PROPERTY:
(I)
EACH OF THE TITLE EXCEPTIONS AND
EXCLUSIONS SET FORTH IN THE COMMITMENT FOR THAT PROPERTY AND ANY TITLE
EXCEPTIONS INCURRED BY SELLER OR THE APPLICABLE PROPERTY OWNER AFTER THE DATE OF
THE RELEVANT COMMITMENT AND NOT PROHIBITED BY THE TERMS OF THIS AGREEMENT, BUT
EXCLUDING THOSE EXCEPTIONS AND EXCLUSIONS MARKED "OMIT" OR OTHERWISE MANUALLY
STRICKEN AND SUBJECT TO ANY RESERVATIONS OR REVISIONS MARKED ON EACH OF THE
COMMITMENTS (COLLECTIVELY, THE "INITIAL TITLE OBJECTIONS");
(II)
THE STATE OF FACTS SET FORTH IN THE LAND
SURVEY OF SUCH PROPERTY DESCRIBED ON SCHEDULE 3.1(B)(II) (THE "DELIVERED
SURVEYS"), AND THE STATE OF FACTS SET FORTH IN THE UPDATED SURVEY FOR SUCH
PROPERTY, IF ANY, AND NOT OBJECTED TO BY PURCHASER AS PERMITTED IN SECTION 3.2;
(III)
IN THE CASE OF TUTTLE CROSSING, HILLTOP,
LAKEFOREST AND MARLEY STATION, THE ASSUMED MORTGAGE DEBT ENCUMBERING SUCH
PROPERTY, AND ALL DOCUMENTS AND ENCUMBRANCES RELATED THERETO;
(IV)
IN THE EVENT THAT THE SATISFIED MORTGAGE DEBT
IS NOT PAID OFF AT CLOSING PURSUANT TO SECTION 4.7, THE SATISFIED MORTGAGE DEBT
ENCUMBERING THE APPLICABLE PROPERTIES, AND ALL DOCUMENTS AND ENCUMBRANCES
RELATED THERETO;
(V)
ALL LAWS, REGULATIONS AND ORDINANCES
INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL, BUILDING AND ZONING
RESTRICTIONS AFFECTING THE PROPERTY OR THE OWNERSHIP, USE OR OPERATION THEREOF
ADOPTED BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER ANY PROPERTY OR
THE OWNERSHIP, USE OR OPERATION THEREOF, AND ALL AMENDMENTS OR ADDITIONS THERETO
NOW IN EFFECT OR WHICH MAY BE IN FORCE AND EFFECT ON THE CLOSING DATE WITH
RESPECT TO SUCH PROPERTY;
(VI)
ALL UNPAID PERSONAL PROPERTY, REAL ESTATE AND
EXCISE TAXES, AND ALL WATER, SEWER, UTILITY, TRASH AND OTHER SIMILAR CHARGES, IN
EACH CASE THAT ARE NOT YET DUE AND PAYABLE AS OF THE CLOSING DATE BUT MAY BECOME
OR GIVE RISE TO A LIEN ON ALL OR ANY PORTION OF SUCH PROPERTY (IT BEING
UNDERSTOOD THAT SUCH ITEMS MAY BE SUBJECT TO APPORTIONMENT AT THE CLOSING AS
PROVIDED HEREIN);
(VII)
THE RIGHTS OF TENANTS AND OTHER PARTIES IN
POSSESSION NOW IN EFFECT OR WHICH MAY BE IN EFFECT ON THE CLOSING DATE WITH
RESPECT TO SUCH PROPERTY INCLUDING, WITHOUT LIMITATION, OPTIONS OR RIGHTS OF
REFUSAL TO PURCHASE THE PROPERTY, TENANCIES (INCLUDING EACH OF THE TEMPORARY
TENANCIES, SUBJECT TO THE TERMS OF SECTION 4.1 HEREOF) AND OTHER RIGHTS PURSUANT
TO ANY AGREEMENT, WRITTEN OR ORAL, BUT ONLY TO THE EXTENT SUCH OTHER RIGHTS ARE
CONTAINED OR DESCRIBED IN THE SELLER DUE DILIGENCE MATERIALS;
(VIII)
ANY OTHER EASEMENTS, RIGHTS OF WAY, RESTRICTIONS,
EXCEPTIONS, RESERVATIONS, CONDITIONS, LIMITATIONS, COVENANTS, ADVERSE RIGHTS OR
INTERESTS, LICENSES, MINOR
8
irregularities in title and other similar encumbrances that do not in the
aggregate materially impair the use of such Property in the operation of the
business the applicable Property Owner conducted thereon or as permitted by
applicable laws;
(IX)
EACH AND EVERY ENCUMBRANCE OF THE TYPE
REFERRED TO IN SECTION 3.2 BELOW IDENTIFIED TO PURCHASER PRIOR TO THE CLOSING
WITH RESPECT TO THE PROPERTY AS CONTEMPLATED THEREIN AND NOT OBJECTED TO BY
PURCHASER IN WRITING WITHIN