PAYABLE, IT BEING AGREED THAT ALL SUCH
AMOUNTS DUE AND PAYABLE AS OF CLOSING SHALL BE PAID IN FULL BY SELLER, SUBJECT
TO PRORATION FOR THE MONTH AND YEAR OF CLOSING, AS SET FORTH IN THIS AGREEMENT;
(D)
INTENTIONALLY DELETED;
(E)
ALL LIENS, ENCUMBRANCES AND OTHER DEFECTS OR EXCEPTIONS TO TITLE INSURANCE
COVERAGE CAUSED BY (I) BUYER; (II) ANY OF BUYER'S REPRESENTATIVES; OR (III) ANY
OF THE SELLERS OR ANY OF THEIR RESPECTIVE REPRESENTATIVES AT BUYER'S OR ANY
BUYER'S REPRESENTATIVE'S WRITTEN REQUEST;
(F)
MATTERS SHOWN ON THOSE CERTAIN ALTA/ACSM LAND TITLE SURVEYS LISTED ON
SCHEDULE 3.1(F) (AS SAME MAY HAVE BEEN UPDATED, AMENDED OR MODIFIED PRIOR TO THE
EFFECTIVE DATE, THE "SURVEYS"), PROVIDED THAT THIS ITEM (F) SHALL NOT BE LISTED
AS A PERMITTED EXCEPTION IN THE SPECIAL WARRANTY DEED;
(G)
ALL LIENS, ENCUMBRANCES AND GOVERNMENTAL OBLIGATIONS THAT EITHER AFFECT
SOLELY THE PROPERTY OF A TENANT UNDER A LEASE OR ARE THE OBLIGATION OF A TENANT
TO DISCHARGE, CURE OR COMPLY WITH PURSUANT TO THE TERMS OF ITS LEASE, PROVIDED
THAT THIS ITEM (G) SHALL NOT BE LISTED AS A PERMITTED EXCEPTION IN THE SPECIAL
WARRANTY DEED;
(H)
INTENTIONALLY OMITTED;
(I)
ALL TITLE OBJECTIONS (AS DEFINED BELOW) APPROVED OR DEEMED APPROVED BY
BUYER PURSUANT TO SECTION 3.3 BELOW; AND
(J)
AS TO THE PROPERTIES IN THE MARK CENTER PORTFOLIO, ANY CURRENT AND FUTURE
BURDENS AND REQUIREMENTS, FINANCIAL OR OTHERWISE, ARISING FROM OR IN RELATION TO
ANY TRANSPORTATION MANAGEMENT PLAN APPLICABLE WITH RESPECT TO THE PROPERTY, AS
SUCH TRANSPORTATION MANAGEMENT PLAN MAY BE FROM TIME TO TIME AMENDED (THE
"TMP"), PROVIDED THAT THIS ITEM (J) SHALL NOT BE LISTED AS A PERMITTED EXCEPTION
IN THE SPECIAL WARRANTY DEED, EXCEPT TO THE EXTENT APPEARING ON THE PRELIMINARY
TITLE REPORTS.
8
SECTION 3.2.
TITLE REPORTS. BUYER ACKNOWLEDGES THAT IT HAS RECEIVED COPIES OF,
AND, SUBJECT TO SECTION 7.2, APPROVES ALL DOCUMENTS RELATING TO PERMITTED
ENCUMBRANCES REFERRED TO IN THE PRELIMINARY TITLE REPORTS AND ALL OTHER
DOCUMENTS EVIDENCING OR RELATING TO MATTERS REFLECTED IN THE PRELIMINARY TITLE
REPORTS. BUYER WILL PURCHASE FROM THE TITLE COMPANY AN OWNER'S TITLE INSURANCE
POLICY FOR EACH INDIVIDUAL PROPERTY INSURING BUYER IN THE AMOUNT OF THE PURCHASE
PRICE ALLOCABLE TO SUCH PROPERTY ("TITLE POLICIES"). IN ADDITION, BUYER MAY
ELECT TO PURCHASE CUSTOMARY ENDORSEMENTS TO THE TITLE POLICIES, PROVIDED,
HOWEVER, THE AVAILABILITY OF ANY ENDORSEMENTS SHALL NOT BE A CONDITION TO THE
CLOSING OR A BASIS FOR A DELAY OR EXTENSION OF THE CLOSING. BUYER ACKNOWLEDGES
AND AGREES THAT, EXCEPT FOR THE WARRANTY IN THE SPECIAL WARRANTY DEEDS AND OTHER
SELLER'S DOCUMENTS DELIVERED TO BUYER AT CLOSING, AND ANY EXPRESS WARRANTY IN
THIS AGREEMENT, SELLERS MAKE NO REPRESENTATION OR WARRANTY REGARDING THE
CONDITION OF TITLE TO THE PROPERTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
SET FORTH HEREIN, ATTACHED HERETO AS EXHIBIT GG IS A LIST OF TITLE QUESTIONS
RAISED BY BUYER (THE "TITLE QUESTIONS"). BUYER AND SELLERS ACKNOWLEDGE AND AGREE
THAT SUCH TITLE QUESTIONS ARE NEITHER DEEMED TO BE, NOR PRECLUDED FROM
QUALIFYING AS, TITLE OBJECTIONS PURSUANT TO SECTION 3.3