All of the foregoing exceptions shall be referred to collectively as the “Commitment” Conditions of Title”. (d) Notwithstanding the foregoing, however, Seller agrees to take the actions reasonably necessary, as provided in Section 5 below, to defease the loan secured by, and caused to be discharged of record (as contemplated by subsection (c) (ix)) that certain Mortgage and Security Agreement, dated February 17th, 2004, made by Seller to Lxxxxx Brothers Bank, FSB and any assignment of lease or UCC financing statement executed in connection with said mortgage (collectively, the “CommitmentsMortgage”). Seller also agrees to discharge other encumbrances securing the payment of money, which may be placed by reason of the act or omission of Seller on the Property at any time up to and including the date of Closing (collectively, “Monetary Liens”). (e) By acceptance of the Deed and the Closing of the purchase and sale of the Property Buyer agrees that Seller shall have conclusively satisfied its obligations with respect to issue ALTA 2006 Owner’s Policies of Title Insurance in an amount equal title to the allocated portion Property. The provisions of this Section 4 shall survive the Purchase Price applicable to each of the Properties dated as of the time and date of Closing. (f) If, or later and being subject only pursuant to the Permitted Exceptions provisions of Section 34, a ROFR Termination Event (hereinafter defined) has occurred Buyer may not assert the Right of First Refusal (as hereinafter defined) as an objection to each of the Properties (individually a “title or Title Policy” and collectively, the “Title Policies”). Buyer shall have the right to order and obtain, at its expense, surveys of the Properties (individually, a “Survey” and collectively the “Surveys”)Objection. In the event at the time of a Scheduled Closing Date there is either (x) a notice of pendency filed against the Property, or (y) an injunction issued staying the Closing or the Seller or Buyer desires to obtain from effecting the Closing, in either of (x) or (y) by reason of a Surveylawsuit commenced by IPC (hereinafter defined) claiming a breach of the Right of First Refusal (hereinafter defined), then Buyer shall order same no later than five (5) days after the Effective Date. The Surveys shall be certified to Sellers, Buyer and the Title Company. The Surveys shall be in form and substance sufficient to delete the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver to the Title Company owner’s affidavits as to each of the Properties in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies. It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies in accordance with the Commitments and subject only to the Permitted Exceptions applicable to each of the Properties. (b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”) and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys (“Survey Objections”), provided that Buyer delivers written such notice of any valid Title Objections or Survey Objections on or before October 3, 2011; otherwise any such objections pendency and/or injunction shall be deemed a Title Objection for the purposes of this Section 4. In the event of a ROFR Termination Event occurred by reason , of IPC not having accepted the offer set forth in the ROFR Offer Notice, as described in Section 34 hereof, Seller shall upon the request of the title company insuring Buyer’s title to be waived. If Buyer delivers the Real Property deliver to such title company a certificate stating that Seller did not receive an acceptance of the offer set forth in a timely manner written notice of any Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shall, within fivethe ROFR Offer Notice.

Title/Survey. (a) On or prior As soon as possible after Opening of Escrow, Escrow Agent shall cause to be delivered to Buyer a preliminary title report incident to the Effective Dateissuance of an ALTA extended coverage title insurance policy, Buyer shall order from the Title Company commitments together with legible copies of all matters indicated in Schedule B thereto (individually, a “Commitment” and collectively, the “Commitments”) to issue ALTA 2006 Owner’s Policies of Title Insurance in an amount equal to the allocated portion of the Purchase Price applicable to each of the Properties dated as of the time and date of Closing, or later and being subject only to the Permitted Exceptions (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title PoliciesReport”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “Survey”). Buyer shall have the right to order object to any matter indicated in the Title Report or on the Survey by delivering written notice of such objections to Seller and obtain, at its expense, surveys of Escrow Agent on or before the Properties date that is ten (individually, a “Survey” and collectively 10) days prior to the “Surveys”)Closing Date. In With respect to any amendments to the event Buyer desires to obtain a Title Report or the Survey, then Buyer shall order same no later than have until five (5) days after receipt of such amendments, together with legible copies of any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agent, in which event the Effective Date. The Surveys Exxxxxx Money, together with all interest accrued thereon, shall be certified immediately refunded to SellersBuyer, Buyer or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Title CompanyEscrow. The Surveys shall be in form and substance sufficient to delete the standard survey exceptions for survey All matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver listed on Schedule B-Part 2 to the Title Company owner’s affidavits as Report, other than standard exceptions, not objected to each of the Properties in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies. It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies by Buyer in accordance with the Commitments and subject only provisions hereof, or which are objected to the Permitted Exceptions applicable by Buyer but with respect to each of the Properties. (b) which Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”) and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a)thereafter waives such objection, any matters disclosed by the Surveys (“Survey Objections”), provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before October 3, 2011; otherwise any such objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any Title Objections and/or Survey Objections (collectively, “ObjectionsPermitted Exceptions.”), then Sellers shall, within five

Title/Survey. (a) On or prior to the Effective Date, Buyer shall order Seller has ordered from the Title Company commitments (individuallyeach, a “Commitment” and collectively, the “Commitments”) to issue an ALTA 2006 Owner’s Policies Policy of Title Insurance in an amount amounts equal to the allocated portion of the Allocable Purchase Price applicable to for each of the Properties dated as of the time and date of ClosingConstituent Property (each, or later and being subject only to the Permitted Exceptions (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title Policies”). Buyer shall have the right to order and obtain, at its expense, surveys a new survey or an update of the Properties Seller’s existing survey, if any, of each Constituent Property (individuallyeach, a “Survey” and collectively collectively, the “Surveys”). Seller has provided Buyer with copies of its existing Surveys prior to the Effective Date. In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (5) days after the Effective DateDate and shall deliver a copy of the Survey to Seller promptly upon receipt from the surveyor. The Surveys Survey shall be certified to SellersSeller, Buyer Buyer, any lender of Buyer, and the Title Company. The Surveys Survey shall be in form and substance sufficient to delete the standard survey exceptions for survey matters exception from the each Title PoliciesPolicy. On or before the Closing Date, Sellers Seller shall execute and deliver to the Title Company owner(i) an affidavit to delete the standard preprinted exception for mechanic’s affidavits as to liens from each of the Properties Title Policy, substantially in the form attached hereto as of Exhibit “BF” (the “Title Affidavit”), and (ii) a non-imputation affidavit in support of the issuance of such from as the Title PoliciesCompany requires to provide Buyer with a non-imputation endorsement to its Title Policy, substantially in the form of Exhibit “J” (the “Non-Imputation Affidavit”). It shall be a condition precedent to Buyer’s obligation to purchase the Properties Membership Interests that the Title Company can and will, on the Closing Date, irrevocably commit to issue the each Title Policies Policy in accordance with the Commitments applicable Commitment and subject only to the Permitted Exceptions applicable to each of the Properties(as hereinafter defined). (b) Buyer shall have the right to object in its sole and absolute discretion to: (i) any matters disclosed by the Commitments (“Title Objections”) ), and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys (“Survey Objections”), ; provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before October 3, 2011the seventh (7th) day prior to the expiration of the Due Diligence Period; otherwise any such objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any valid Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shallSeller shall within three (3) business days from receipt of any Objections from Buyer notify Buyer in writing (“Seller’s Response”) whether Seller elects, in Seller’s sole discretion, to: (i) cure any such Objections on or prior to the Closing Date, or (ii) not to cure any such Objections. If Seller elects to cure an Objection under the previous sentence and fails to do so by the Closing Date, Buyer shall have the right to (I) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the Exxxxxx Deposit to Buyer (without the requirement or need to receive written instructions from Seller), or (II) waive the Objections and proceed to purchase the Membership Interests with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. In the event Seller fails to deliver Seller’s Response to Buyer within fivesuch five (5) business day period, Seller shall be deemed to have not elected to cure any of the Objections. If Seller’s Response states that Seller elects not to cure any of the Objections on or prior to the Closing Date, or if Seller is deemed to have elected to not cure any of the Objections as set forth above, then by the expiration of the Due Diligence Period, Buyer shall elect to either (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the Exxxxxx Deposit to Buyer (without the requirement or need to receive written instructions from Seller), or (y) waive the Objections and proceed to purchase the Membership Interests with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. If Buyer fails to timely make such election, then Buyer shall be deemed to have elected to purchase the Membership Interests pursuant to the foregoing clause (y). c) Notwithstanding anything contained in this Agreement to the contrary, with respect to all matters affecting title to the Properties, and any liens or encumbrances affecting the Properties, Buyer acknowledges and agrees that it is relying upon each Title Policy. If Buyer has a claim under a Title Policy and the subject matter of that claim also constitutes the breach of any representation, warranty or covenant made by Seller in this Agreement, Buyer agrees that it will look first to the applicable Title Policy for recovery of such claim, and Buyer shall not assert any claim against Seller for a breach of a representation, warranty or covenant with respect to such claim to the extent such claim is covered by the applicable Title Policy. This Subsection shall survive Closing.

Title/Survey. (a) On or prior Title to the Effective DatePremises shall be free and clear of all liens, Buyer restrictions, easements and other encumbrances and title objections, except for the Permitted Title Exceptions (as hereinafter defined), and shall be insurable as such at ordinary rates by a reputable title insurance company selected by Seller. (i) Promptly after the execution and delivery of this Agreement, Seller shall order a preliminary title report and/or commitment for title insurance for the Property (“Title Report”) from the Alamo Title Company commitments Company, Attn: Xxxx Xxxxxxxxxx, Tel: 000-000-0000; email: xxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx, 0000 Xxxxxx Xx Xxx 000, Xxxxxxx, XX 00000-0000 (individually, a “Commitment” and collectively, the “CommitmentsTitle Company”) to issue ALTA 2006 Owner’s Policies of ), which Title Insurance Policy shall be in an the amount equal to the allocated portion of the Purchase Price applicable and shall guarantee title to each of the Properties dated as of the time and date of Closing, or later and being Property to be vested in Buyer subject only to the Permitted Title Exceptions, together with copies of all instruments listed as Exceptions therein. Seller shall provide Buyer the Title Report within ten (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title Policies”). Buyer shall have the right to order and obtain, at its expense, surveys of the Properties (individually, a “Survey” and collectively the “Surveys”). In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (510) days after the Effective Date. The Surveys Within five (5) business days after the Effective Date, Seller shall deliver to Buyer its existing survey of the Property, if any (the “Existing Survey”). Buyer, at Buyer’ s expense, shall either cause an update of the Existing Survey to be certified to Sellersmade, Buyer or obtain a survey (the “Survey”) of the Property within thirty (30) days after the Effective Date. Upon approval by Buyer, Seller and the Title Company. The Surveys , any field notes prepared by the surveyor in connection with the Survey shall control any conflicts or inconsistencies with the legal description on Exhibit “A”, and shall be in form incorporated into this Agreement upon their completion and substance sufficient to delete the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver to the Title Company owner’s affidavits as to each of the Properties be used in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies. It shall Deed to be a condition precedent delivered to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies in accordance with the Commitments and subject only to the Permitted Exceptions applicable to each of the PropertiesBuyer at Settlement. (bi) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”) and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys (“Survey Objections”), provided that Buyer delivers written notice may notify Seller of any valid Title Objections or Survey Objections objections Buyer may have with respect to the Exceptions (as hereinafter defined) on or before October 3expiration of the Inspection Period (as defined below). “Exceptions” shall mean all liens, 2011; otherwise any such objections shall be deemed restrictions, reservations, outstanding mineral rights, leases, easements, rights-of-way, encroachments, encumbrances, title exceptions or defects and other matters affecting title to be waived. If Buyer delivers the Property which are disclosed in a timely manner written notice of any the Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shall, within fiveReport or are shown on the Survey.

Title/Survey. 4.1. Purchaser shall order a preliminary commitment for an ALTA Form B owner's title insurance policy (athe "Title Commitment") in the amount of the Purchase Price, from a title company licensed to transact business in the State of New Jersey (the "Title Company"), with respect to the Property. The Title Commitment shall identify the Property by the legal description set forth in the Survey, as hereinafter defined, provided that if the Survey has not been prepared at the time the Title Commitment is ordered, by a preliminary legal description. When the exact legal description of the Property is determined, the Title Commitment shall be revised to include only said legal description. On or prior to the Effective Dateexpiration of the Review Period, Buyer Purchaser may notify Seller in writing of any objection Purchaser may have to any exceptions reported in the title report or matter shown on the survey for the Property. Seller shall order notify Purchaser, in writing within ten (10) business days after receipt of Purchaser's notice, whether Seller intends to remove or insure over any exception to which Purchaser objects, or whether Seller is unwilling or unable to do so. Any exception that Seller does not agree to remove or insure over shall be a permitted exception unless Purchaser repeats its objection within seven (7) days after receipt of Seller's response, and notifies Seller that Purchaser desires to terminate this Agreement. If, prior to Closing, Seller is unable to remove any unpermitted exceptions to title or survey matters previously objected to, after using reasonable efforts to do so, and Purchaser is unwilling to take title subject thereto, then Purchaser may terminate this Agreement, and each party shall be released from all duties and obligations contained herein. 4.2. Purchaser shall cause to be made a survey of the Property (the "Survey"). The Survey shall consist of a boundary survey of the Property prepared by a surveyor duly registered in the state in which the Property is located. Unless the Title Company commitments (individually, a “Commitment” and collectivelyraises any title exceptions related to the legal description shown on the Survey, the “Commitments”) to issue ALTA 2006 Owner’s Policies of Title Insurance in an amount equal to the allocated portion description of the Purchase Price applicable to each of Property as reflected in the Properties dated as of the time and date of Closing, or later and being subject only to the Permitted Exceptions (as hereinafter defined) as to each of the Properties (individually a “Title Policy” and collectively, the “Title Policies”). Buyer shall have the right to order and obtain, at its expense, surveys of the Properties (individually, a “Survey” and collectively the “Surveys”). In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (5) days after the Effective Date. The Surveys Survey shall be certified to Sellerssubstituted for the description set forth in Exhibit A, Buyer if different, and the Title Company. The Surveys shall be in form and substance sufficient to delete the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, Sellers shall execute and deliver to the Title Company owner’s affidavits as to each of the Properties legal description contained in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies. It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, irrevocably commit to issue the Title Policies in accordance with the Commitments and subject only to the Permitted Exceptions applicable to each of the Properties. (b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”) and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys (“Survey Objections”), provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before October 3, 2011; otherwise any such objections shall be deemed deed to be waived. If Buyer delivers in a timely manner written notice of any Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shall, within fivedelivered by Seller to Purchaser at Closing.