Common use of Permitted Exceptions Clause in Contracts

Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the "Permitted Exceptions": (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.

Permitted Exceptions. The At the Closing, Seller shall convey and Purchaser shall accept fee simple title to the Real Property shall be conveyed subject only to the following matters, which are hereinafter referred exceptions to as title (the "“Permitted Exceptions":”): (a1) all liens, encumbrances, easements, covenants, conditions and restrictions, including any state of facts shown (x) on the Survey or (y) any updates to the Survey (which matters shown on any subdivision or parcel map affecting update to the Survey do not impact the value of the Property which are or the use of the Property for its current use, other than in an immaterial manner); (2) any exclusions from coverage set forth in the Purchaser’s Pro Forma Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the PropertyPolicy; (b3) those matters all laws, municipal ordinances, orders, designations or requirements issued by any federal, state, municipal or other governmental department, agency or bureau or any other governmental authority having jurisdiction over the Property (each, a “Governmental Authority”), as the same now exist or may be hereafter modified, supplemented or promulgated; provided, however, that either are the foregoing is not objected intended to modify or limit Seller’s representations, warranties or covenants contained in writing within the time periods provided in Section 2.2 hereof, this Agreement or if objected Purchaser’s rights with respect to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Propertya breach thereof; (c4) 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 due and payable prior to the rights of tenants under the LeasesClosing Date and/or are apportioned as provided in this Agreement; (d5) all violations of law, municipal ordinances, orders, designations or requirements issued by any Governmental Authority having jurisdiction over the lien of all ad valorem real estate taxes and assessments Property (collectively, “Violations”); provided, however, that the foregoing is not yet due and payable as of the date of Closingintended to modify or limit Seller’s representations, subject warranties or covenants contained in this Agreement or Purchaser’s rights with respect to adjustment as herein provideda breach thereof; (e6) local, state and federal laws, ordinances such matters as the Title Company shall be willing to omit as exceptions to coverage at no cost or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating expense to Purchaser with respect to the Property; (f) items shown Title Policy issued by the Title Company on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Closing Date; (l7) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership all utility easements of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.record;

Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the "Permitted Exceptions": " shall mean (a) all liensany easements, encumbrancesrestrictions and conditions shown on the Survey or any applicable Minor Development Plan; (b) real property taxes and assessments for the year of the applicable Closing and subsequent years; (c) building, zoning and other applicable ordinances and regulations of the County of ▇▇▇▇▇▇▇, State of Colorado; (d) any reservations, exceptions, easements, rights-of-way, restrictive covenants, conditions and other matters set forth on Exhibit D attached hereto, including, but not limited to, the exceptions of mineral and water rights set forth on such Exhibit D, subject, however, to Mission's delivery to Buyer at Closing of a Relinquishment of Surface Rights with respect to the exceptions of mineral and water rights in the form attached hereto as Exhibit E; (e) taxes, assessments, fees or charges, if any, resulting from the inclusion of the Property in the Highlands Ranch Metropolitan District No. 2; (f) the easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth restrictions contained in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable Deed attached hereto as of the date of Closing, subject to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (f) items shown on the Survey; Exhibit F; (g) the terms and provisions contained in the Supplemental Declaration and in the By-Laws of the Condominium; form attached hereto as Exhibit H; (h) those certain revocable consent agreements granted by the City of New York related to easements, covenants, conditions and restrictions contained in the bridge Easement and tunnel connecting the Physical Property with a building on that certain property known Development Agreement attached hereto as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); Exhibit I; (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower easements, covenants, conditions and restrictions contained in the National Register of Historic Places and Access Easement Agreement attached hereto as a National Historic Landmark by the National Park Service, Department of the InteriorExhibit J; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) any defects in or objections to title to the occupancy of the South Building pursuant to a temporary certificate of occupancyProperty caused by Buyer or anyone claiming by, as the tenant through or under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; Buyer; and (k) all any other reservations, exceptions, easements, rights-of-way or other matters which would be revealed are waived or disclosed deemed waived by a physical inspection of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant Buyer pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership Section of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to PurchaserAgreement entitled "Title Defects."

Permitted Exceptions. The Property shall be conveyed subject to As used herein, the following matters, which are hereinafter referred to as term Permitted Exceptions means the "Permitted Exceptions"following: (ai) any liens and encumbrances caused by Purchaser, inclusive of any liens and encumbrances placed on the Property in connection with any financing obtained by Purchaser or any work performed by Purchaser's Agents; (ii) the Title Company's standard pre-printed exceptions; (iii) all liens, encumbrances, easements, covenants, conditions and restrictions, including any Applicable Laws (hereinafter defined); (iv) all matters shown in Schedule B to the Title Commitment; (v) all matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing disclosed by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (f) items shown on the Survey; (gvi) the Declaration and the By-Laws of the Condominium; Easement Agreement (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"hereinafter defined); (ivii) The existing designation deed restrictions (the RESTRICTIONS) to be imposed by the current owner of the Tower Seller's Land containing substantially similar terms as a New York City Landmark those set forth on Exhibit "C" attached hereto and incorporated herein by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places reference including, without limitation, all easements, licenses, assessment and as a National Historic Landmark by the National Park Servicelien and other enforcement rights granted, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreationreserved or provided for therein, and Historic Preservation; all restrictions, obligations and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such buildingobligations set forth therein; (kviii) all matters a Memorandum of Right of First Refusal and Option Agreement, the form of which would be revealed is attached hereto as Exhibit "K" and incorporated herein by reference, pertaining to certain rights of Seller to acquire other property in Freeport North. Seller represents and warrants that such Memorandum will not affect the development or disclosed by a physical inspection use of the Physical Property on the Effective DateLand; (lix) the license agreement between Seller and Tenant pursuant any reservation of rights or rights of repurchase to which the Wyeth Paintings shall remain be included in the Building after special warranty deed from the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership seller of the Wyeth Paintings Seller's Land to Seller, such to be in substantially the form of that attached hereto as Exhibit "L" and that Seller shall have incorporated herein by reference; (x) any matters shown on the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer plat of the property recorded at Volume 84203, Page 1835, et seq., of the Official Public Records of Real Property to Purchaserin Dallas County, Texas; and (mxi) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to other matter as Seller and are not being transferred Purchaser may agree. With respect to Purchaser.the Restrictions, Seller represents, warrants and covenants to Purchaser that Seller will comply with all requirements set forth in the Restrictions pertaining to the development of the Land and the construction of the Improvements and that at Closing there will be no violation of the

Permitted Exceptions. 3.1. The Property Shopping Center shall be conveyed sold, and title thereto conveyed, subject to: (i) [intentionally deleted]; (ii) the leases and occupancy agreements described on EXHIBIT "D" attached hereto and made a part hereof (as amended, modified, renewed or extended as of the date hereof, the "EXISTING LEASES"), all amendments, modifications, renewals and extensions of the Existing Leases approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED LEASE AMENDMENTS"), and all other leases and occupancy agreements approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED NEW LEASES"; together with the Existing Leases and the Approved Lease Amendments, the "LEASES"), (iii) all Violations (as hereinafter defined), (iv) to the following mattersextent assignable, which Seller's right, title and interest in and to the service contracts described on EXHIBIT "E" attached hereto and made a part hereof (as amended, modified, renewed or extended as of the date hereof, the "EXISTING SERVICE CONTRACTS"), all amendments, modifications, renewals and extensions of the Existing Service Contracts approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED SERVICE CONTRACT AMENDMENTS"), and all other service contracts approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED NEW SERVICE CONTRACTS"; together with the Existing Service Contracts and the Approved Service Contract Amendments, the "SERVICE CONTRACTS"), it being acknowledged that if any Service Contract is not assignable by its terms and a consent to the assignment thereof is not obtained by the Closing Date, then the transaction shall nevertheless proceed to Closing and Seller shall terminate such Service Contract at Closing at Seller's expense, it being agreed that the failure to obtain any such consent to assignment shall not constitute a default by any party hereunder, constitute a failure of condition precedent in favor of any party or grant any party hereunder any right or remedy, and (v) the Permitted Title Exceptions and the Permitted Survey Conditions (as such terms are hereinafter defined) (the Leases, the Violations, the Service Contracts, the Permitted Title Exceptions and the Permitted Survey Conditions being hereinafter collectively referred to as the "Permitted Exceptions": (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable ConsentsPERMITTED EXCEPTIONS"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing3.2. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property give and Purchaser shall cooperate with Seller accept such fee simple title to the Shopping Center as the Title Company (as hereinafter defined) shall approve and insure as provided in connection with any such removal). The rights of Seller under this subdivision (l)SECTION 8 hereof, including without material exceptions other than the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing Permitted Exceptions and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaserstandard preprinted exceptions.

Permitted Exceptions. The Each Deed delivered with respect to each of the Facilities and the related Property pursuant to this Agreement shall convey good and marketable fee simple title to the applicable Real Property, subject only to the following, all of which shall be conveyed deemed “Permitted Exceptions” with respect to such Facility and such related Property: 4.3.1 All matters shown in the Title Commitments and Title Documents and the Existing Surveys (including in any Title Updates, subject to the following mattersterms of Section 4.5), which are hereinafter referred to as other than the "Permitted Exceptions"following: (a) all judgment liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, tax liens (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) except for the lien of all ad valorem real estate taxes and assessments for the current year not yet due and payable as of the date of ClosingClosing Date, which shall be a Permitted Exception, subject to adjustment apportionment as herein providedprovided elsewhere in this Agreement), broker’s liens, any mechanic’s, materialmen’s or similar liens, or any other liens which can be removed by the payment of a fixed and ascertainable sum of money, in each case to the extent not caused by Purchaser or Purchaser’s Consultants (each, a “Monetary Lien”), (b) the standard exception regarding the rights of parties in possession, except to the extent limited to those parties in possession pursuant to the Resident Agreements and the Commercial Leases existing as of the Closing Date, and (c) the standard exception pertaining to taxes and assessments, except to the extent limited to taxes and assessments for the current year not yet due and payable as of the Closing Date. 4.3.2 All Resident Agreements; and all Commercial Leases existing as of the Closing Date that Purchaser elects in writing to assume; (e) local4.3.3 Applicable zoning and governmental regulations and ordinances; and 4.3.4 Any matters, state and federal laws, ordinances defects in or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating objections to title to the Property; (f) items shown , or title exceptions or encumbrances, arising by, through, under, on the Survey; (g) the Declaration and the By-Laws behalf of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related or due to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation fault of Purchaser, its Affiliates or Purchaser’s Consultants. Seller and Existing Operator shall survive the Closing transfer and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and convey all of such credits are personal their respective interests in and to Seller the Operating Assets owned by each of them to or as directed by Purchaser, free and are not being transferred to Purchaserclear of all liens, encumbrances and adverse claims.

Permitted Exceptions. The Property If Purchaser is not satisfied, in its sole and absolute discretion, with the condition of title, then Purchaser may notify Seller of any of the Title Evidence (each, an “Objection” and, collectively, “Objections”), which Objections must be in writing and must be delivered to Seller on or prior to the expiration of the Due Diligence Period. Seller will thereafter, at its election, have the right (but not the obligation) to use commercially reasonable efforts to cause any or all such Objections to be cured on or before Closing (provided that with respect to Existing Liens (as defined below) Seller shall be conveyed subject obligated to the following matterstake all efforts necessary to cause Existing Liens to be cured). If, which are hereinafter referred Seller elects to as the "Permitted Exceptions": (a) use commercially reasonable efforts to cause any or all lienssuch Objections to be cured, encumbrancesand after using commercially reasonable efforts to do so, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been is unable to remove cure one or curemore Objections (other than Existing Liens), and Seller shall provide written notice (yan “Inability to Cure Notice”) subject to which Purchaser has elected to accept the conveyance no later than ten (10) days after receipt of the Property; Objections (b) those matters that either are the “Response Deadline”). If Seller does not objected timely provide an Inability to in writing within the time periods provided in Section 2.2 hereof, or if objected Cure Notice to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is shall be deemed to have elected to not cure any Objections. If Seller delivers an Inability to Cure Notice to Purchaser or does not timely deliver an Inability to Cure Notice, Purchaser may elect, in its sole and absolute discretion, to (a) terminate this Agreement by providing written notice thereof to Seller on or before the date occurring five (5) days after (1) the receipt of an Inability to Cure Notice or (2) the Response Deadline, if Seller does not timely deliver an Inability to Cure Notice, or (b) accept title subject to any Objections for which Seller is unable to cure as identified in an Inability to Cure Notice, other than any Existing Liens. All items to which Purchaser does not timely object in the conveyance Title Evidence, and all items that Purchaser has been deemed to have accepted pursuant to clause (b) of the prior sentence shall be collectively referred to herein as the “Permitted Exceptions”; provided, however, that in any event none of the following shall be deemed Permitted Exceptions and Seller shall in all cases be obligated to cure: (A) judgments against Seller or any affiliate of Seller, (B) mortgages, trust deeds, or other monetary liens (including, without limitation, any mechanics’, materialmen’s and/or vendors’ liens with respect to the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem , and any real estate tax liens other than liens for taxes and assessments not yet delinquent), (C) any matters affecting the Property created on or after the Effective Date that are not otherwise permitted pursuant to the terms of this Agreement, and/or (D) defects, obligations or exceptions of a definite and ascertainable amount that can be satisfied solely by the payment of cash (collectively, “Existing Liens”). If Purchaser does not timely provide Seller with a notice of title defects as provided above or does not terminate this Agreement due to Seller’s inability to cure such title defects, Purchaser shall be deemed to have waived all objections and payable defects to any matters of record title as of the date of ClosingDue Diligence Period Expiration Date, subject to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now to any Existing Liens or hereafter in effect relating to the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on new matters that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listingsarise thereafter. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.

Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the "“Permitted Exceptions"”: (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "“Revocable Consents"”); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "“Tenant"”) is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.

Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter herein referred to as the "Permitted Exceptions": (a) each and all liens, encumbrances, easements, covenants, conditions and restrictions, including any of the Existing Title And Survey Matters not listed on Exhibit R attached hereto; (b) matters shown on any subdivision or parcel map affecting the Property which that either are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are not objected to in writing within the time periods provided in Sections 2.2, or (y) if objected to in writing by Purchaser, those which Seller has elected not to remove or cure, or has been unable to remove or cure, and, with respect to the matters described in clause (x) and clause (y) subject to which Purchaser has elected to accept the conveyance above are matters in respect of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected is not to remove or cure, or has been unable otherwise obligated to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property;; 10 (c) the rights of tenants under the Leases, as tenants only, provided that Seller shall not be obligated to give any representations to the Title Company as to the rights of tenants; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;; and (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related any governmental violations arising prior to the bridge and tunnel connecting Purchaser Execution Date with respect to the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, of which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have received written notice on or before the right, as set forth in such license agreement, upon ninety Purchaser Execution Date and any governmental violations arising on or after the Purchaser Execution Date with respect to the Property (90) days notice, subject to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right of Purchaser to remove terminate this Agreement under the Wyeth Paintings with terms of Section 2.1 hereof if the cooperation cost of Purchaser, shall survive curing any governmental violations arising after the Closing and Purchaser Execution Date will exceed in the transfer of the Property to Purchaser; and aggregate Fifty Thousand Dollars (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.$50,000.00));

Permitted Exceptions. The Property shall be conveyed subject only to the following matters, which are hereinafter referred to as the "Permitted Exceptions": (a) all liensliens (including, without limitation, any sidewalk violations and/or liens arising therefrom), encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property Property, which are set forth in the marked Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property;attached here as Exhibit W. (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants, as tenants only, under the Leases; (d) the rights of Seller and/or any affiliate thereof, as tenant only, under any of the Leases; (e) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (ef) local, state and federal laws, ordinances or governmental regulations, including including, but not limited to, environmental, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property and the ownership, use, development of and the right to operate or maintain the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date; (h) items shown on the Survey and not objected to by Purchaser, or waived or deemed waived by Purchaser in accordance with Section 2.2 hereof; (i) that certain Revocable Consent Agreement made by and between The City of New York Department of Transportation and Seller, as successor by merger to Metropolitan Insurance and Annuity Company, dated December 16, 2003, recorded October 1, 2004, as CRFN 2004000614997 and that certain Revocable Consent Agreement made by and between The City of New York Department of Transportation and Seller, as successor by merger to Metropolitan Insurance and Annuity Company, dated April 2, 2004, recorded May 19, 2004, as CRFN 2004000314876; (j) such right, title and interest Seller may have in the Reserved Con Ed Claims; (k) any lien, encumbrance or governmental obligation that affects solely the property of a tenant; (l) possible non-material variations between the license agreement between Seller and Tenant pursuant to which tax diagram or the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing tax map and the transfer of the Property to Purchaserrecord description; and (m) Seller has claimed federal rehabilitation tax credits all rights for electricity, gas, telephone, water, cable, television and any other utilities to maintain and operate lines, cables, poles and distribution boxes serving the Tower for a rehabilitation project that ended on March 31Real Property in, 2003over, and all of such credits are personal to Seller and are not being transferred to Purchaserupon or under the Real Property.

Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the "Permitted Exceptions": " shall mean (a) all liensany easements, encumbrancesrestrictions and conditions shown on the Survey or any applicable Minor Development Plan; (b) real property taxes and assessments for the year of the applicable Closing and subsequent years; (c) building, zoning and other applicable ordinances and regulations of the County of Douglas, State of Colorado; (d) any reservations, exceptions, easem▇▇▇▇, ▇ights-of-way, restrictive covenants, conditions and other matters set forth on Exhibit D attached hereto, including, but not limited to, the exceptions of mineral and water rights set forth on such Exhibit D, subject, however, to Mission's delivery to Buyer at Closing of a Relinquishment of Surface Rights with respect to the exceptions of mineral and water rights in the form attached hereto as Exhibit E; (e) taxes, assessments, fees or charges, if any, resulting from the inclusion of the Property in the Highlands Ranch Metropolitan District No. 2; (f) the easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth restrictions contained in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable Deed attached hereto as of the date of Closing, subject to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (f) items shown on the Survey; Exhibit F; (g) the terms and provisions contained in the Supplemental Declaration and in the By-Laws of the Condominium; form attached hereto as Exhibit H; (h) those certain revocable consent agreements granted by the City of New York related to easements, covenants, conditions and restrictions contained in the bridge Easement and tunnel connecting the Physical Property with a building on that certain property known Development Agreement attached hereto as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); Exhibit I; (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower easements, covenants, conditions and restrictions contained in the National Register of Historic Places and Access Easement Agreement attached hereto as a National Historic Landmark by the National Park Service, Department of the InteriorExhibit J; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) any defects in or objections to title to the occupancy of the South Building pursuant to a temporary certificate of occupancyProperty caused by Buyer or anyone claiming by, as the tenant through or under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; Buyer; and (k) all any other reservations, exceptions, easements, rights-of-way or other matters which would be revealed are waived or disclosed deemed waived by a physical inspection of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant Buyer pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership Section of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to PurchaserAgreement entitled "Title Defects."

Permitted Exceptions. The Property shall be conveyed subject only to the following matters, which are hereinafter referred to as the "Permitted Exceptions": (a) all liensliens (including, without limitation, any sidewalk violations and/or liens arising therefrom), encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property Property, which are set forth in the marked Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property;attached here as Exhibit V. (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants, as tenants only, under the Leases; (d) the rights of Seller and/or any affiliate thereof, as tenant only, under any of the Leases; (e) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (ef) local, state and federal laws, ordinances or governmental regulations, including including, but not limited to, environmental, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property and the ownership, use, development of and the right to operate or maintain the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date; (h) items shown on the Survey and not objected to by Purchaser, or waived or deemed waived by Purchaser in accordance with Section 2.2 hereof; (i) that certain Revocable Consent Agreement made by and between The City of New York Department of Transportation and Seller, as successor by merger to Metropolitan Insurance and Annuity Company, dated December 16, 2003, recorded October 1, 2004, as CRFN 2004000614997 and that certain Revocable Consent Agreement made by and between The City of New York Department of Transportation and Seller, as successor by merger to Metropolitan Insurance and Annuity Company, dated April 2, 2004, recorded May 19, 2004, as CRFN 2004000314876; (j) such right, title and interest Seller may have in the Reserved Con Ed Claims; (k) any lien, encumbrance or governmental obligation that affects solely the property of a tenant; (l) possible non-material variations between the license agreement between Seller and Tenant pursuant to which tax diagram or the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing tax map and the transfer of the Property to Purchaserrecord description; and (m) Seller has claimed federal rehabilitation tax credits all rights for electricity, gas, telephone, water, cable, television and any other utilities to maintain and operate lines, cables, poles and distribution boxes serving the Tower for a rehabilitation project that ended on March 31Real Property in, 2003over, and all of such credits are personal to Seller and are not being transferred to Purchaserupon or under the Real Property.

Permitted Exceptions. The Property shall be conveyed subject to As used in this Agreement, the following matters, which are hereinafter referred to as the term "Permitted Exceptions": " shall mean (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth disclosed in the Title Commitment Documents and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected CBL/OP does not raise a Title Objection prior to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereofTitle Objection Deadline, or if objected to in writing by Purchaseror, are those which Seller has elected not to remove or curehaving objected, or has been unable to remove or cure, and subject to which Purchaser has elected CBL/OP waives or is deemed to have elected waived in accordance with the provisions of Section 4.3.2 above; (b) any new title exceptions first raised by the Title Company in any modification, update, recertification or amendment to accept the conveyance Title Commitment issued after the Effective Date and to which CBL/OP does not raise an Additional Title Objection within the prescribed time, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of the Property; Section 4.3.3 above; (c) any liens or encumbrances relating to the rights of tenants under the Leases; Closing Date Debt; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; Ground Lease; (e) localall existing Tenant Leases, state all new Tenant Leases and federal lawsamendments, ordinances modifications, supplements and extension to any of the foregoing which are entered into following the Effective Date and are permitted pursuant to this Agreement, and the rights of Tenants in possession thereunder, as tenants only; (f) the Operating Agreement; (g) any financing statements, chattel mortgages or governmental regulationsother liens and encumbrances relating to financing obtained by Tenants and encumbering only the property of Tenants; (h) any Survey Exceptions unless objected to by CBL/OP in accordance with Section 4.3.2 above; (i) non-delinquent Real Estate Taxes (including liens for community facilities districts, including but not limited tobusiness improvement districts or local improvement districts) for the fiscal year in which the Closing occurs; (j) all zoning restrictions, regulations and requirements, all building codes and zoning all other applicable laws, ordinances and regulations, now or hereafter in effect relating to governmental regulations affecting the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would directly or indirectly caused by CBL/OP or arising through CBL/OP. Notwithstanding anything to the contrary contained in this Agreement, liens and encumbrances for the payment of any non-delinquent community facilities district taxes, business improvement district charges and/or any local improvement district levies and special assessments shall not be revealed or disclosed by a physical inspection discharged at Closing and shall not be an objection to title (subject to the proration of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain current installments thereof as provided in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removalSection 6.2 below). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.

Permitted Exceptions. The Property shall be conveyed subject to As used in this Agreement, the following matters, which are hereinafter referred to as the term "Permitted Exceptions": " shall mean (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth disclosed in the Title Commitment Documents and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected CBL/OP does not raise a Title Objection prior to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereofTitle Objection Deadline, or if objected to in writing by Purchaseror, are those which Seller has elected not to remove or curehaving objected, or has been unable to remove or cure, and subject to which Purchaser has elected CBL/OP waives or is deemed to have elected waived in accordance with the provisions of Section 4.3.2 above; (b) any new title exceptions first raised by the Title Company in any modification, update, recertification or amendment to accept the conveyance Title Commitment issued after the Effective Date and to which CBL/OP does not raise an Additional Title Objection within the prescribed time, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of the Property; Section 4.3.3 above; (c) any liens or encumbrances relating to the rights of tenants under the Leases; Closing Date Debt; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; Ground Lease; (e) localall existing Tenant Leases, state all new Tenant Leases and federal lawsamendments, ordinances modifications, supplements and extension to any of the foregoing which are entered into following the Effective Date and are permitted pursuant to this Agreement, and the rights of Tenants in possession thereunder, as tenants only; (f) the Operating Agreement; (g) any financing statements, chattel mortgages or governmental regulationsother liens and encumbrances relating to financing obtained by Tenants and encumbering only the property of Tenants; (h) any Survey Exceptions unless objected to by CBL/OP in accordance with Section 4.3.2 above; (i) non-delinquent Real Estate Taxes (including liens for community facilities districts, including but not limited tobusiness improvement districts or local improvement districts) for the fiscal year in which the Closing occurs; (j) all zoning restrictions, regulations and requirements, all building codes and zoning all other applicable laws, ordinances and regulations, now or hereafter in effect relating to governmental regulations affecting the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed directly or disclosed indirectly caused by a physical inspection of the Physical Property on the Effective Date; CBL/OP or arising through CBL/OP; and (l) that Easement Agreement attached hereto as Exhibit R. Notwithstanding anything to the license agreement between Seller contrary contained in this Agreement, liens and Tenant pursuant encumbrances for the payment of any non-delinquent community facilities district taxes, business improvement district charges and/or any local improvement district levies and special assessments shall not be discharged at Closing and shall not be an objection to which title (subject to the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership proration of the Wyeth Paintings and that Seller shall have the right, current installments thereof as set forth provided in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removalSection 6.2 below). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.

Permitted Exceptions. The Property shall be conveyed subject to the following mattersFor purposes of this Agreement, which are hereinafter referred to as the "Permitted Exceptions": " are and mean: (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (bi) those matters that either are not objected or have become Permitted Exceptions pursuant to in writing within the time periods provided in Section 2.2 or 2.3 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; ; (cii) the rights of tenants under the Leases; , as tenants only, with no options to purchase or rights of first offer or refusal to purchase the Property; (diii) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of ClosingClosing Date, subject to adjustment as herein provided; ; (eiv) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; , except for any violation of the foregoing; and (fv) items shown matters that have arisen as a result of acts done or suffered by or through Purchaser. 2.5 ASIC Lease. Prior to the expiration of the Inspection Period, Purchaser, as landlord, and Seller, as tenant, shall finalize the form of that certain lease for 30,552 rentable square feet located on the Survey; (g) the Declaration and the By-Laws 3rd floor of the Condominium; Property which shall be in form and substance reasonably acceptable to Purchaser and Seller and shall provide for the following: (hi) those certain revocable consent agreements granted by commencement on the City date of New York related to the bridge and tunnel connecting the Physical Property Closing ("Commencement"); (ii) a term of five (5) years; (iii) annual rent of $21.00 gross per rentable square foot with a building 2012 base year and three percent (3%) annual increases plus electricity usage to be billed to tenant on a pro rata basis; (iv) no tenant improvement allowance or commissions; (v) notwithstanding clause (iii) above, rent abatement for five (5) months upon Commencement, provided, tenant shall be responsible for payment of all utilities during such abatement period, (vi) that certain property known for so long as Eleven Madison AvenuePurchaser maintains training rooms on the first (1st) floor of the Property, New YorkPurchaser shall provide access to such training rooms as requested by Seller, New Yorksubject to any conditions set forth in the lease, which revocable consent agreement was executed (vii) a guaranty from Atlas Financial Holdings, Inc. ("Atlas"), an affiliate of Seller, unconditionally and irrevocably guaranteeing the payment and performance of Seller's obligations under the lease, and (viii) an unconditional, standby and irrevocable, self-renewing letter of credit in the amount of Three Hundred Twenty Thousand Seven Hundred Ninety Six and No/100 Dollars ($320,796.00), in form and substance reasonably approved by Purchaser, as security for the full and faithful performance of every provision of the lease to be performed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) throughout the term of the lease (the "Revocable ConsentsASIC Lease"); (i) . The ASIC Lease shall replace any existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection lease with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease Atlas (the "TenantExisting Lease") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection in effect as of the Physical Property on Effective Date and the Effective Date; (l) the license agreement between Seller Existing Lease shall be terminated and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after of no further force or effect as of the Closing. (At the Closing, Purchaser acknowledges shall pay to Seller $7,670 as a lump sum as consideration for any costs associated with relocating Seller at the Property pursuant to the ASIC Lease. Purchaser and agrees that Seller shall retain ownership execute the ASIC Lease as of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal)date of Closing. The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.ARTICLE III REVIEW OF PROPERTY 3.1

Permitted Exceptions. The Property Purchaser acknowledges having received a preliminary title report dated as of February 14, 2003 (the "Lot 4 Title Report") covering the Property, issued by Title Guaranty of Hawaii, Inc. (the "title company"), a copy of which is attached hereto as EXHIBIT "6", and a preliminary title report dated as of February 13, 2003 (the Lot 3 Title Report") covering Lot 3 (as defined in Section 18 below, and being the parcel of land within which the Lot 3 Access Easement (as defined in Section 3(e) below) is located), issued by the title company, a copy of which is attached hereto as EXHIBIT "22", together with copies of all recorded documents and maps referenced in the Lot 4 Title Report and the Lot 3 Title Report (other than documents related to Seller's Mortgages (as defined in Section 6(a)(ii) below), as delivered by Seller to Intrawest pursuant to the Terminated Agreement. Attached as EXHIBIT "7" to this Agreement is a list of exceptions, reservations, easements, and other items which shall be conveyed subject recited or referenced in the Deed as permitted encumbrances or exceptions to title and exclusions from Seller's limited warranty under the Deed. Except for Monetary Liens, Purchaser hereby approves all items listed in Exhibit "7" and all other exceptions and defects affecting or encumbering the title to the following mattersProperty, which the Additional Property and the area to be encumbered by the Lot 3 Access Easement existing as of July 28, 2003. All such approved items are hereinafter referred to in this Agreement as the "Permitted Exceptions": (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not ." Prior to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject Seller agrees to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating take the following actions with respect to the Property; Permitted Exceptions (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related and, to the bridge and tunnel connecting extent expressly provide herein, the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents");Permitted Exceptions shall be modified accordingly): (i) The existing designation Seller shall discharge (or cause to be discharged) from the Property Seller's Mortgages and any other mortgages, deeds of trust, attachments and monetary liens (excepting however the Tower as a New York City Landmark by Purchase Money Note, the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; Purchase Money Mortgage and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listingsUCC Financing Statement) ("Monetary Liens"). (jii) That certain Warranty Deed dated August 24, ▇▇▇▇ (▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇; Liber 16531, Page 635) referenced in the occupancy Lot 4 Title Report includes the following provision: "RESERVING AND EXCEPTING to [Pioneer Mill Company, Limited ("PMCo")], its successors and assigns forever, as appurtenant to the lands of [PMCo] located in the District of the South Building pursuant Premises now owned or hereafter acquired and used by [PMCo], its successors and assigns, in its sugar plantation operations, the perpetual right and easement over and upon the Premises to discharge, emit, or transmit surface water runoff, noise, smoke, soot, dust, lights, vapors, odors, and other substances and phenomena of every description, created by and resulting from the reasonable operations of [PMCo], its successors and assigns, in burning sugar cane and bagasse, milling, generating power, trucking, hauling, and all other activities incidental to the operation of a temporary certificate of occupancysugar cane plantation or alternative energy projects; and Grantee, its successors and assigns, do hereby waive any and all claims under any law whatsoever against [PMCo] arising therefrom." (Such reservation and exception is referred to hereinbelow as the tenant under the Net Lease "Sugar Plantation Operations Easement".) Seller shall cause PMCo, Oahu MS Development Corp., a Hawaii corporation ("OMSD"), and Kaanapali Development Corp., a Hawaii corporation ("KDC") to execute and record at Closing a document (the "TenantPartial Cancellation of Reserved Easement Rights") ), in the form attached as EXHIBIT "8" to this Agreement, by which PMCo, OMSD and KDC release and cancel their respective rights and interests in the Sugar Plantation Operations Easement as it affects the Property, to the extent the Sugar Plantation Operations Easement is obligated to obtain a permanent certificate broader than Section 14 of occupancy for such building;this Agreement. (kiii) all matters which would With respect to Item No. 12 of Schedule B to the Lot 4 Title Report (the "Unrecorded Leases Exception"), the Unrecorded Leases Exception shall not be revealed or disclosed recited in the Deed as an exception to title, and at Closing, Seller will provide the title company with written confirmation, in such form as has been previously provided to the title company by a physical inspection affiliates of Seller in similar transactions, as reasonably required by the title company for removal of the Physical Property on Unrecorded Leases Exception from the Effective Date;title policy (as defined below), if any. (liv) That certain Assignment and Assumption of Rights, Interests and Obligations and Reservation of Rights, Interests and Obligations dated December 21, ▇▇▇▇ (▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇; Document No. 2002-033760), and the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain related unrecorded "KDC Transfer Agreement", referenced in the Building after Lot 4 Title Report, shall not be recited in the ClosingDeed as an encumbrance or exception to title. (Purchaser acknowledges and agrees that Seller shall retain ownership will provide such materials, if any, reasonably required by the title company for removal of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings items from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l)title policy, including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaserif any.

Permitted Exceptions. The Property If Purchaser is not satisfied, in its sole and absolute discretion, with the condition of title, then Purchaser may notify Seller of any of the Title Evidence (each, an “Objection” and, collectively, “Objections”), which Objections must be in writing and must be delivered to Seller on or prior to the date that is two (5) days prior to the Closing Date. Seller will thereafter, at its election, have the right (but not the obligation) to use commercially reasonable efforts to cause any or all such Objections to be cured on or before Closing (provided that with respect to Existing Liens (as defined below) Seller shall be conveyed subject obligated to the following matterstake all efforts necessary to cause Existing Liens to be cured). If, which are hereinafter referred Seller elects to as the "Permitted Exceptions": (a) use commercially reasonable efforts to cause any or all lienssuch Objections to be cured, encumbrancesand after using commercially reasonable efforts to do so, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been is unable to remove cure one or curemore Objections (other than Existing Liens), and Seller shall provide written notice (yan “Inability to Cure Notice”) subject to which Purchaser has elected to accept the conveyance no later than two (2) days after receipt of the Property; Objections (b) those matters that either are the “Response Deadline”). If Seller does not objected timely provide an Inability to in writing within the time periods provided in Section 2.2 hereof, or if objected Cure Notice to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is shall be deemed to have elected to accept not cure any Objections. If Seller delivers an Inability to Cure Notice to Purchaser or does not timely deliver an Inability to Cure Notice, Purchaser may elect, in its sole and absolute discretion, to (a) terminate this Agreement by providing written notice thereof to Seller on or before the conveyance of the Property; date occurring two (c2) days after (1) the rights receipt of tenants under the Leases; an Inability to Cure Notice or (d2) the lien of all ad valorem real estate taxes and assessments Response Deadline, if Seller does not yet due and payable as of the date of Closingtimely deliver an Inability to Cure Notice, or (b) accept title subject to adjustment any Objections for which Seller is unable to cure as herein provided; (e) localidentified in an Inability to Cure Notice, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of other than any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters which would be revealed or disclosed by a physical inspection of the Physical Property on the Effective Date; (l) the license agreement between Seller and Tenant pursuant to which the Wyeth Paintings shall remain in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership of the Wyeth Paintings and that Seller shall have the right, as set forth in such license agreement, upon ninety (90) days notice, to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and the transfer of the Property to Purchaser; and (m) Seller has claimed federal rehabilitation tax credits for the Tower for a rehabilitation project that ended on March 31, 2003, and all of such credits are personal to Seller and are not being transferred to Purchaser.Existing

Permitted Exceptions. The Property Premises shall be conveyed sold, and title thereto conveyed, subject only to the provisions of Article 13 and to the following mattersmatters (collectively, which are hereinafter referred to as the "“Permitted Exceptions":”): i. the matters set forth as of the date hereof in Schedule B of that certain Certificate and Report of Title issued by Fidelity on January 3, 2012 under Title No. 13-7406 28963-NYM (athe “Commitment”) other than those items expressly listed on the first page of Exhibit 4(A)(i); ii. the Leases; iii. all Violations (as hereinafter defined), subject to Article 6 hereof; iv. all present and future zoning, building, environmental and other laws, ordinances, codes, restrictions and regulations of all governmental authorities having jurisdiction with respect to the Property, including, without limitation, landmark designations and all zoning variances and special exceptions, if any; v. liens, encumbrances, easementsviolations and defects (including, covenantswithout limitation, conditions and restrictionsany mechanics and/or materialmen’s lien or any judgment arising as a result thereof), including any matters shown on any subdivision or parcel map affecting the Property removal of which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance is an obligation of the Propertya Tenant; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, vi. All presently existing and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem future liens for unpaid real estate taxes and assessments water and sewer charges not yet due and payable as of the date of the Closing, subject to adjustment as herein hereinbelow provided; vii. All covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Property which are either (ea) localpresently existing or (b) granted to a public utility in the ordinary course, state provided that the same shall not prevent or materially and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to adversely affect the Propertyuse of the Premises for its current use; (f) items viii. State of facts shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted or by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenuesurvey prepared by F▇▇▇▇▇▇▇▇ Surveying, New YorkP.C., New Yorkdated December 1, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge)2011, and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the South Building pursuant to a temporary certificate of occupancy, as the tenant under the Net Lease (the "Tenant") is obligated to obtain a permanent certificate of occupancy for such building; (k) all matters additional facts which would be revealed shown on or disclosed by a physical inspection an accurate current survey of the Physical Property on (collectively, “Facts”), provided that, solely with respect to such additional Facts, the Effective Datesame shall not materially affect the use of the Property for its current use; (l) ix. The Surviving Contracts; x. Consents by any former owner of the license agreement between Seller and Tenant pursuant to Land for the erection of any structure or structures on, under or above any street or streets on which the Wyeth Paintings Land may abut; xi. 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 s▇▇▇▇, 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 Building, or any adjoining property, provided that the same shall remain not materially and adversely affect the use of the Premises for its current use; xii. Variations between tax lot lines and lines of record title; xiii. Standard exclusions from coverage contained in the Building after the Closing. (Purchaser acknowledges and agrees that Seller shall retain ownership preprinted jacket of the Wyeth Paintings and that Seller shall have form of title policy or “marked-up” title commitment employed by the rightTitle Insurer; xiv. Any financing statements, as set forth in such license agreementchattel mortgages, upon ninety encumbrances or mechanics’ or other liens entered into by, or arising from, any financing statements filed on a day more than five (905) days notice, years prior to remove the Wyeth Paintings from the Physical Property and Purchaser shall cooperate with Seller in connection with any such removal). The rights of Seller under this subdivision (l), including the right to remove the Wyeth Paintings with the cooperation of Purchaser, shall survive the Closing and any financing statements, chattel mortgages, encumbrances or mechanics’ or other liens filed against property no longer contained in the transfer Premises, provided that the Title Insurer shall remove them as exceptions from the title insurance policy to be issued to Purchaser and Purchaser’s mortgage lender (if any) at Closing or shall affirmatively insure over them; xv. Any lien or encumbrance arising out of the Property acts or omissions of Purchaser; xvi. Subject to the terms of this Agreement, any other matter which the Title Insurer may raise as an exception to title, provided the Title Insurer will either omit or affirmatively insure against collection or enforcement of same out of the Premises and/or that no material restriction on the present use or maintenance of the Premises will result therefrom, as may be applicable; xvii. Any encumbrance that will be extinguished upon conveyance of the Premises to Purchaser, provided that the Title Insurer shall remove them as exceptions from the title insurance policy to be issued to Purchaser and Purchaser’s mortgage lender (if any) at Closing or shall affirmatively insure over them; and (m) Seller has claimed federal rehabilitation tax credits for xviii. any other matter which, pursuant to the Tower for terms of this Agreement, is a rehabilitation project that ended on March 31, 2003, and all permitted condition of such credits are personal to Seller and are not being transferred to Purchaserthe transaction contemplated by this Agreement.