Common use of Title Matters Clause in Contracts

Title Matters. Except as otherwise disclosed on Schedule 2.17, Seller has (a) good and marketable (and, in the case of any owned Real Property, fee simple) title to all Assets purported to be owned by it and (b) good leasehold title to all Assets purported to be leased by it, in each case free and clear of all liens, claims and encumbrances of any nature whatsoever other than Permitted Liens (collectively, "Liens"). On the Closing Date Seller will transfer to Buyer title to the Assets free and clear of all Liens. “Permitted Liens” are (i) Liens for taxes not yet due and payable; (ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days; (iii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self insurance arrangements; (iv) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Transferred Business; (vi) Liens created under or pursuant to the Business Agreements; (vii) Liens on the Transferred Business or the Assets created or authorized by the Buyer or its Affiliates; and (viii) Liens resulting from not receiving the consents or approvals referenced on Schedule 2.22 prior to the Closing.

Title Matters. Except as otherwise disclosed on Schedule 2.17, Seller has (a) good The relevant Buyers shall purchase and marketable accept title to each Property subject to the following (the "PERMITTED ENCUMBRANCES"): (i) if accepted or deemed accepted under Sections 6.04(b) through (i), the matters disclosed in the Title Report with respect to such Property; (ii) Tenant Leases, Brokerage Contracts, Management Contracts, Service Contracts, Development Contracts and other Contracts relating to such Property (other than the Unassigned Contracts) and, in the case of the Partnership Interest or the Travelers Property (as the case may be), the Travelers Mortgage; and, in the case of the Golden Hills Interest, the Golden Hills Development Agreement; (iii) if accepted or deemed accepted under Sections 6.04(b) through (i), any owned Real additional state of facts which would be disclosed by a current, as-built survey of such Property (including the current, as-built surveys referred to in Section 6.04(b)) since the date of the relevant Survey or would be disclosed by a physical current inspection of such Property; (iv) Liens with respect to such Property for taxes, assessments and similar charges that are not yet delinquent or are being contested in good faith; (v) if accepted or deemed accepted under Sections 6.04(b) through (i), mechanic's, materialman's, carrier's, repairer's and other similar Liens with respect to such Property that are the obligation of any tenant under any Tenant Lease or any party (other than the relevant Seller) under any REA, Service Contract, Development Contract or other Contract to pay, bond or remove; (vi) if accepted or deemed accepted under Sections 6.04(b) through (i), all present and future laws applicable to such Property and all violations and notes or notices of violations against or affecting such Property; (vii) any exception to coverage by the Title Company in the relevant Buyer's Title Policy with respect to such Property, fee simpleprovided that the Title Company insures against collection thereof out of or enforcement thereof against such Property; and (viii) title to all Assets purported to be owned by it any variations between the record description of such Property and the relevant tax map. (b) good leasehold Promptly after the execution and delivery of this Agreement, the Buyers shall apply directly to the Title Company for title insurance with respect to all Assets purported the Properties, shall order current title commitments with respect to be leased by itthe Properties and shall instruct the Title Company to deliver copies of its title commitment for such insurance to Buyers' attorneys and Parent's attorneys. Parent has ordered current, in each case free and clear of all liensas-built surveys for the Properties listed on Schedule 6.04(b) and, claims and upon receipt thereof from the relevant surveyors, shall promptly deliver such current surveys to Buyers' attorneys. If the relevant Buyer objects to any defects, encumbrances of or other objections relating to any nature whatsoever Property (other than Permitted Liens (collectively, "Liens"). On the Closing Date Seller will transfer to Buyer title to the Assets free and clear of all Liens. “Permitted Liens” are (i) Liens for taxes not yet due and payable; Encumbrances under clauses (ii) carriers’), warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days; (iii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self insurance arrangements; (iv) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Transferred Business; (vi) Liens created under or pursuant to the Business Agreements; (vii) Liens on the Transferred Business or the Assets created or authorized by the Buyer or its Affiliates; and (viii) Liens resulting from of Section 6.04(a)) disclosed in the existing Title Report relating to such Property, within ten business days after the date hereof such Buyer shall deliver to Parent and Parent's attorneys a notice of such Buyer's objections. If such Buyer is unable to determine whether or not receiving a Lien disclosed in the consents or approvals referenced existing Title Report relating to (x) a Property listed on Schedule 2.22 6.04(b) or (y) any other Property with respect to which such Buyer is obtaining a new as- built survey is a Permitted Encumbrance until such Buyer receives such survey of such Property, the time within which such Buyer may serve its notice of objection with respect to such Lien shall be extended to five business days after such Buyer's or its attorneys' receipt of such current as-built survey (but not later than the relevant Closing Date). If the relevant Buyer objects to any defects, encumbrances or other objections to title to any Property (other than Permitted Encumbrances under clauses (ii), (iv), (vii) and (viii) of Section 6.04(a)) disclosed in any new or other title report, certificate or commitment, survey or other search report within five business days after such Buyer's or its attorneys' receipt of such report, certificate, commitment or survey, such Buyer shall deliver to Parent and Parent's attorneys notice of such Buyer's objection. Any such notice of objection shall state the reason why the matter in question is objected to and the action that the relevant Seller would need to take in order to cure the same. If such Buyer fails to give such notices of objection within relevant time periods specified above, any defects, encumbrances or other objections disclosed in, respectively, the existing Title Reports and Surveys and new or other reports, certificates, commitments or surveys shall be deemed to be waived by such Buyer, shall not thereafter be raised by such Buyer as objections to title and shall thereafter be deemed to be Permitted Encumbrances. (c) If, at or prior to the relevant Closing, it should appear that any Property is affected by any outstanding Liens or other matters (other than Permitted Encumbrances under clause (ii), (iv), (vii) and (viii) of Section 6.04(a)) to which the relevant Buyer has properly and timely objected pursuant to Section 6.04(b) ("TITLE OBJECTIONS"), and if such Title Objections may, in the reasonable opinion of Parent, be removed as objections to title within 30 days from the date scheduled for such Closing, the relevant Sellers may, but shall not be obligated to, adjourn the relevant Closing for a period not to exceed 30 days for the purpose of removing such Title Objections. At the relevant Seller's Option, any adjournment of a Closing pursuant to this Section 6.04(c) shall apply to all of the Properties that are the subject of such Closing. Nothing contained in this Agreement shall be construed to require Parent or Sellers to incur any expense, take any action or commence any proceeding to remove any Title Objections or to otherwise render title to any Property marketable or insurable; provided that the relevant Seller shall be obligated to cure any Title Objections relating to (i) any Indebtedness secured by a Lien on any Property (other than any Indebtedness that the relevant Buyer specifically agrees to assume at the relevant Closing), (ii) any Liens created by or through Seller in violation of this Agreement, (iii) any judgments against Seller, (iv) a broker which has been retained by or is authorized to act on behalf of Parent or the relevant Seller and any other monetary Lien which can be cured by the payment of an ascertainable sum not in excess of $250,000 in the aggregate with respect to each Property; and failure to cure such Title Objection shall be a default by such Seller. (d) If, at or prior to the relevant Closing, it should appear that any Property is affected by any Title Objection to which the relevant Buyer has properly and timely objected pursuant to Section 6.04(b) and, if such Title Objection would individually or in the aggregate have a material adverse effect on the value or use of such Property as now used or, in the case of Development Properties, as now being developed or, in the case of Developable Land Properties or other Properties proposed for redevelopment, for office and/or industrial development or redevelopment, then such Buyer shall have the right to terminate this Agreement with respect to such Property (or, if the Property is in the EOP Property Group, with respect to the entire Property Group) by delivery of a notice of such termination to Parent. For the purposes of this paragraph, any monetary Liens in excess of $250,000 with respect to the relevant Property shall be deemed to have a material adverse effect on the value or use of the relevant Property. This notice, if given shall specify the Title Objection forming the basis for the decision to terminate. Parent shall have five business days after receipt of such notice to decide whether or not to adjourn the Closing pursuant to Section 6.04(c) or otherwise to attempt to agree with such Buyer on corrective measures, if any. If, within five business days after delivery of such Buyer's notice to terminate, Parent does not exercise such right to adjourn the Closing or the parties do not agree on any such corrective measures, this Agreement shall terminate with respect the relevant Property (or, if the Property is in the EOP Property Group, with respect to the entire Property Group). If Parent exercises such right to adjourn and such Title Objection is not cured within the 30-day period under Section 6.04(c), then such Buyer may terminate this Agreement with respect to the relevant Property (or, if the Property is in the EOP Property Group, with respect to the entire Property Group) pursuant to this Section 6.04(d) by notice given within five business after the earlier to occur of the expiration of such 30-day period or receipt by such Buyer of a notice that the relevant Seller is ceasing its efforts to cure such Title Objection. If this Agreement is not terminated with respect to the relevant Property (or, if the Property is in the EOP Property Group, with respect to the entire Property Group) as provided in this Section 6.04(d), such Title Objection shall be deemed to be waived by the relevant Buyer, shall not thereafter be raised by such Buyer and shall thereafter be deemed to be a Permitted Encumbrance. If this Agreement is terminated with respect to any Property (or, if the Property is in the EOP Property Group, with respect to the entire Property Group) pursuant to this Section 6.04(d), within five business days after such termination with respect to such Property (or, if the Property is in the EOP Property Group, with respect to the entire Property Group), Parent or the relevant buyer may by notice to the other terminate this Agreement with respect to the other Properties in such Buyer's Property Group. If this Agreement is terminated by any Buyer with respect to its Property Group as pursuant to this Section 6.04(d), Parent may terminate this Agreement with respect to the other Buyers and their Property Groups by notice given to such other Buyers within five business days after receipt by Parent of the termination notice from the first Buyer. (e) If this Agreement is terminated with respect to any Property pursuant to Section 6.04(d), Parent and the relevant Buyer shall give notice to the Escrow Agent, as applicable, (i) to accept from the relevant Buyer a replacement Letter of Credit in an amount which shall reflect a reduction in such Buyer's share of the Deposit equal to the amount of such Deposit that is attributable to the Property in question, or (ii) to return to the relevant Buyer the portion of the Deposit Amount (including the applicable portion of the interest earned) attributable to the Property in question. If this Agreement is terminated with respect to any Property Group pursuant to this Section 6.04(d), Parent and the relevant Buyer shall give notice to the Escrow Agent to return to the relevant Buyer, as applicable, (A) the Letter of Credit deposited by such Buyer or (B) the Deposit Amount (including the applicable portion of the interest earned) deposited by such Buyer. (f) The existence of Liens that are not Permitted Encumbrances shall not be objections to title provided that properly executed instruments, in recordable form, necessary to satisfy the same are delivered at the relevant Closing, together with any recording or filing fees required in connection therewith. Any such Liens may be paid out of the cash consideration payable hereunder and, if a request is made in writing not later than two business days prior to the relevant Closing, the relevant Buyer shall provide at the relevant Closing separate official bank or certified checks or the relevant wire transfers in such form and amounts and payable to such parties as requested in the relevant Sellers' notice to facilitate the satisfaction of any such Liens, and the amounts of such checks or wire transfers shall be credited against the balance of the relevant Purchase Price to be paid at Closing. (g) Liens for delinquent installments of real estate taxes, assessments, business improvement district charges, sewer rents, water charges, vault charges and similar charges shall not be objections to title, provided the same shall be adjusted for pursuant to Section 2.08. (h) If, at the time of the relevant Closing, any Property is subject to any unpaid, non-delinquent real estate or similar taxes and similar assessments and charges, the same shall be deemed to be Permitted Encumbrances (and shall be adjusted for pursuant to Section 2.08(d)). (i) If a search of title discloses judgments, bankruptcies or other returns against other persons having names the same as or similar to that of the relevant Seller (but who are not such Seller), such Seller shall deliver to the Title Company an affidavit showing that such judgments, bankruptcies or other returns are not against the Seller and the existence thereof shall not be Title Objections if the Title Company omits such matters as exceptions to title.

Title Matters. Except as otherwise disclosed on Schedule 2.17Upon Close of Escrow, Seller has SELLER shall cause the Title Company designated in subsection 2.7 to issue to BUYER an ALTA Owner's Title Insurance Policy Form B-1970, including mechanics' lien coverage ("Owner's Title Policy"), insuring title to the Property in BUYER, with coverage in the amount of the Purchase Price, subject only to: (a) good a lien for current taxes and marketable (and, in any lien for supplemental taxes arising on account of the case conveyance of the Property to BUYER or the construction of any owned Real PropertyImprovements on the Property and any lien for existing or future assessments, fee simpleincluding an assessment under CFD 2000-1 as described in section 9.7 below; (b) title assessments arising under any Restrictions, and which are not then delinquent; (c) any deed of trust, security instruments or other instruments granted by BUYER in favor of BUYER's lender; (d) any matters caused by BUYER or its agents or successors; (e) the Special Declaration and other Restrictions; (f) any Easements granted at the request of the Ocean Ranch Developer and approved by BUYER described in subsection 9.2.2 below; (g) the Title Company's standard printed exceptions applicable to all Assets purported the ALTA form of the Owner's Title Policy; (h) any mechanics liens arising from BUYER's fixturization or other activities on the Property prior to be owned by it the Close of Escrow; (i) the 20' "no build" (a) to review the ALTA survey and to conduct a physical inspection for purposes of issuing the Owner's Title Policy described above; and (b) good leasehold to identify any additional title exceptions resulting from the Title Company's review of such survey and physical inspection in a supplement to all Assets purported the Preliminary Report. BUYER shall have a right to review and approve any such supplement to the Preliminary Report in accordance with the procedure described in section 9.1 below. The cost of the Owner's Title Policy, the survey and any other matters to be leased provided by it, in each case free and clear of all liens, claims and encumbrances of any nature whatsoever other than Permitted Liens (collectively, "Liens"). On the Closing Date Seller will transfer to Buyer title to the Assets free and clear of all Liens. “Permitted Liens” are (i) Liens for taxes not yet due and payable; (ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for SELLER under this section shall be a period of more than 60 days; (iii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self insurance arrangements; (iv) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which do not materially detract from the value part of the property subject thereto or materially interfere with the ordinary conduct of the business of the Transferred Business; (vi) Liens created under or pursuant to the Business Agreements; (vii) Liens on the Transferred Business or the Assets created or authorized Development Costs unless separately paid by the Buyer or its Affiliates; and (viii) Liens resulting from not receiving the consents or approvals referenced on Schedule 2.22 prior to the ClosingBUYER.

Title Matters. Except as otherwise disclosed on Schedule 2.17, Seller has 4.1 Purchaser agrees that it shall accept title to the Property subject only to the following: (a) good all non-delinquent real estate property taxes and marketable assessments (and, in the case of subject to apportionment as set forth hereinafter) and any owned Real Property, fee simple) title lien to all Assets purported to be owned by it and secure same; (b) good leasehold title to any Contracts assigned to, and assumed by, Purchaser; (c) the matters set forth on Schedule 4.1 attached hereto; (d) all Assets purported matters created by or on behalf of, at the request of, or with the consent of, Purchaser, or arises as a result of the acts of Purchaser, including, without limitation, any documents or instruments to be leased by it, in each case free and clear of all liens, claims and encumbrances recorded as part of any financing for the acquisition of the Property by Purchaser; (e) any Violations (as hereinafter defined); (f) all exceptions disclosed by the Title Report (as hereinafter defined) and the survey relating to the Property, to the extent that same are approved or deemed approved by Purchaser in accordance with this Section 4; (g) all Requirements of Law (including, without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (h) exceptions that will not require Purchaser to pay or incur any additional expense and that are of a de minimis nature whatsoever other than Permitted Liens (collectively, "LiensPERMITTED EXCEPTIONS"). 4.2 Purchaser acknowledges receipt of a copy of a title report having an effective date of November 15, 2004 (the "TITLE REPORT"), prepared by American Land Services, as Agent for Commonwealth Land Title Insurance Company (the "TITLE COMPANY"). On Purchaser may raise objections to any title exceptions (including survey matters) disclosed by the Closing Date Seller will transfer to Buyer title Title Report or any updates to the Assets free and clear of all Liens. “Permitted Liens” are (i) Liens for taxes not yet due and payable; (ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business Title Report which are not overdue for Permitted Exceptions (collectively, "TITLE OBJECTIONS"). Any Title Objections must be made within ten (10) days after (a) the date hereof with respect to title exceptions contained in the Title Report or (b) Purchaser's receipt of any such update, but in no event later than the Closing Date. If Purchaser does not make any Title Objection within the applicable period, such title exceptions will be deemed to be Permitted Exceptions. Purchaser agrees to promptly deliver, or cause to be delivered, to Seller copies of any and all updates to the Title Report after Purchaser's receipt thereof. Within seven (7) Business Days after the receipt of a period Notice (as hereinafter defined) from Purchaser of more than 60 days; any Title Objection(s), Seller shall (iiisubject to Seller's obligations under Section 4.4 hereof) pledges give Purchaser a Notice of any such Title Objection which Seller is unable or deposits unwilling to cause to be removed prior to or at Closing (a "SELLER OBJECTION NOTICE"). With respect to any and all Title Objection(s) which are not Required Omissions (as hereinafter defined) (all such other Title Objections, collectively, the "ADDITIONAL TITLE ENCUMBRANCES") that are the subject of a Seller Objection Notice, Purchaser shall elect, by Notice to Seller within five (5) days after the giving of such Seller Objection Notice, either (A) to terminate this Agreement, in which event the Deposit shall be promptly refunded to Purchaser, or (B) to consummate the Transfer subject to any such Additional Title Encumbrances as may exist as of the Closing Date, in which event Purchaser shall not be entitled to any credit, nor shall Seller bear any liability, with respect to any such Additional Title Encumbrances. Purchaser's failure to timely give such Notice of election to Seller shall be deemed an election by Purchaser to consummate the Transfer in accordance with clause (B) above. 4.3 Purchaser shall purchase any fee title insurance policy obtained by Purchaser in connection with workers’ compensation, unemployment the acquisition of the Property from the Title Company or any other title insurance and other social security legislation and deposits securing liability company licensed to do business in the State of New York. If Purchaser is unwilling to accept such title insurance carriers from the Title Company (subject to Seller's obligations under insurance or self insurance arrangements; (iv) deposits to secure the performance of bids, trade contracts (other than for borrowed moneySection 4.4 hereof), leasesPurchaser shall be required to close the Transfer subject to such Title Objection(s), statutory obligationsand upon failure to so close, surety Purchaser shall be deemed to be in material default under this Agreement and appeal bondsthe provisions of Section 7.5 hereof shall apply. Notwithstanding any provision of this Article 4 to the contrary, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) easementsevent that the Title Company, rights of wayor any other title insurance company chosen by Purchaser, restrictions and other similar encumbrances incurred is unwilling or unable to issue to Purchaser a fee title insurance policy in connection with the ordinary course of business which do not materially detract from the value acquisition of the property subject thereto Property which reflects the state of title required to be delivered to Purchaser by Seller under this Article 4, then, in such event, and if such fee title insurance reflecting such state of title is available from Title Associates Inc., a Division of ▇▇▇▇▇▇▇ Title Insurance Company, Purchaser shall be required to purchase any title insurance required by Purchaser from Title Associates Inc., at Purchaser's sole cost and expense, and such title company shall be deemed to be the "Title Company" in all respects under this Article 4, except with respect to the provisions of this sentence, and the title report prepared by such title company shall be deemed to be the "Title Report" in all respects under this Article 4. 4.4 Seller shall cause the Title Company to omit all Required Omissions from Purchaser's lender's title policy and, with respect to Purchaser's owner's title policy only, to omit or materially interfere with the ordinary conduct insure against enforcement of all Required Omissions out of the business of the Transferred Business; (vi) Liens created under or pursuant to the Business Agreements; (vii) Liens on the Transferred Business or the Assets created or authorized by the Buyer or its Affiliates; and (viii) Liens resulting from not receiving the consents or approvals referenced on Schedule 2.22 prior to the Closing.Property. "REQUIRED

Title Matters. Except as otherwise disclosed on Schedule 2.17, Seller has (a) Title to the Land and Buildings shall be good and marketable insurable at ordinary rates on an A.L.T.A. owner's policy (andthe "Title Policy") by the Title Company, and shall be conveyed in such condition to the case Purchaser at Closing subject only to the Permitted Exceptions and those matters waived by the Purchaser pursuant to this Section 7.12 and with (i) the requirements of Section 1 of Schedule B of the Title Commitment fully satisfied, (ii) the standard printed exceptions set forth therein deleted (except for the exceptions for tenants as tenants only set forth on an attached rent roll and any owned Real Propertystate of facts shown on a survey obtained by the Purchaser provided such state of facts does not have a Material Adverse Effect), fee simple(iii) title affirmative coverage for mechanics and materialmen's liens, and (iv) A.L.T.A endorsements Nos. 1 (Owner's Comprehensive) and endorsements for survey, public access and other endorsements customarily obtained for similar properties in Erie County, New York. The matters disclosed by the Title Commitment to all Assets purported which Purchaser has noted its objection are identified as such on the Title Commitment and are referred to be owned by it and as "Unpermitted Title Exceptions." (b) good leasehold title As to all Assets purported to Unpermitted Title Exceptions which can be leased cured by itthe payment of a liquidated sum (e.g. mortgage loans, in each case free and clear of all mechanics' liens, claims judgment and encumbrances tax liens) or by the filing of any nature whatsoever a release, termination or other than Permitted Liens document, the Seller shall be obligated to pay or otherwise discharge and/or file the same at Closing. (collectivelyc) As to Unpermitted Title Exceptions which can not be cured by the payment of a liquidated sum or by a filing as contemplated under paragraph (b), "Liens"). On the Closing Date Seller will transfer to Buyer title shall notify the Purchaser at least ten (10) days prior to the Assets free and clear expiration of all Liens. “Permitted Liens” are the Due Diligence Period whether the Seller (i) Liens for taxes not yet due will cause the same to be discharged at Closing or cause the same to be deleted or insured over by the Title Company in form and payable; substance reasonably acceptable to the Purchaser (whereupon the Seller will be obligated to do so) or (ii) carriers’will not so cause the same to be discharged, warehousemen’sdeleted or insured over. The Seller's failure to respond shall constitute the Seller's election to proceed under clause (ii). (d) If the Seller notifies the Purchaser pursuant to paragraph (c) that the Seller will not cause an Unpermitted Title Exception to be discharged at Closing, mechanics’the Purchaser shall notify the Seller within five (5) days after receipt of the Seller's response of the Purchaser's election, materialmen’sin its sole discretion, repairmen’s or other like Liens arising either (i) to accept title subject to such Unpermitted Title Exception(s) as the Seller shall have declined to cure, in which event the Purchase Price shall be equitably reduced by an amount reasonably estimated by the Purchaser and the Seller as necessary to cure such items (but in an amount not to exceed $200,000 in the ordinary course of business which are not overdue for a period of more than 60 days; (iii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self insurance arrangements; (iv) deposits to secure the performance of bids, trade contracts (other than for borrowed moneyaggregate), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of or (ii) receive a like nature incurred in the ordinary course of business; (v) easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which do not materially detract from the value prompt refund of the property subject thereto or materially interfere with Deposit whereupon this Agreement shall terminate. The Purchaser's failure to respond shall constitute the ordinary conduct of the business of the Transferred Business; Purchaser's election to proceed under clause (vi) Liens created under or pursuant to the Business Agreements; (vii) Liens on the Transferred Business or the Assets created or authorized by the Buyer or its Affiliates; and (viii) Liens resulting from not receiving the consents or approvals referenced on Schedule 2.22 prior to the Closingi).

Title Matters. Except as otherwise disclosed on Schedule 2.171. Each Premises shall be sold and assigned and good, Seller has marketable and insurable title thereto shall be conveyed subject only to the following (hereinafter, the "Permitted Exceptions"): (a) good any state of facts that an accurate survey may show, unless objected to by CSCP pursuant to the terms of this Agreement; (b) all presently existing and marketable future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not yet due and payable and are apportioned as provided in this Agreement; (c) recorded documents securing the Assumable Debt; (d) rights of Tenants pursuant to the Leases, as tenants only; and (e) all exceptions that CSCP shall have agreed in writing to waive as an Unpermitted Exception (as hereinafter defined). 2. As a condition to the Closing, the Title Company shall have committed to insure (a) CSCP as the fee owner of each of the Premises in an amount designated by CSCP (but in no event exceeding, in the case aggregate, the Consideration) by issuance of any owned Real Propertyan ALTA owner's title insurance policy for each of the Premises on the 1970 (last revised 1984) form, fee simple) title subject only to all Assets purported to be owned by it the Permitted Exceptions (each, an "Owner's Policy"), and (b) good leasehold each lender that is the holder of Assumable Debt (each, an "Existing Lender"), whether by the issuance of a separate title insurance policy or by the issuance of an endorsement to all Assets purported such Existing Lender's existing mortgagee title policy insuring the lien created by the Assumable Debt held by such Existing Lender, that as of the date of the recording of the Assumption Documents (as hereinafter defined) applicable to such Assumable Debt which are to be leased recorded, the lien created by itsuch Assumable Debt is a valid first lien on the Premises securing such Assumable Debt, in each case free and clear of all lienssubject only to exceptions, claims liens and encumbrances of any nature whatsoever other than Permitted Liens acceptable to such Existing Lender (collectivelyeach, a "LiensLender's Policy"). 3. On Promptly following (i) with respect to the Closing Date Stabilized Properties, the date this Agreement is executed and delivered by CSCP and Sellers and (ii) with respect to each Development Property, Completion (as hereinafter defined) of such Development Property, each Seller will transfer shall order from the Title Company a commitment for an owner's fee title insurance policy or policies with respect to Buyer the Premises owned by such Seller (each, a "Title Commitment") and cause each of the Title Commitments to be delivered to CSCP and its attorneys. Promptly following (1) with respect to the Stabilized Properties, the date this Agreement is executed and delivered by CSCP and Sellers and (2) with respect to each Development Property, Completion of such Development Property, CSCP shall order a survey of each of the Premises (or an update of existing surveys) meeting the requirements, and certified in accordance with, the survey requirements attached hereto as EXHIBIT J and, with respect to each Development Property, showing the improvements thereon as Completed (each, a "Survey") and cause each of the Surveys to be delivered to Sellers and their attorneys. If any exceptions(s) to title to the Assets free Premises should appear in any Title Commitment or on any Survey other than the Permitted Exceptions (such exception(s) being herein called, collectively, the "Unpermitted Exceptions"), subject to which CSCP is unwilling to accept title, and clear CSCP shall provide Sellers with written notice (the "Title Objection Notice") thereof by the date (the "Objection Date") that shall (I) with respect to the Stabilized Properties, the later to occur of (A) ten (10) Business Days after receipt of all Liensof the Title Commitments (and legible copies of all documents referenced therein) and Surveys by CSCP's attorneys, and (B) the Designated Date, and (II) with respect to each Development Property, ten (10) Business Days after receipt of the Title Commitment (and legible copies of all document referenced therein) and the Survey for such Development Property, the Seller(s) of the applicable Premises shall undertake to eliminate the same subject to the terms and conditions of this Article. “Permitted Liens” are CSCP hereby waives any right CSCP may have to advance, as objections to title or as grounds for CSCP's refusal to close this transaction, any Unpermitted Exception of which CSCP does not notify Sellers by the Objection Date pursuant to the Title Objection Notice unless (i) Liens for taxes not yet due such Unpermitted Exception was first raised by the Title Company subsequent to the date of the Title Objection Notice, and payable; (ii) carriers’CSCP shall notify Sellers of the same within ten (10) Business Days after the Title Company shall notify CSCP of such Unpermitted Exception. Sellers shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including, warehousemen’swithout limitation, mechanics’to bring any action or proceeding, materialmen’sto make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception; provided, repairmen’s however, regardless of whether objected to in a Title Objection Notice, (x) the Seller of each Premises shall satisfy (i) any mortgage or deed of trust encumbering all or any portion of the Premises owned by such Seller other like Liens arising in than the ordinary course Assumable Debt and (ii) all other monetary liens encumbering all or any portion of business the Premises owned by such Seller and (y) the Seller of each Premises shall exercise all reasonable efforts (excluding the institution of any legal proceedings) to cure any Unpermitted Exceptions that shall render title unmarketable or uninsurable or prohibit the use of all or any portion the Premises owned by such Seller for the purposes for which the same is being presently used (or with respect to the Development Premises, for the purposes for which the same are not overdue for contemplated to be used). 4. Provided a period Seller shall otherwise have complied with the terms of more than 60 days; (iii) pledges this Article, if such Seller is unable, or deposits in connection with workers’ compensationelects not, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self insurance arrangements; (iv) deposits to secure the performance of bids, trade contracts eliminate all Unpermitted Exceptions (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business those Unpermitted Exceptions which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Transferred Business; (vi) Liens created under or such Seller shall be obligated to remove pursuant to the Business Agreements; terms of this Agreement) in accordance with the provisions of this Article, such Seller shall notify CSCP in writing that it is unable, or elects not, to remove the same, in which event CSCP shall have the right, by delivery of written notice to Sellers, either to (viii) Liens on remove the Transferred Business or concerned Premises from the Assets created or authorized by Premises being conveyed pursuant to this Agreement and receive a corresponding reduction in the Buyer or its Affiliates; and Consideration (viiiunless CSCP shall elect that more than five (5) Liens resulting from not receiving Stabilized Premises in the consents or approvals referenced on Schedule 2.22 prior aggregate be removed, regardless of the reason for removal, pursuant to the Closingterms of this Agreement, including, without limitation, pursuant to Article XII hereof, in which case, CSCP shall have the right to terminate this Agreement by written notice delivered to Sellers (in which event the Title Company shall return the Required Deposit to CSCP and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement)), or (ii) accept title to the Premises subject to such Unpermitted Exception(s) without an abatement in or credit against the Consideration.

Title Matters. Except as otherwise disclosed on Schedule 2.171. In the case of each Premises to be sold, Seller has (a) good such Premises shall be sold and assigned, and good, marketable (andand insurable title thereto shall be conveyed, and in the case of any each Premises owned Real Propertyby an RVG Entity, fee simple) such RVG Entity shall hold good, marketable and insurable title to such Premises, subject in each case only to the following (hereinafter, the "Permitted Exceptions"): (a) any state of facts that an accurate survey may show, unless objected to by CSCP pursuant to the terms of this Agreement; (b) all Assets purported presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not yet due and payable and are apportioned as provided in this Agreement; (c) recorded documents securing the Assumable Debt; (d) rights of Tenants as tenants only under their leases; and (e) all exceptions that CSCP shall have agreed in writing to be owned waive as an Unpermitted Exception (as hereinafter defined). 2. As a condition to the Closing, the Title Company shall have irrevocably committed to insure (a) CSCP or the RVG Entity that owns the applicable Premises as of the date hereof as the fee owner of each of the Premises in an amount designated by it CSCP (but in no event exceeding, in the aggregate, the Consideration) by issuance of an ALTA owner's title insurance policy for each of the Premises on the 1970 (last revised 1984) form, subject only to the Permitted Exceptions (each, an "Owner's Policy"), and (b) good leasehold title to all Assets purported to be leased if required by ita lender that is the holder of Assumable Debt (each, in each case free and clear of all liens, claims and encumbrances of any nature whatsoever other than Permitted Liens (an "Existing Lender"; collectively, "LiensExisting Lenders"), such Existing Lender, whether by the issuance of a separate title insurance policy or by the issuance of an endorsement to such Existing Lender's existing mortgagee title policy insuring the lien created by the Assumable Debt held by such Existing Lender, that as of the date of the recording of the Assumption Documents (as hereinafter defined) applicable to such Assumable Debt which are to be recorded, the lien created by such Assumable Debt is a valid first lien on the Premises securing such Assumable Debt, subject only to exceptions, liens and encumbrances acceptable to such Existing Lender (each, a "Lender's Policy"). 3. On Promptly following the Closing Date Seller will transfer date this Agreement is executed and delivered by CSCP and Sellers, CSCP shall order (x) from the Title Company a commitment for an owner's fee title insurance policy or policies with respect to Buyer each of the Premises (each, a "Title Commitment") and (y) a survey of each of the Premises (or an update of existing surveys). If any exceptions(s) to title to the Assets free Premises should appear in any Title Commitment or on any Survey other than the Permitted Exceptions (such exception(s) being herein called, collectively, the "Unpermitted Exceptions"), subject to which CSCP is unwilling to accept title, and clear CSCP shall provide Sellers with written notice (the "Title Objection Notice") thereof by the date (the "Objection Date") that is the later to occur of (A) ten (10) Business Days after receipt of all Liensof the Title Commitments (and legible copies of all documents referenced therein) and Surveys by CSCP's attorneys, and (B) the Designated Date, Sellers shall undertake to eliminate the same subject to the terms and conditions of this Article. “Permitted Liens” are CSCP hereby waives any right CSCP may have to advance, as objections to title or as grounds for CSCP's refusal to close this transaction, any Unpermitted Exception of which CSCP does not notify Sellers by the Objection Date pursuant to the Title Objection Notice unless (i) Liens for taxes not yet due such Unpermitted Exception was first raised by the Title Company subsequent to the date of the Title Objection Notice, and payable; (ii) carriers’CSCP shall notify Sellers of the same within ten (10) Business Days after the Title Company shall notify CSCP of such Unpermitted Exception. Sellers shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including, warehousemen’swithout limitation, mechanics’to bring any action or proceeding, materialmen’sto make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception; provided, repairmen’s however, regardless of whether objected to in a Title Objection Notice, (x) Sellers shall satisfy (i) any mortgage or deed of trust encumbering all or any portion of the Premises other like Liens arising than the Assumable Debt and (ii) all other monetary liens encumbering all or any portion of the Premises and (y) Sellers shall exercise diligent efforts (excluding the institution of any legal proceedings) to cure any Unpermitted Exceptions that shall render title unmarketable or uninsurable or prohibit the use of all or any portion the Premises for the purposes for which the same is being presently used (or with respect to the Development Premises, for the purposes for which the same are contemplated to be used). 4. Provided Sellers shall otherwise have complied with the terms of this Article, if Sellers are unable, or elect not, to eliminate all Unpermitted Exceptions (other than those Unpermitted Exceptions which Sellers shall be obligated to remove pursuant to the terms of this Agreement) in accordance with the provisions of this Article, Sellers shall notify CSCP in writing that they are unable, or elect not, to remove the same, in which event CSCP shall have the right, by delivery of written notice to Sellers, to either (i) provided such Unpermitted Exceptions are material to CSCP (as determined by CSCP in good faith), with respect to the Premises located in Mechanicsburg, Pennsylvania only, remove such Premises from the Premises being conveyed pursuant to this Agreement and receive a corresponding reduction in the ordinary course Consideration, (ii) terminate this Agreement by written notice delivered to Sellers (in which event the Title Company shall return the Required Deposit to CSCP and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of business which are not overdue for a period of more than 60 days; this Agreement), or (iii) pledges accept title to the Premises subject to such Unpermitted Exception(s) without an abatement in or deposits credit against the Consideration. 5. If a Title Commitment discloses judgments, bankruptcies or other returns against other persons having names the same as, or similar to, that of any Seller, the applicable Seller shall deliver to the Title Company affidavits showing that such judgments, bankruptcies or other returns are not against such Seller in connection order to induce the Title Company to omit exceptions with workers’ compensationrespect to such judgments, unemployment insurance bankruptcies or other returns or to insure over same. In addition, Sellers shall deliver to the Title Company any affidavits, declarations and indemnifications required to cause the Title Company to issue a non-imputation endorsement to each Owner's Policy and/or respecting the existence of mechanic's or materialmen's liens and other social security legislation and deposits securing liability third party rights relating to insurance carriers under insurance or self insurance arrangements; (iv) deposits to secure the performance matters of bidstitle, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Transferred Business; (vi) Liens created under or pursuant to the Business Agreements; (vii) Liens on the Transferred Business or the Assets created or authorized as reasonably required by the Buyer or its Affiliates; Title Company. The affidavits, declarations and (viii) Liens resulting from not receiving indemnifications referred to in this Section 5 are collectively referred to herein as the consents or approvals referenced on Schedule 2.22 prior to the Closing"Title Affidavits".

Title Matters. Except as otherwise disclosed on Schedule 2.17, Seller has (a) good The applicable title insurance company shall be prepared to issue the following title insurance policies upon delivery of deeds, discharges of mortgages and marketable (andother liens identified in the applicable Preliminary Title Report and other customary closing documentation. With respect to each of the Owned Premises, an ALTA Owner's Policy of Title Insurance Form B-1987 issued by the applicable title insurance company, in such amount as the case Buyer reasonably may determine to be the fair market value of any owned Real Propertysuch Owned Premises (including all improvements located thereon), fee simple) insuring title to all Assets purported such real property to be owned by it in the Buyer as of the Closing subject only to the title exceptions described in the Preliminary Title Reports described in Section 3.11(a) (the "Permitted Exceptions"). Each title insurance commitment and policy shall (A) insure title to the real property and all recorded easements benefiting such real property, (B) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies, (C) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (D) contain an endorsement insuring that the real property described in the title insurance policy is the same real estate as shown on the Survey (as defined in Section 6.7) delivered with respect to such property, (E) contain an endorsement insuring that each street adjacent to the real property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the real property or across insured easement, and (F) if the real property consists of more than one record parcel, contain a "contiguity" endorsement insuring that all of the record parcels are contiguous to one another. (b) good leasehold title Seller shall be prepared to all Assets purported to be leased by itdeliver the following documents, in each case free certificates and clear of all liens, claims and encumbrances of any nature whatsoever other than Permitted Liens (collectively, "Liens"). On the Closing Date Seller will transfer to Buyer title to the Assets free and clear of all Liens. “Permitted Liens” are affidavits: (i) Liens for taxes not yet due and payable; certificate of non-foreign ownership (ii) carriers’, warehousemen’s, affidavit as to parties-in-possession and mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days; ' liens; (iii) pledges or deposits in connection with workers’ compensation, unemployment documentation required by the applicable title insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self insurance arrangementscompany concerning partnership authorization for the conveyance; and (iv) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred certificates described in the ordinary course of business; (v) easements, rights of way, restrictions and other similar encumbrances incurred Preliminary Title Reports in order to issue the ordinary course of business which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Transferred Business; (vi) Liens created under or pursuant to the Business Agreements; (vii) Liens on the Transferred Business or the Assets created or authorized by the Buyer or its Affiliates; and (viii) Liens resulting from not receiving the consents or approvals referenced on Schedule 2.22 prior to the Closingtitle insurance policies described in Section 6.6(a).