Common use of Conveyance of Title Clause in Contracts

Conveyance of Title. (a) On or before the Close of Escrow, FCD shall deliver to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD Seller shall deliver convey and transfer to Buyer such fee simple marketable title to the Premises as will enable Escrow Holder Agent (the Grant “Title Company”) to issue to Buyer, an ALTA Owner’s Policy of Easement, in substantially Title Insurance (the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before Title Policy”) covering the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyPremises, in the Official Records full amount of the County Purchase Price (subject only to the Permitted Exceptions (as defined below)). Notwithstanding anything contained herein to the contrary, the Premises shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of San Bernardinotenants, California.as tenants only, under the Leases and any new Leases entered into between the date hereof and Closing in accordance with the terms of this Contract; (b) As 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; (c) 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; (d) such state of facts as may be shown on a condition precedent to CITY's obligation to proceed with current survey; (e) the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITYstandard preprinted form exceptions set forth in an ALTA Owner’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy"; and (f) those matters which Seller is not obligated to remove as provided below. Buyer shall have until six (6) days prior to the Due Diligence Expiration Date set forth in Article 3 to notify Seller, in writing, of such objections to title as Buyer may have. Any title matter to which Buyer does not so object by such time shall be deemed a Permitted Exception. In the event Buyer shall so notify Seller of any objection(s) to title, Seller shall have the right, but not the obligation, to cure such objection(s), provided that any defects, objections or exceptions which comprise mortgages or liens voluntarily created by Seller which can be satisfied by payment of a liquidated amount shall be paid discharged or complied with liability at or before the Closing by Seller and such shall not in any event be an amount exception in Buyer’s Title Policy. In the event there are any objections which Seller is not obligated to cure, then within two (2) days after receipt of Buyer’s notice of objection(s), Seller shall notify Buyer in writing whether Seller elects to attempt to cure such objection(s). Failure of Seller to give such notice shall be deemed an election by Seller not to cure such objection(s). If Seller elects to attempt to cure any such matter, Seller shall use reasonable efforts to cure such objections. If Seller elects not to cure any objection(s) specified in Buyer’s notice which Seller is not required hereby to cure, or if Seller is unable to effect a cure prior to the Closing, Buyer shall have the following options to be given by written notice within two (2) days of Seller’s notice or deemed election: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Buyer which Seller is unwilling or unable to cure (which such matter(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, as may or (ii) to terminate this Contract by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Contract shall terminate and the Deposit shall be requested by CITYreturned to Buyer, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase thereafter neither party hereto shall have any further rights, leases obligations or other possessory interests (liabilities hereunder except those leases or other possessory interests existing for the Surviving Obligation, as hereinafter defined. Buyer may prior to Closing, notify Seller in writing of any objection to title (excluding objections to title which have been waived by Buyer as hereinabove provided or that are or are deemed to be Permitted Exceptions) arising after the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common date hereof. With respect to any general area objections to title set forth in such notice, Seller shall have the same options to cure and Buyer shall have the same option to accept title subject to such maters or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officersto terminate this Contract, employees or agentsas set forth above. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD Seller shall deliver convey and transfer to Buyer such fee simple marketable title to the Premises as will enable Escrow Holder Agent (the Grant “Title Company”) to issue to Buyer, an ALTA Owner’s Policy of Easement, in substantially Title Insurance (the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before Title Policy”) covering the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyPremises, in the Official Records full amount of the County Purchase Price (subject only to the Permitted Exceptions (as defined below)). Notwithstanding anything contained herein to the contrary, the Premises shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of San Bernardinotenants, California.as tenants only, under the Leases and any new Leases entered into between the date hereof and Closing in accordance with the terms of this Contract; (b) As 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; (c) 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; (d) such state of facts as may be shown on a condition precedent to CITY's obligation to proceed with current survey; (e) the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITYstandard preprinted form exceptions set forth in an ALTA Owner’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy"; and (f) those matters which Seller is not obligated to remove as provided below. Buyer shall have until six (6) days prior to the Due Diligence Expiration Date set forth in Article 6 to notify Seller, in writing, of such objections to title as Buyer may have. Any title matter to which Buyer does not so object by such time shall be deemed a Permitted Exception. In the event Buyer shall so notify Seller of any objection(s) to title, Seller shall have the right, but not the obligation, to cure such objection(s), provided that any defects, objections or exceptions which comprise mortgages or liens voluntarily created by Seller which can be satisfied by payment of a liquidated amount shall be paid discharged or complied with liability at or before the Closing by Seller and such shall not in any event be an amount exception in Buyer’s Title Policy. In the event there are any objections which Seller is not obligated to cure, then within two (2) days after receipt of Buyer’s notice of objection(s), Seller shall notify Buyer in writing whether Seller elects to attempt to cure such objection(s). Failure of Seller to give such notice shall be deemed an election by Seller not to cure such objection(s). If Seller elects to attempt to cure any such matter, Seller shall use reasonable efforts to cure such objections. If Seller elects not to cure any objection(s) specified in Buyer’s notice which Seller is not required hereby to cure, or if Seller is unable to effect a cure prior to the Closing, Buyer shall have the following options to be given by written notice within two (2) days of Seller’s notice or deemed election: (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Buyer which Seller is unwilling or unable to cure (which such matter(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, as may or (ii) to terminate this Contract by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Contract shall terminate and the Deposit shall be requested by CITYreturned to Buyer, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase thereafter neither party hereto shall have any further rights, leases obligations or other possessory interests (liabilities hereunder except those leases or other possessory interests existing for the Surviving Obligation, as hereinafter defined. Buyer may prior to Closing, notify Seller in writing of any objection to title (excluding objections to title which have been waived by Buyer as hereinabove provided or that are or are deemed to be Permitted Exceptions) arising after the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common date hereof. With respect to any general area objections to title set forth in such notice, Seller shall have the same options to cure and Buyer shall have the same option to accept title subject to such maters or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officersto terminate this Contract, employees or agentsas set forth above. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. At Closing, Seller shall convey and transfer the Property to Purchaser. It shall be a condition to Purchaser’s obligation to close this transaction that title to the Real Property is conveyed and transferred to Purchaser as required under the terms of this Article II. Purchaser may obtain on the Closing Date an extended coverage American Land Title Association (ALTA) Form 2006 Owner’s Policy of Title Insurance (the “Title Policy”) covering the Real Property. Title shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) On the rights of tenants, as tenants only, under the Leases described in the Rent Roll and any new Leases entered into between the Effective Date and Closing and (if required) approved by Purchaser in accordance with the terms of this Agreement, together with the rights of any subtenants, as subtenants only, under such Leases; (b) All presently existing and future liens for unpaid real property taxes and assessments (or before the Close of Escrowinstallments thereof), FCD shall deliver payments required to be made to any business improvement district taxes, water and sewer charges and vault charges, except those required pursuant to Leases to be paid directly to the Escrow Holder entity imposing same, subject to adjustment as herein provided; (c) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws, ordinances and regulations, landmark designations, zoning variances and special exceptions, if any, now or hereafter in effect relating to the Grant of EasementProperty; (d) all matters identified in Schedule 2.4(d), in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On this reference made a part hereof; (e) all covenants, restrictions and rights and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or before other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Close of Escrow CITY shall deliver Property which are either (i) presently existing or (ii) granted to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement public utility in the Official Records ordinary course, provided that the same shall not have a material adverse effect on the use of the County Property for its current use; (f) possible encroachments and/or projections of San Bernardinostoop areas, Californiaroof cornices, if window trims, vent pipes, cellar doors, steps, columns and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a column bases, flue pipes, signs, piers, lintels, window ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyfire 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 Improvements, or any adjoining property, provided that the same shall not have any more than a de minimis adverse effect on the use of the Property for its current use; (g) minor variations between tax lot lines and lines of record title; (h) all violations of law, rules, regulations, ordinances, orders or requirements noted in or issued by any Federal, state, county, municipal or other department or governmental agency having jurisdiction against or affecting the Property whenever noted or issued (collectively, “Violations”) and any conditions which could give rise to any Violations. Seller shall have no obligation to cure or remove any Violations, except that Seller shall be responsible for any penalties or fines imposed on or before Closing in connection with any Violations; (i) standard exclusions (other than those removed or modified by the Title Affidavit) from coverage contained in the Official Records form of title policy or “marked-up” title commitment employed by the County of San Bernardino, California.Title Company; (bj) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunderany financing statements, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Pricechattel mortgages, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal encumbrances or mechanics’ or other purchase rightsliens entered into by, leases or other possessory interests arising from, any financing statements filed on a day more than five (except those leases or other possessory interests existing 5) years prior to the Closing Date)and any financing statements, lis pendens and monetary chattel mortgages, encumbrances or mechanics’ or other liens and/or encumbrances and subject only filed against property no longer contained in the Property, provided that the Title Company shall remove them as exceptions from the title insurance policy to the following matters: delinquent; writingbe issued to Purchaser at Closing or shall affirmatively insure over them; (1k) any other matter which the Title Company may raise as an exception to title, provided that no prohibition of present use or maintenance of the Property will result therefrom, such exception is de minimis or does not have a lien for real property taxesmaterial adverse effect on the operation or value of the Property, bondand the Title Company will (i) omit same from the Title Policy, or assessments not then (2ii) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Periodprovide affirmative insurance covering such exception; (4l) dedication any encumbrance that will be extinguished upon conveyance of all streets abutting the Easement ParcelsProperty to Purchaser, provided that the Title Company shall remove them as exceptions from the Title Policy or shall affirmatively insure over them; (5m) customary utility rights-of-way and easements that do not materially interfere with any Existing Mortgage, to the existing use of extent assigned to Purchaser’s mortgage lender on the Easement ParcelsClosing Date pursuant to Section 2.6; (6n) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptionsadditional items, if any, resulting from documents being recorded appearing of record or delivered through Escrow (c) As a condition precedent shown on the Survey, except to FCD's obligation the extent Seller agrees to proceed cure any such matters pursuant to Section 2.3 or 2.5 hereof; together with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance any additional facts which would be shown on or by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount accurate current survey of the Exchange Price as may be requested by FCDProperty, insuring that fee simple interest in and provided that, solely with respect to such additional facts, the property is vested in same shall not have a material adverse effect on the FCD, free and clear operation of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquentProperty; (2o) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptionsadditional items, if any, resulting from documents being recorded approved by Purchaser pursuant to Section 2.5 hereof or delivered through Escrowarising out of the acts of Purchaser; and (p) any other matter which, pursuant to the terms of this Agreement, is a permitted condition of the transaction contemplated by this Agreement.

Conveyance of Title. (a) On or before the Close of Escrow, FCD shall deliver 6.1 At settlement Seller agrees to convey to Purchaser good and merchantable title to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement Unit (together with its Percentage Interest in the Official Records of the County of San BernardinoCommon Elements) by special warranty deed, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquentgeneral real estate taxes and water and sewer assessments for the current tax year not then due; writing; (1) a lien for real property taxesthe Condominium Act of 1976 Technical and Clarifying Amendment Act of 1992 as the same may be amended, bondthe Declaration, or assessments not then (2) matters Bylaws, Plat and Plans and Rules and Regulations of the Easements’ title not disapproved by CITY in (3) all matters that affect title to Condominium; easements, covenants and conditions of record, including, as applicable, the Easement Parcels that would be revealed by an accurate Inclusionary Development Covenant as defined in the Declaration; ordinances and complete survey regulations of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and competent municipal or other governmental authorities; easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning for sewers, water, gas, fuel line, drainage, electric, telephone and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptionssimilar utilities, if any, resulting from documents being recorded granted or delivered through Escrow (c) As a condition precedent to FCDbe granted; and Purchaser's obligation deed of trust, if any. Purchaser agrees to proceed with effect closing under this Agreement within 10 days after Seller has notified Purchaser that Seller is prepared to tender title and possession of the Close of Escrow Unit to Purchaser, and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may Unit is completed. Seller agrees that said notice will not be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing given prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only time Purchaser has been afforded time to the following matters: (1) obtain a lien for real property taxes, bond, or assessments not then delinquent; (2) matters loan commitment in accordance with Section 3.2. Settlement shall be made by payment of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate Total Purchase Price and complete survey delivery of the Exchange Parcel as deed at the time and place designated by Seller in a written notice to Purchaser that the Unit is ready for conveyance. Purchaser shall be entitled to occupy and have possession of the end Unit from and after the closing. 6.2 In the event that, upon examination, the title should be found defective and the defects are of such character that they may be remedied within a reasonable time by legal action to perfect the Inspection Period; (4) dedication of all streets abutting title, such action must be taken promptly by and at Seller's reasonable expense, whereupon the Exchange Parcel; (5) customary utility rights-of-way and easements that do time herein specified for full Settlement by the Purchaser will thereby be extended for the period necessary for such action, not materially interfere with the existing use of the Exchange Parcel; to exceed six (6) zoning months. If Seller is unable to perfect title as specified herein, then Seller may terminate this Agreement and cause the Deposit to be returned to Purchaser. In such case, Seller is expressly released from all other governmental restrictions; (7) matters common liability for damages arising from such event, and in no event shall Seller be liable for any damages for defects in title. If Seller chooses to any general area or subdivision in which terminate this Agreement and return the Easement Parcels are located; (8) matters affecting the condition Deposit to Purchaser pursuant to this Paragraph, then all rights and liabilities of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsparties under this Agreement shall forthwith terminate. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. Notwithstanding anything contained herein to the contrary, at Closing, Seller shall convey and transfer to Purchaser its interest in the Real Property subject to the following exceptions to title (the “Permitted Exceptions”): (a) On Those matters specifically set forth on Schedule B to Exhibit I. (b) Any state of facts shown on the Survey. (c) The lien of all ad valorem real estate taxes not yet due and payable as of the Closing Date, subject to adjustment as herein provided. (d) All laws, ordinances, rules and regulations of the United States, the State of New York, any city or before other subdivision or any agency, department, commission, bureau or instrumentality of any of the Close foregoing having jurisdiction over the Real Property or the Hotel, as the same may now exist or may be hereafter modified, supplemented or promulgated (collectively, the “Legal Requirements”); excluding in all cases any violation of Escrowwhich Seller has received notice and which is outstanding as of the Closing Date. (e) All covenants, FCD restrictions and utility company rights, easements and franchises relating to electricity, water, steam, gas, telephone, sewer or other service or the right to use and maintain poles, lines, wires, cables, pipes, boxes and other fixtures and facilities in, over, under and upon the Real Property or the Hotel, provided that, in the case of any of the foregoing items which shall deliver not be of record as of the date hereof, the same do not materially adversely affect the present use of the Real Property or the Hotel. (f) Any matters over which the Title Company is willing to insure at no additional cost, subject to the Escrow Holder approval of Purchaser regarding the Grant of Easementbasis on which Title Company is willing to provide such coverage, which approval shall not to be unreasonably withheld unless the sole basis for the Title Company providing such coverage is an indemnity from Seller Group, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder which event Purchaser shall be instructed entitled to record withhold approval in its sole and absolute discretion. (g) Any matters against which the Grant of Easement in Title Company is willing to provide affirmative insurance against collection from the Official Records Real Property or interference with the current use of the County Real Property at no additional cost, subject to the approval of San BernardinoPurchaser regarding the basis on which the Title Company is willing to provide such coverage, California, if and when which approval shall not to be unreasonably withheld unless the Escrow Holder holds the funds sole basis for the FCD as set forth herein. CITY Title Company providing such coverage is an indemnity from Seller Group, in which event Purchaser shall deliver be entitled to withhold approval in its sole and absolute discretion. (h) Any other matter or thing affecting title to the Escrow Holder Real Property disclosed by a Title Update that was not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Section 2.3 hereof. (i) [Intentionally Omitted.] (j) All violations of laws, rules, regulations, statutes, ordinances, orders or requirements of law and/or conditions giving rise to the Grant Deed same first issued after the Effective Date; provided, however, same does not affect or limit in any manner the form attached hereto as Exhibit “D” duly executed representations and acknowledged warranties made by CITY. On or before Seller under this Agreement nor Purchaser’s rights under this Agreement with respect to a breach of such representations and warranties including without limitation Purchaser’s ability to terminate this Agreement and receive a return of the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇▇▇ Money in connection therewith; (k) Occupancy by transient guests of the Hotel and Bookings. (l) The rights of the tenant under the Space Lease and any person claiming by, through or under such tenants to occupy the space as a tenant only, and without any rights of first offer, rights of first refusal, purchase options or any other rights other than as a mere tenant; provided, however, that this exception to title does not affect or limit in any manner the representations and warranties made by Seller elsewhere in this Agreement nor Purchaser’s rights under this Agreement with respect to a breach of such representations and warranties, including Purchaser’s right to terminate this Agreement and receive a return of the ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, Money in the Official Records of the County of San Bernardino, Californiaconnection therewith. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD Seller shall deliver convey and transfer to Purchaser such title to the Escrow Holder Property as will enable the Grant Title Company to issue to Purchaser a standard coverage Owner’s Policy of Easement, in substantially Title Insurance (the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before Title Policy”) covering the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyProperty, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Purchase Price; provided, however, that Purchaser may require the Title Policy to be issued as may be requested by CITY, insuring that easement rights an ALTA/extended coverage Policy of Title Insurance so long as Purchaser provides the Title Company with any required update and/or recertification of the Survey. Notwithstanding anything contained herein to the Easement Parcels are vested in contrary, the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and Property shall be conveyed subject only to the following matters: delinquent; writing, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as tenants only, under the Leases, with no rights to purchase all or any portion of the Property; (1b) a the lien for of all ad valorem real property taxes, bond, or estate taxes and assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate yet due and complete survey of the Easement Parcels payable as of the end date of the Inspection PeriodClosing, subject to adjustment as herein provided; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As liens encumbrances or other items created by Purchaser or its agents; (d) 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 (e) items appearing in the Title Commitment or shown on the Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5 hereof. Notwithstanding the foregoing or anything stated to the contrary in this Agreement (a) Purchaser disapproves all monetary liens affecting the Property (other than liens for non-delinquent real property taxes and/or assessments and any title exception the Title Company may include in the Title Policy for unpaid works of improvement related to the amounts credited to Purchaser pursuant to Sections 4.5 (b) (vii) and (f) hereof), and Seller covenants to cause all such liens to be eliminated at Seller’s sole cost and expense (including all pre-payment penalties and charges) prior to or concurrently with Closing, (b) Permitted Exceptions shall not include, and there shall be no exception for, mechanic’s liens in the Title Policy (other than as to any amounts credited to Purchaser pursuant to Sections 4.5(b)(vii) and (f) hereof. Purchaser shall deliver to Seller a condition precedent to FCD's obligation to proceed with the Close form of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a proforma title company of FCD's choosing insurance policy (the "FCD Title Company"“Proforma Policy”) of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and acceptable to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing Purchaser prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end expiration of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements Period that do does not materially interfere set forth any requirements inconsistent with the existing use terms of this Agreement, and the Exchange Parcel; (6form of Title Policy that shall be delivered to Purchaser as provided in Sections 2.4 and 4.7(d) zoning and other governmental restrictions; (7) matters common shall be the form of title policy provided for in such ProForma Policy delivered to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsSeller. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD Seller shall deliver convey and transfer to Buyer such fee simple marketable title to the Escrow Holder Premises as will enable Fidelity National Title Insurance Company (the Grant “Title Company”) to issue to Buyer an ALTA Owner’s Policy of Easement, in substantially Title Insurance (the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before Title Policy”) covering the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyPremises, in the Official Records full amount of the County Purchase Price (subject only to the Permitted Exceptions). Notwithstanding anything contained herein to the contrary, the Premises shall be conveyed subject to the following matters, which shall be deemed to be “Permitted Exceptions:” (i) the rights of San Bernardinotenants, Californiaas tenants only, under the Leases and any new Leases entered into between the date hereof and Closing in accordance with the terms of this Agreement; (ii) 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; (iii) 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; (iv) all matters, whether or not of record, that arise out of the actions of Buyer or its agents, representatives or contractors; and (v) such state of facts as may be shown on a current survey. (b) As a condition precedent Buyer shall have until three (3) business days prior to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing Due Diligence Expiration Date (the "CITY “Title Company"Objection Date”) to notify Seller, in writing, of an CLTA owner's policy such objections to title or survey (“Title Objections”) as Buyer may have (“Buyer’s Title Notice”). Any title or survey matter to which Buyer does not so object by the Title Objection Date shall be deemed a Permitted Exception. In the event Buyer shall so notify Seller of title insurance (any Title Objections, Seller shall have the "CITY right, but not the obligation, to cure such Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights Objections. Notwithstanding anything contained herein to the Easement Parcels are vested in the CITYcontrary, free Seller shall be unconditionally obligated to remove and clear of options, rights of first refusal satisfy all Voluntary Liens (defined below) on or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date)Date or, lis pendens and monetary liens and/or encumbrances and subject only if not so satisfied by Seller, all Voluntary Liens shall be satisfied at Closing out of the proceeds otherwise payable to Seller. If Seller elects to cure any one or more of the following matters: delinquent; writing; (1) a lien for real property taxesBuyer’s Title Objections, bondSeller shall have until the Closing Date to complete such cure as specified in the applicable Buyer’s Title Notice. In the event that Buyer makes any Title Objections, or assessments not then then within two (2) matters business days after receipt of Buyer’s Title Notice, Seller shall notify Buyer in writing whether Seller elects to cure any or all of the Easements’ title Title Objection(s). Failure of Seller to give such notice shall be deemed an election by Seller not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do cure such Title Objections. If Seller elects not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to cure any general area or subdivision Title Objections specified in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITYBuyer’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bondNotice, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title if Seller is unable to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.effect a cure prior to

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD Seller shall deliver convey and transfer to Purchaser such title to the Escrow Holder Land and Improvements as will enable the Grant Title Company to issue to Purchaser a standard Texas Owner’s Policy of Easement, in substantially Title Insurance covering the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyProperty, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Purchase Price, without change or endorsement, other than such endorsements as Purchaser may be requested by CITY, insuring that easement rights request (at its sole cost and expense) before the Title Exam Deadline and which the Title Company commits to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing issue prior to the Closing Dateexpiration of the Inspection Period (the “Title Policy”), lis pendens provided that Seller shall not be required to incur any liability, execute any documentation or take any action whatsoever in connection with, or to enable or permit the Title Company to issue, any such endorsements or make any such changes to the Title Policy nor to pay any costs, charges or premiums in connection with the issuance of any such endorsements or the making of any such changes (all of which shall be at the sole cost and monetary liens and/or encumbrances and expense of Purchaser). Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject only to the following matters: delinquent; writing, which shall be deemed to be Permitted Exceptions: (a) the rights of tenant, as tenant only, under the Lease; (1b) a the lien for of all ad valorem real property estate taxes, bondstandby fees, or and assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate yet due and complete survey of the Easement Parcels payable as of the end date of the Inspection PeriodClosing, subject to adjustment as herein provided; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow local, state and the transaction contemplated hereunderfederal laws, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and effect relating to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters:Property; and (1d) a lien for real property taxesitems appearing of record or shown on the Survey and, bondin either case, not objected to by Purchaser or assessments not then delinquent; (2) matters of the Easements’ title not disapproved waived or deemed waived by FCD Purchaser in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere accordance with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area Sections 2.3 or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents2.5 hereof. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD Seller shall deliver convey and transfer to Purchaser marketable title to the Escrow Holder Property. Notwithstanding anything contained herein to the Grant of Easementcontrary, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder Property shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and conveyed subject only to the following matters: delinquent; writing, which shall also be deemed to be “Permitted Exceptions”: (a) The rights of Seller (or, if Seller is not, at Closing, the tenant of record, then the rights of such tenant of record), as tenant only, under the Leone Ground Lease and the Regard Ground Lease; (1b) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels The leasehold mortgages as of the end of the Inspection Periodidentified on Exhibit I; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent The lien of any real estate taxes, water charges, sewer rents, vault taxes and assessments, and any interest and penalties thereon not yet due and payable as of the date of Closing, subject to FCD's obligation adjustment as herein provided; (d) 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 proceed the Property; (e) Consents by the Seller or any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut, and which consents have been duly filed with the Close appropriate government agencies; (f) Any lien, encumbrance or lis pendens for which the instrument required to remove said encumbrance of Escrow record is delivered to and approved by First American on or prior to the transaction contemplated hereunderClosing Date together with the required recording or filing fee; (g) The lien of any governmental assessment which is or may become payable in annual installments of which any installment is then a charge or a lien, all requirements for subject to adjustment as herein provided; (h) Judgments, bankruptcies, or other proceedings against other persons having names the issuance same as or similar to that of Seller, provided Seller on request delivers to First American an affidavit acceptable to First American showing that such judgments, bankruptcies or other proceedings are not against Seller; (i) Rights to maintain vaults and chutes under any sidewalks; (j) To the extent set forth on Exhibit I, rights of electric, gas, steam, telephone, cable, water and any other utility companies to lay, maintain, install and repair pipes, lines, poles, conduits, cables, boxes and related equipment upon, under and above the Property, provided same are not violated by the existing improvements; (k) Possible de minimis variations between the description of the Property on the tax maps and in this Agreement; (l) The rights of ingress and egress over the Leone and Regard ground leases as described on Schedule A-3; (m) The lien of any unpaid federal or state income, estate or inheritance taxes or state franchise taxes, provided that First American issues to the Purchaser at the Closing, a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (insuring against the "FCD Title Policy") with liability in an amount collection thereof out of the Exchange Price Property; and (n) Any state of facts disclosed in the Preliminary Title Report. (o) Any and all Violations (as may be requested hereinafter defined) dated on or prior to Closing unless such Violations were caused by FCDSeller or it employees, insuring that fee simple interest agents or contractors acts or omissions and (i) were either not disclosed in and the Preliminary Title Report or known to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing Purchaser prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only Due Diligence Date or could have reasonably been discovered by Purchaser prior to the following matters: Due Diligence Date and/or (1ii) a lien for real property taxesarose after the Due Diligence Date. Violations shall mean notices of violation of any law, bondrule, regulation (including without limitation, the Americans with Disabilities Act) or assessments not then delinquent; municipal ordinances, orders or requirements (2collectively the “Laws”) matters of that have been issued by any federal, state or municipal department having jurisdiction over the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title Property and which pertain to the Exchange Parcel that would be revealed by an accurate Property itself (rather than activities or business operations thereon) and complete survey have not been fully remedied or discharged of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsrecord. (9p) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.The matters set forth on Exhibit I.

Conveyance of Title. (a) On or before the Close of Escrow, FCD shall deliver to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder Buyer has obtained a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds Title Commitment for the FCD Property. A copy of each Title Commitment delivered to Buyer has been delivered to Seller and its counsel. At the Closing, as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITYBuyer's obligation to proceed with the Close of Escrow and the transaction contemplated hereunderclose, all requirements Seller shall have delivered to Buyer a deed for the issuance by Real Property in the form of Exhibit A (each, a title company of CITY’s choosing "Deed"), each subject to no exceptions other than the following (the "CITY Permitted Exceptions"): (i) Interests and rights of Tenants in possession under Existing Leases and New Leases, including, without limitation, those Tenant purchase rights listed on Schedule 2.1.5; (ii) Liens for Real Estate Taxes that are apportioned as provided in Section 8.5 (including special assessments and special improvement district or local improvement district bonds); (iii) Any exceptions, exclusions and other matters set forth in or disclosed by the Title Commitment for the Real Property or other documents made available to Buyer and any other exceptions to title that would be disclosed by an inspection and/or survey of the Real Property, including those disclosed on a Survey; (iv) Any and all present and future laws, ordinances, restrictions, requirements, resolutions, orders, rules and regulations of any Governmental Authority, as now or hereafter existing or enforced (including, without limitation, those related to zoning and land use), and all notes or notices of violation of any such laws, ordinances, rules or regulations set forth in the Due Diligence Materials or in any title reports, commitments or updates delivered to Buyer prior to the Effective Date; (v) Any lien or encumbrance encumbering such Property as to which Seller shall deliver to Buyer, or the Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights at or prior to the Easement Parcels are vested Closing, proper instruments, in recordable form, canceling such lien or encumbrance, together with funds to pay the CITYcost of recording and canceling the same; (vi) Such other exceptions as the Title Company shall commit to insure over in a manner reasonably satisfactory to Buyer, free and clear without any additional cost to Buyer, whether such insurance is made available in consideration of optionspayment, rights bonding or indemnity by Seller or otherwise; (vii) Uniform Commercial Code filings that have expired or terminated by operation of first refusal law on or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1viii) a lien for real property taxesAny exceptions caused by Buyer, bondits agents, representatives or assessments not thenemployees; and (2ix) Any other matters affecting title to such Property that have been approved or waived by Buyer pursuant to the terms hereof. The acceptance by Buyer of the Easements’ title not disapproved by CITY in (3) all matters that affect title Deeds shall be deemed to be a full performance and discharge of every obligation on the part of Seller to be performed under this Agreement with respect to the Easement Parcels Property, other than those that would be revealed by an accurate and complete survey of are specifically stated herein to survive the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agentsClosing. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD Seller shall deliver convey and transfer to Purchaser such title to the Escrow Holder Property as will enable the Grant Title Company to issue to Purchaser, at Purchaser's expense, an ALTA 1992 Owner's Policy of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing Title Insurance (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability covering the Property, in an the full amount of the Purchase Price, as may be requested by CITYprovided, insuring that easement rights however, Purchaser agrees to accept title to the Easement Parcels are vested in Property subject to judgments and unsettled taxes against Seller provided the CITY, Title Company insures Purchaser free of such judgments and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior unsettled taxes. Notwithstanding anything contained herein to the Closing Date)contrary, lis pendens and monetary liens and/or encumbrances and the Property shall be conveyed subject only to the following matters: delinquent; writing, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as tenants only, under the Leases and any new Leases entered into between the Effective Date and Closing and, where required, approved by Purchaser in accordance with the terms of this Agreement; (1b) a the lien for of all ad valorem real property taxes, bond, or estate taxes and assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate yet due and complete survey of the Easement Parcels payable as of the end date of the Inspection PeriodClosing, subject to adjustment as herein provided; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow local, state and the transaction contemplated hereunderfederal laws, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and effect relating to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquentProperty; (2d) matters items appearing of record or shown on the Easements’ title Survey and, in either case, not disapproved objected to by FCD Purchaser or waived or deemed to be waived by Purchaser in writing;accordance with Sections 2.3 or 2.5 hereof; and (3e) any and all matters that affect title assessments becoming liens subsequent to the Exchange Parcel date hereof, and in addition if at the date hereof the Property or any part thereof shall be or shall have been affected by any assessment or assessments which are payable in installments or may be paid in installments without penalty (other than interest), Purchaser shall pay all such installments which shall become due and payable or which may be paid without penalty (other than interest) after the date hereof, except that would any installment relating to the current fiscal year (with any interest thereon) shall be revealed by an accurate and complete survey of apportioned between the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsparties at Closing. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On In the event of any purchase of the Real Property or before the Close any portion thereof by Lessee pursuant to any provision of Escrowthis Lease, FCD or otherwise, Lessor shall deliver convey title by quitclaim deed thereto to Lessee. Lessor shall be obligated to give or assign title to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver Real Property to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement Lessee in the Official Records same condition that existed on the first day of the County Term of San Bernardinothis Lease, California, if subject to the encumbrances set forth in Exhibit B and when the Escrow Holder holds the funds as thereafter created by or for the FCD account of Lessee, as permitted or provided for in this Lease; provided, however, that Lessor acknowledges and agrees that Lessor has no authority or right to encumber the Real Property or Lessor's interest therein by any encumbrances other than (i) those set forth hereinon Exhibit C, (ii) those which Lessee has subsequently requested to be placed or caused to be placed against the Real Property, (iii) those which Lessee has subsequently approved in writing to be placed against the Real Property, or (iv) those for which Lessee is responsible under the terms and provisions of this Lease. CITY Any other conveyance or encumbrance (other than those described in clauses (i) through (iv) inclusive of the preceding sentence) by or for the account of Lessor shall deliver in all respects be subject and subordinate to Lessee's leasehold interest as created under this Lease and to Lessee's right to acquire title to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITYReal Property, free and clear of optionsany such other conveyances or encumbrances, pursuant to Lessee's exercise of its option to purchase the Real Property pursuant to this Article XI; and any such other conveyance or encumbrance, and any rights or liens created thereunder or arising therefrom shall be automatically terminated, released and extinguished by the conveyance of the Real Property to Lessee by Lessor by quitclaim deed as provided for in this Section 11.3, and thereafter all such conveyances, encumbrances, rights or liens shall be void and of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior no further effect. Subject to the Closing Date)foregoing, lis pendens and monetary liens and/or encumbrances and subject only Lessee shall accept such title, subject, however, to the following matters: delinquent; writing; (1i) a lien for real property taxesany liens, bondencumbrances, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officerscharges, employees or agents. (9) such other title exceptions, if anyand restrictions not created or caused by Lessor or Lessor's Agents, resulting from documents being recorded or delivered through Escrow and (cii) As a condition precedent to FCD's obligation to proceed with the Close of Escrow any laws, regulations, and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsordinances. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before At the Close of EscrowClosing, FCD Seller shall deliver convey and transfer the Property to Purchaser. It shall be a condition to Purchaser’s obligation to close this transaction that title to the Escrow Holder Real Property conveyed and transferred to Purchaser shall be such title to the Grant Real Property as will enable the Title Company to issue to Purchaser an extended coverage ALTA 1970 Form B Owner’s Policy of EasementTitle Insurance (or, if such form of title insurance is not available to be issued by the Title Company, the standard form of extended coverage Owner’s Policy of Title Insurance in substantially use in the forms attached hereto as Exhibit Commonwealth of Pennsylvania), together with all endorsements available in the Commonwealth of Pennsylvania (for which Seller shall have no obligation to pay or provide any indemnifications or other similar agreements other than a customary “Cgap” duly executed indemnity) and acknowledged requested in writing by FCD. On or before the Close Purchaser from Title Company (a copy of Escrow CITY which writing shall deliver be provided simultaneously to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder Seller) on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records expiration of the County of San Bernardino, California, if and when Title Objection Deadline (the Escrow Holder holds “Title Policy”) covering the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyReal Property, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, subtenants and licensees as tenants, subtenants and licensees, respectively, only, under the Leases described in Exhibit D hereto and any new Leases entered into between the Effective Date and the Closing and (if required) approved by Purchaser in accordance with the terms of this Agreement; (1b) a the lien for of all ad valorem real property taxes, bond, or estate taxes and assessments not thenyet due and payable as of the Closing Date, subject to adjustment as herein provided; (2c) matters of local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws, ordinances and regulations, now or hereafter in effect relating to the Easements’ title not disapproved by CITY inReal Property; (3d) all matters that affect title to the Easement Parcels that would be revealed by an accurate shown in Items 1 through 8 and complete survey 10 in Schedule B, Section 2, of the Easement Parcels as of the end of the Inspection PeriodTitle Commitment; (4e) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptionsadditional items, if any, resulting from documents being recorded appearing of record or delivered through Escrowshown on the Survey, except with respect to such items objected to by Purchaser pursuant to the provisions of Section 2.3 hereof which Purchaser elects under Section 2.3 not to accept the conveyance of the Property; and (cf) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptionsadditional items, if any, resulting from documents being recorded or delivered through Escrowapproved by Purchaser pursuant to Section 2.6 hereof.

Conveyance of Title. (a) On or before At Closing, Buyer shall obtain from [TO BE INSERTED – TITLE COMPANY SELECTED BY BUYER] (the Close of Escrow, FCD shall deliver “Title Company”) an ALTA 2006 Owner’s Title Insurance Policy (the “Title Policy”) insuring that fee simple title to the Escrow Holder the Grant of Easement, Premises is vested in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyBuyer, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Purchase Price, with all standard and general printed exceptions deleted (subject only to the Permitted Exceptions) so as to afford full “extended form coverage”, together with such endorsements as Buyer shall reasonably request, and otherwise in a form and substance consistent with the Title Commitment (as defined herein). Notwithstanding anything contained herein to the contrary, the Premises shall be conveyed subject to the following matters, which shall be deemed to be “Permitted Exceptions:” (i) the rights of tenants, as tenants only, under the Leases and any new Leases entered into between the date hereof and Closing in accordance with the terms of this Agreement; (ii) 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; (iii) 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; (iv) all matters, whether or not of record, that arise out of the actions of Buyer or its agents, representatives or contractors; (v) such state of facts as may be requested shown on the Survey (as defined herein), the Title Policy and/or the Title Commitment, or which would be disclosed by CITYa physical inspection of the Property; and (vi) those matters which Seller is not obligated to remove as provided below. (b) Notwithstanding the foregoing, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal all Voluntary Liens (defined below) will be satisfied by Seller on or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date). For the purposes of this Agreement, lis pendens a “Voluntary Lien” shall mean (i) any mortgage or deed of trust granted or assumed by Seller and encumbering the Property, (ii) any other monetary lien or monetary encumbrance, including mortgages, judgments and federal, state and municipal tax liens, first appearing on record during Seller’s ownership of the Property created or caused by Seller or that Seller has suffered to exist (such as a tenant’s mechanics’ lien attached to the fee estate of the Property (rightfully or wrongfully) that Seller could have required such tenant to remove but failed to do so) and (iii) all non-monetary liens and/or and encumbrances which Seller has allowed to be placed on the Property without Buyer’s written consent from and subject only to after the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Effective Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.. {W6394298.7} -2-

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser fee simple title to the Property as will enable the Title Company to issue to Purchaser an ALTA Owner's Policy of Title Insurance, Form B-1992 (the "Title Policy") covering the Land and Improvements, in the full: amount of the Purchase Price with "extended coverage", the endorsements described in Exhibit 2.4 hereto and such other endorsements as Purchaser may reasonably require. The Title Company shall also obtain reinsurance agreements with direct access rights in such amounts and with such companies as may be reasonably satisfactory to Purchaser, provided the Title Company shall retain at least $30,000,000 of liability. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) On or before the Close rights of Escrowtenants, FCD shall deliver to as tenants only, under the Escrow Holder Leases and any new Leases entered into between the Grant Effective Date and Closing and approved by Purchaser in accordance with the terms of Easement, in substantially the forms attached hereto this Agreement; payable as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County date of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California.Closing; (b) As a condition precedent to CITY's obligation to proceed with the Close lien of Escrow all ad valorem real estate taxes and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate yet due and complete survey of the Easement Parcels payable as of the end date of the Inspection Periodclosing; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow local, state and the transaction contemplated hereunderfederal laws, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and effect relating to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters:Property, (1d) a lien for real property taxes, bond, or assessments not then delinquentthe items listed on Exhibit 2,4(d) hereto; (2e) matters items appearing in any later date to the Title Commitment or show later revision of the Easements’ title Survey and, in either case, not disapproved objected to by FCD Purchaser or waived or deemed waived by Purchaser in writing;accordance with Section 2.5 hereof; and (3f) all matters that affect title to the Exchange Parcel that would be revealed by an accurate acts of Purchaser and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created parties acting by or with the consent of the FCD or FCD’s officers, employees or agentsthrough Purchaser. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD Seller shall deliver convey and transfer to Purchaser such title to the Escrow Holder Property as will enable the Grant Title Company to issue to Purchaser, at Purchaser's expense, an ALTA 1992 Owner's Policy of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing Title Insurance (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability covering the Property insuring Purchaser as the fee simple owner of the Land, subject to the Permitted Exceptions, in an the full amount of the Purchase Price, as may be requested by CITYprovided, insuring that easement rights however, Purchaser agrees to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect accept title to the Easement Parcels that would be revealed by an accurate Property subject to judgments and complete survey unsettled taxes against Seller provided the Title Company insures Purchaser free of such judgments and unsettled taxes but only up to $1,500,000. The Title Policy shall contain such customary endorsements as the Title Company has unconditionally and irrevocably committed to issue during the Inspection Period and for which Purchaser has provided Seller written evidence of the Easement Parcels as of Title Company's commitment prior to the end of the Inspection Period. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as tenants only, under the Leases and any new Leases entered into between the Effective Date and Closing and, where required, approved by Purchaser in accordance with the terms of this Agreement; (4b) dedication the lien of all streets abutting the Easement Parcels; (5) customary utility rights-of-way ad valorem real estate taxes and easements that do assessments not materially interfere with the existing use yet due and payable as of the Easement Parcelsdate of Closing, subject to adjustment as herein provided; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow local, state and the transaction contemplated hereunderfederal laws, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCDordinances or governmental regulations, insuring that fee simple interest in including but not limited to, building and zoning laws, ordinances and regulations, now or, to the property is vested extent to general application, hereafter in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior effect relating to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquentProperty; (2d) matters items appearing of record or shown on the Easements’ title Survey and, in either case, not disapproved objected to by FCD Purchaser or waived or deemed to be waived by Purchaser in writing;accordance with Sections 2.3 or 2.5 hereof; and (3e) any and all matters that affect title assessments becoming liens subsequent to the Exchange Parcel date hereof not to exceed $100,000, and in addition if at the date hereof the Property or any part thereof shall be or shall have been affected by any assessment or assessments which are payable in installments or may be paid in installments without penalty (other than interest), Seller shall pay all such installments due and payable prior to Closing. Purchaser shall pay all such installments which shall become due and payable or which may be paid without penalty (other than interest) after Closing, except that would any installment relating to the current fiscal year (with any interest thereon) shall be revealed by an accurate and complete survey of apportioned between the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsparties at Closing. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD Seller shall deliver convey and transfer to Purchaser such title to the Escrow Holder Real Property as will enable the Grant Title Company to issue to Purchaser an ALTA Basic Owner’s Policy of Easement, in substantially Title Insurance (the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before Title Policy”) covering the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyReal Property, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Purchase Price. Seller shall cause all mortgages, as may be requested by CITYdeeds of trust, insuring that easement rights to the Easement Parcels are vested security interests in the CITYReal Property, free monetary liens, and clear any other encumbrances securing monetary obligations affecting the Real Property (the “Monetary Liens”) to be released and discharged of options, rights of first refusal record on or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and or in Seller’s sole discretion in the case of any mechanics’ or judgment liens, to be bonded over so that Purchaser shall take title to the Property free of the same. At Closing, the Real Property shall be conveyed subject only to the following matters: delinquent(i) the rights of tenants, as tenants only with no right to purchase all or portions of the Property, under the Leases; writing; (1ii) a the lien for of all real property taxes, bond, or estate taxes and assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate yet due and complete survey of the Easement Parcels payable as of the end date of Closing, subject to adjustment as herein provided; (iii) local, state and federal laws, ordinances or governmental regulations, now or hereafter in effect relating to the Real Property; (iv) Title Matters appearing of record or shown on the Survey; and (v) any Title Objections not cured by Seller and waived by Purchaser (items (i) through (v) are collectively, the “Permitted Exceptions”). Notwithstanding the foregoing or anything else stated to the contrary in this Agreement, if Purchaser delivers to Seller a form of title commitment acceptable to Purchaser prior to the expiration of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements Period that do does not materially interfere set forth any requirements inconsistent with the existing use terms of this Agreement, then, the Easement Parcels; (6Title Policy that shall be delivered to Purchaser as provided in this Section 3.4(e) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which shall be the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy form of title insurance (the "FCD Title Policy") policy provided for in such title commitment delivered to Seller, together with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsendorsements attached thereto. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before At Closing, Seller shall convey and transfer the Close of Escrow, FCD Property to Purchaser. It shall deliver be a condition to Purchaser's obligation to close this transaction that title to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed Real Property conveyed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver transferred to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder Purchaser shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver such title to the Escrow Holder Real Property as will enable the Grant Deed in Title Company to issue to Purchaser an extended coverage American Land Title Association (ALTA) Form 2006 Owner's Policy of Title Insurance (the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before Title Policy”) covering the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyReal Property, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as tenants only, without any right to acquire any portion of the Property, under the Leases described in the Rent Roll and any new Leases entered into between the Effective Date and Closing and (if required) approved by Purchaser in accordance with the terms of this Agreement; (1b) a the lien for of all ad valorem real property taxes, bond, or estate taxes and assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate yet due and complete survey of the Easement Parcels payable as of the end date of the Inspection PeriodClosing, subject to adjustment as herein provided; (4c) dedication of all streets abutting local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws, ordinances and regulations, now or hereafter in effect relating to the Easement ParcelsProperty; (5d) customary utility rightsthe mortgage securing the Loan and all other matters identified in Schedule 2.4(d) (the B-of-way and easements that do not materially interfere with II title exceptions shown in the existing use Title Commitment other than the standard printed exceptions which will be deleted upon Seller's delivery of the Easement Parcelsdocuments identified in Section 4.2 hereof) attached hereto and made a part hereof, except to the extent Seller agrees to cure any such matters pursuant to Section 2.3 or 2.5 hereof; (6e) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptionsadditional items, if any, resulting from documents being recorded appearing of record or delivered through Escrowshown on the Survey, except to the extent Seller agrees to cure any such matters pursuant to Section 2.3 or 2.5 hereof; and (cf) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptionsadditional items, if any, resulting from documents being recorded or delivered through Escrowapproved by Purchaser pursuant to Section 2.6 hereof.

Conveyance of Title. (a) On or before the earlier of (a) the day designated by COUNTY as the date for the Close of EscrowEscrow ("Closing Date"), FCD COUNTY shall deliver to the Escrow Holder the Grant of Easement, Deed in substantially the forms form attached hereto as Exhibit “C” "B" ("Deed") and by this reference incorporated herein duly executed and acknowledged by FCDCOUNTY, which Deed shall be in recordable form, the real property described in this Agreement, vesting the fee title in and to the BUYER, successors or assigns, subject to the liens to be paid by the BUYER and such other encumbrances accepted, made by or suffered by the BUYER. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement Deed in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD COUNTY as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed herein and acknowledged by CITY. On or before the Close can obtain for BUYER, a CLTA Owner's Policy of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. Title Insurance (b"Title Policy") As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance issued by a title company of CITY’s BUYER's choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of equal to the Purchase Price, together with such endorsements as may be reasonably requested by CITYBUYER, insuring that easement rights fee title to the Easement Parcels are Property is vested in the CITYBUYER, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date)interests, lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing;to: (1) a lien for non-delinquent real property taxes, bond, or including taxes and assessments not thenfor the year of closing and subsequent years; (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement ParcelsProperty; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (93) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Periodrecorded; (4) dedication of all streets abutting the Exchange Parcel;zoning ordinances; and (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in of which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsProperty is a part. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD shall Seller agrees to deliver to Buyer a Special Warranty Deed (the Escrow Holder the Grant of Easement“Deed”), in substantially recordable form, conveying the forms attached hereto Land and the Improvements to Buyer or Buyer’s assignee or designee, free and clear of all liens, claims and encumbrances except for the Permitted Exceptions and except for: (i) easements and restrictions of record (excluding Other Defects and New Defects (each as Exhibit “C” duly executed hereinafter defined) that Seller undertakes to cure; (ii) liens for taxes not yet due and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed payable; and (iii) matters that would be disclosed by an authorized officer of CITY accurate ALTA/ACSM Land Title Survey (as hereinafter defined) (excluding Other Defects and New Defects that Seller undertakes to cure). Seller shall deliver same to Escrow Holder on or before obtain, at Seller’s sole cost, a commitment (the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino“Title Commitment”) issued by Land Title Guaranty Company, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇▇▇, respectively▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Title Company”), for an owner’s title insurance policy (the “Title Policy”), ALTA Policy Form B-1992, in the Official Records full amount of the County of San Bernardino, California. (b) As Purchase Price. It shall be a condition precedent Condition Precedent to CITY's Buyer’s obligation to proceed with to Closing that, at Closing, the Close Title Company shall issue the Title Policy to Buyer insuring Buyer as the fee simple owner of Escrow and the transaction contemplated hereunder, all requirements Property for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free which Title Policy shall provide full “extended form” coverage and clear all of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following mattersendorsements: delinquent(i) an ALTA 3.1 zoning endorsement (with parking); writing; (1ii) a lien for real property taxes, bond, or assessments not then survey endorsement; (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1iii) a lien for real property taxestax parcel endorsement; (iv) an owner’s comprehensive endorsement; and (v) an access endorsement (collectively, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents“Endorsements”). (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD Seller shall deliver convey and transfer to Purchaser such fee simple title to the Escrow Holder Property as will enable the Grant Title Company to issue to Purchaser an ALTA Owner's Policy of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing Title Insurance (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability covering the Land and Improvements, in an the full amount of the Purchase Price, as may be requested by CITY, insuring that easement rights Price with "extended coverage". Notwithstanding anything contained herein to the Easement Parcels are vested in contrary, the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and Property shall be conveyed subject only to the following matters, which shall be deemed to be Permitted Exceptions: delinquentthe rights of tenants, as tenants only, under the Leases and any new Leases entered into between the Effective Date and Closing and, where required, approved by Purchaser in accordance with the terms of this Agreement; writing; (1) a the lien for of all ad valorem real property taxes, bond, or estate taxes and assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate yet due and complete survey of the Easement Parcels payable as of the end date of Closing; 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 items appearing of record or shown on the Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5 hereof. Pre-Closing "Gap" Title Defects. Whether or not Purchaser shall have furnished to Seller any notice of title objections pursuant to the foregoing provisions of this Agreement, Purchaser may, at or prior to Closing, notify Seller in writing of any objections to title first raised by the Title Company or the Surveyor between (a) the effective date of the Title Commitment referred to above, and (b) the date on which the transaction contemplated herein is scheduled to close. With respect to any objections to title set forth in such notice, Seller shall have the same option to cure and Purchaser shall have the same option to accept title subject to such matters or to terminate this Agreement as those which apply to any notice of objections made by Purchaser pursuant to Section 2.3. If Seller elects to attempt to cure any such matters, the date for Closing shall be automatically extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed sixty (60) days after the date for Closing set forth in Section 4.1 hereof. INSPECTION PERIOD Right of Inspection. During the period beginning on July 9, 2002 and ending at 5:00 p.m. (local time at the Property) on August 23, 2002 (hereinafter referred to as the "Inspection Period; (4) dedication "), and thereafter until Closing, Purchaser shall have the right to make a physical inspection of all streets abutting the Easement Parcels; Property, to perform tests on the Property and to examine at such place or places at the Property, in the offices of the property manager or elsewhere as the same may be located, any operating files maintained by Seller or its property manager in connection with the leasing, maintenance and/or management of the Property, including, without limitation, the Leases, lease files, Operating Agreements, Mall Agreements, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, engineering reports, environmental audits and similar materials, but excluding materials not directly related to the leasing, maintenance and/or management of the Property such as Seller's internal memoranda, financial projections, budgets, appraisals, accounting and tax records and similar proprietary or confidential information. Within five (5) customary utility rightsdays after the written request of Purchaser, Seller shall provide Purchaser photocopies of all Leases, Operating Agreements, Mall Agreements, environmental assessments, and any "As-ofBuilt" plans and specifications in Seller's possession. Purchaser understands and agrees that any on-way site inspections or testing of the Property shall be conducted upon at least twenty-four (24) hours' prior notice, as provided in Section 10.5 hereof, to Seller and easements at Seller's option in the presence of Seller or its representative. Purchaser shall not contact any tenant or owner of an anchor parcel prior to Closing without prior notice to Seller. Purchaser agrees to repair any damage to the Property and to indemnify Seller against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys' fees actually incurred) damages or injuries arising out of or resulting from the inspection or testing of the Property by Purchaser or its consultants or agents, and notwithstanding anything to the contrary in this Agreement, such obligation to repair and to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. Purchaser shall maintain and shall ensure that do Purchaser's consultants maintain public liability and property damage insurance in the amount of $1,000,000 and in form and substance adequate to insure against all liability of Purchaser and its consultants, respectively, and each of its agents, employees or contractors, arising out of the inspections or testing. All inspections and testing shall occur at reasonable times agreed upon by Seller and Purchaser and shall be conducted so as not materially to interfere unreasonably with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area Property by Seller or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agentsits tenants. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before At Closing, Seller shall convey and transfer the Close of Escrow, FCD Property to Purchaser. It shall deliver be a condition to Purchaser's obligation to close this transaction that title to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed Real Property conveyed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver transferred to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder Purchaser shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver such title to the Escrow Holder Real Property as will enable the Grant Deed in Title Company to issue to Purchaser an extended coverage American Land Title Association (ALTA) Form 2006 Owner's Policy of Title Insurance (the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before Title Policy”) covering the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyReal Property, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as tenants only, without any right to acquire any portion of the Property, under the Leases described in the Rent Roll and any new Leases entered into between the Effective Date and Closing and (if required) approved by Purchaser in accordance with the terms of this Agreement; (1b) a the lien for of all ad valorem real property taxes, bond, or estate taxes and assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate yet due and complete survey of the Easement Parcels payable as of the end date of the Inspection PeriodClosing, subject to adjustment as herein provided; (4c) dedication of all streets abutting local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws, ordinances and regulations, now or hereafter in effect relating to the Easement ParcelsProperty; (5d) customary utility rightsAll matters identified in Schedule 2.4(d) (the B-of-way and easements that do not materially interfere with II title exceptions shown in the existing use Title Commitment other than the standard printed exceptions which will be deleted upon Seller's delivery of the Easement Parcelsdocuments identified in Section 4.2 hereof) attached hereto and made a part hereof, except to the extent Seller agrees to cure any such matters pursuant to Section 2.3 or 2.5 hereof; (6e) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptionsadditional items, if any, resulting from documents being recorded appearing of record or delivered through Escrowshown on the Survey, except to the extent Seller agrees to cure any such matters pursuant to Section 2.3 or 2.5 hereof; and (cf) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptionsadditional items, if any, resulting from documents being recorded or delivered through Escrowapproved by Purchaser pursuant to Section 2.6 hereof.

Conveyance of Title. Attached as Exhibit B hereto is a copy of the Preliminary Title Re- port (a“PTR”) On for the Property issued by the Escrow Holder. Those matters shown on Schedule B thereof, together with any applicable zoning ordinances, other land use laws and regulations together with taxes for the current year not then due and payable, and subsequent assessments for prior years due to change in land usage or before the Close of Escrowownership, FCD shall deliver be deemed “Permitted Exceptions” for all purposes under this Agreement. Purchaser waives its right to examine and object to title matters under this Agreement with respect to any Permitted Exceptions. At Closing, the Escrow Holder shall issue the Grant Buyer’s Title Policy insuring fee title of Easementthe Property to Buyer in the amount of the Purchase Price subject only to the Permitted Excep- tions. The issuance of the Buyer’s Title Policy shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey insurable title to the Property to Buyer. In addition to deliv- ering a Limited or Special Warranty Deed, in substantially the forms attached hereto as Exhibit “C” duly executed recordable form, to Buyer at Closing, Seller shall assign to Buyer, without recourse, representation or warranty, of any kind, Seller's right, title and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, Californiainterest, if any, (i) in any assignable plans, specifications, licenses, permits, entitlements, surveys, maps, agreements and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver contracts relating to the Escrow Holder Property, subject to any rights of consent as provided therein, and (ii) the Grant Deed Tenant Leases, pursuant to an assignment in the form of Exhibit "D" attached hereto as Exhibit “D” duly executed ("General Assignment"). Additionally, Seller shall quitclaim, without recourse, representation, or warranty, of any kind, all of Seller's right, title, and acknowledged by CITY. On or before interest, if any, to the Close of Escrow FCD shall deliver Personal Property pursuant to Escrow Holder a ▇▇▇▇▇ of Sale in the form of Exhibit "E" attached hereto ("▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, CaliforniaSale"). (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. Promptly after the Effective Date, Buyer shall obtain a Title Commitment for each Property (a) On or before the Close of Escrow, FCD shall deliver and Buyer's failure to obtain a Title Commitment prior to the Escrow Holder expiration of the Grant Due Diligence Period for a Property shall constitute a waiver of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed Buyer's rights under Section 3.1(c) and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY this Article V and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder Buyer shall be instructed deemed to record the Grant have accepted and approved all matters affecting title to such Property). A copy of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver each Title Commitment delivered to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder Buyer shall be instructed simultaneously delivered to record Seller and its counsel. At the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇Closing, respectively, in the Official Records of the County of San Bernardino, California. (b) As as a condition precedent to CITYBuyer's obligation to proceed with close, Seller shall have delivered to Buyer (a) a deed for each Fee Property in the Close form of Escrow and the transaction contemplated hereunder, all requirements Exhibit A for the issuance by applicable jurisdiction (each, a title company "Deed"), (b) an assignment and assumption for each Leasehold Estate in the form of CITY’s choosing Exhibit B (each, an "Assignment of Ground Lease") and (c) a deed for each Leasehold Improvement in the form of Exhibit C (each, a "Leasehold Improvements Deed"), each subject to no exceptions other than the following (the "CITY Permitted Exceptions"): (i) Interests and rights of Tenants in possession under Existing Leases and New Leases, including, without limitation, those Tenant purchase rights listed on Schedule 2.1.5; (ii) Liens for Real Estate Taxes that are apportioned as provided in Section 8.5 (including special assessments and special improvement district or local improvement district bonds); (iii) Any exceptions, exclusions and other matters set forth in or disclosed by the Title Commitment for such Real Property or other documents made available to Buyer and any other exceptions to title that would be disclosed by an inspection and/or survey of such Real Property, including those disclosed on a Survey; (iv) Any and all present and future laws, ordinances, restrictions, requirements, resolutions, orders, rules and regulations of any Governmental Authority, as now or hereafter existing or enforced (including, without limitation, those related to zoning and land use), and all notes or notices of violation of any such laws, ordinances, rules or regulations set forth in the Due Diligence Materials or in any title reports, commitments or updates delivered to Buyer prior to the expiration of the Due Diligence Period; (v) Any lien or encumbrance encumbering such Property as to which Seller shall deliver to Buyer, or the Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights at or prior to the Easement Parcels are vested Closing, proper instruments, in recordable form, canceling such lien or encumbrance, together with funds to pay the CITYcost of recording and canceling the same; (vi) Such other exceptions as the Title Company shall commit to insure over in a manner reasonably satisfactory to Buyer, free and clear without any additional cost to Buyer, whether such insurance is made available in consideration of optionspayment, rights bonding or indemnity by Seller or otherwise; (vii) Uniform Commercial Code filings that have expired or terminated by operation of first refusal law on or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1viii) a lien for real property taxesAny exceptions caused by Buyer, bondits agents, representatives or assessments not thenemployees; and (2ix) Any other matters affecting title to such Property that have been approved or waived by Buyer pursuant to the terms hereof. The acceptance by Buyer of the Easements’ title not disapproved by CITY in (3) all matters that affect title Deeds, the Assignments of Ground Leases, and the Leasehold Improvements Deeds shall be deemed to be a full performance and discharge of every obligation on the part of Seller to be performed under this Agreement with respect to the Easement Parcels applicable Property, other than those that would be revealed by an accurate and complete survey of are specifically stated herein to survive the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agentsClosing. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. At Closing, Seller shall convey and transfer, or cause to be conveyed or transferred, to Buyer (a) On or before with respect to each Real Property other than the Close Ground Lease Properties, fee simple title to such Real Property by execution and delivery of Escrow, FCD shall deliver the Deeds (as defined in Section 4.2(a) hereof) and (b) with respect to the Escrow Holder Ground Lease Properties, the Grant of Easementleasehold and sub-subleasehold interests, as applicable, in substantially the forms attached hereto and to such Ground Lease Properties by execution and delivery of an Assignment of Ground Lease (as Exhibit “C” duly executed defined in Section 4.2(b) hereof). Evidence of delivery of such fee title and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY leasehold and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder sub-subleasehold interests shall be instructed to record the Grant issuance by the Title Company of Easement current ALTA Standard Coverage Owner’s Policies of Title Insurance and ALTA Leasehold Policies of Title Insurance (or their equivalent in the Official Records of applicable jurisdictions), as applicable (each a “Title Policy”, and collectively, the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyTitle Policies”) covering each Real Property, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Allocated Purchase PricePrice for such Real Property, showing fee title, leasehold interest or sub-subleasehold interest, as may be requested by CITYapplicable, insuring that easement rights to the Easement Parcels are such Real Property vested exclusively in the CITYBuyer, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; Permitted Exceptions (1) a lien for real property taxesor the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, bond, or assessments not then (2) matters the cost of the Easements’ title not disapproved Title Policies shall be paid by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing Seller. If prior to the Closing DateClosing, Buyer shall deliver to Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions), lis pendens then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies or Leasehold Policies of Title Insurance (or their equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies or Leasehold Policies (or their equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such policies, including any endorsements thereto, and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters cost of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentssuch New Surveys. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. At Closing, the Title Company shall issue to Buyer an American Land Title Association Owner’s Extended Coverage Policy of Title Insurance (aRev. 10/17/92) On or before covering the Close Property, dated as of Escrow, FCD shall deliver to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement Closing in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Purchase Price, as may be together with the endorsements requested by CITYBuyer from the Title Company on or before Closing (collectively the “Title Policy”). Except for the representations and warranties contained in Section 7.1 and the Grant Deed (defined below), insuring that easement rights (a) the issuance of the Title Policy shall be in lieu of any express or implied warranty of Seller concerning title to the Easement Parcels are vested Property. Except for the representations and warranties contained in Section 7.1 and the CITYGrant Deed, free Buyer agrees that its only remedy arising by reason of any defect in title shall be against the Title Company and clear as set forth in and subject to Section 7.3 and (b) Buyer’s acceptance of options, rights the Grant Deed (defined below) from Seller for the Property at the Closing on the Closing Date and the issuance of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior a title insurance policy to Buyer by the Title Company on the Closing Date shall conclusively establish that Seller conveyed the Property to Buyer as required by this Agreement and shall discharge in full Seller’s obligations under this Section 4.2 with respect to title to the Closing Date), lis pendens and monetary liens and/or encumbrances and Property. The Property shall be conveyed subject only to the following matters: delinquent; writing, which shall be deemed to be “Permitted Exceptions”: (a) the Leases and any new Leases entered into between the Effective Date and the Closing Date and approved in writing by Buyer in accordance with the terms of this Agreement; (1b) a the lien for of all ad valorem real property taxes, bond, or assessments estate taxes not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate yet due and complete survey of the Easement Parcels payable as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common Closing Date, subject to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrowadjustment as herein provided; and (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow Items which constitute Permitted Exceptions under Sections 3.1.6(a) and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsSection 4.3. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser its interest in the Real Property subject to the Permitted Exceptions. Notwithstanding anything contained herein to the contrary, the Real Property shall be conveyed subject to the following matters, all of which shall be deemed to be Permitted Exceptions: (a) On or before the Close lien of Escrow, FCD shall deliver to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto all ad valorem real estate taxes and assessments not yet due and payable as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San BernardinoClosing Date, California, if and when the Escrow Holder holds the funds for the FCD subject to adjustment as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California.herein provided; (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow local, state and the transaction contemplated hereunderfederal laws, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights effect relating to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writingReal Property; (1) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As all violations of laws, rules, regulations, statutes, ordinances, orders or requirements that have been cured but not yet removed of record that are insured over by the Title Company in a condition precedent manner reasonably acceptable to FCD's obligation Purchaser, subject to proceed with the Close delivery by Seller of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company evidence reasonably satisfactory to Purchaser of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquentsuch cure; (2d) matters items appearing of record or shown on the Easements’ title Survey and, in either case, not disapproved objected to by FCD Purchaser or waived or deemed waived by Purchaser in writingaccordance with Section 2.3 hereof; (3e) all matters such exceptions as Title Company shall commit to insure over in a manner reasonably satisfactory to Purchaser, without any additional cost to Purchaser, whether such insurance is made available in consideration of payment, bonding or indemnity by Seller or otherwise (provided that affect title any such indemnity or other consideration shall be in a form reasonably satisfactory to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection PeriodPurchaser); (4f) dedication all matters, whether or not of all streets abutting record, to the Exchange Parcelextent caused solely by Purchaser or its agents, representatives or contractors; (5g) customary utility rights-of-way and easements that do not materially interfere with the existing use of Mortgage (defined below), to the Exchange Parcelextent it is assigned to Purchaser’s lender pursuant to Section 2.6 hereof; (6h) zoning the Condominium Declaration, the By-Laws and other governmental restrictions;the Condominium Plan No. 958 filed in the City Register of the City of New York on December 27, 1996 as Map No. 5412 (as since amended); and (7i) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition rights of the Exchange Parcels’ title created by or with tenants under the consent of the FCD or FCD’s officers, employees or agentsLeases. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowAt Closing, FCD Seller shall deliver convey and transfer to Purchaser such title to the Escrow Holder Property as will enable the Grant of Easement, in substantially Title Company to issue to Purchaser a standard coverage owner’s title insurance policy (the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before Title Policy”) covering the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyReal Property, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the “Permitted Exceptions” (as hereinafter defined). Purchaser may obtain extended coverage owner’s title insurance policy and any endorsements that Purchaser may request at its sole cost and expense, provided the same shall not be a condition precedent to Closing hereunder. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters: delinquent; writingmatters (collectively, “Permitted Exceptions”): (a) the rights of tenants under the Leases; (1b) a the lien for of all ad valorem real property taxes, bond, or estate taxes and assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels yet delinquent as of the end date of the Inspection PeriodClosing, subject to adjustment and prorations as herein provided; (4c) dedication the lien of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptionssupplemental taxes, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent assessed pursuant to FCD's obligation to proceed Chapter 3.5, commencing with the Close of Escrow and the transaction contemplated hereunderSection 75, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in California Revenue and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquentTaxation Code; (2d) matters of the Easements’ title not disapproved liens, encumbrances or other items caused or created by FCD in writingPurchaser; (3e) all matters that affect title 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 Exchange Parcel that would Property; and (f) items appearing of record or shown on the Survey (or any matters which could be revealed ascertained by an accurate and complete a proper visual inspection or updated survey of the Exchange Parcel as of the end of the Inspection Period; (4Real Property) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do and, in either case, not materially interfere objected to by Purchaser or waived or deemed waived by Purchaser in accordance with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area Sections 2.3 or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents2.5 hereof. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of Escrow, FCD shall deliver to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder Buyer has obtained a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds Title Commitment for the FCD Property. A copy of each Title Commitment delivered to Buyer has been delivered to Seller and its counsel. At the Closing, as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITYBuyer's obligation to proceed with the Close of Escrow and the transaction contemplated hereunderclose, all requirements Seller shall have delivered to Buyer a deed for the issuance by Property in the form of Exhibit A (each, a title company of CITY’s choosing "Deed"), each subject to no exceptions other than the following (the "CITY Permitted Exceptions"): (i) Interests and rights of Tenant under the Existing Lease, including, without limitation, those Tenant purchase rights listed on Schedule 2.1.5; (ii) Liens for Real Estate Taxes that are apportioned as provided in Section 8.5 (including special assessments and special improvement district or local improvement district bonds); (iii) Any exceptions, exclusions and other matters set forth in or disclosed by the Title Commitment for the Real Property or other documents made available to Buyer and any other exceptions to title that would be disclosed by an inspection and/or survey of the Real Property, including those disclosed on a Survey; (iv) Any and all present and future laws, ordinances, restrictions, requirements, resolutions, orders, rules and regulations of any Governmental Authority, as now or hereafter existing or enforced (including, without limitation, those related to zoning and land use), and all notes or notices of violation of any such laws, ordinances, rules or regulations set forth in the Due Diligence Materials or in any title reports, commitments or updates delivered to Buyer. (v) Any lien or encumbrance encumbering the Property as to which Seller shall deliver to Buyer, or the Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights at or prior to the Easement Parcels are vested Closing, proper instruments, in recordable form, canceling such lien or encumbrance, together with funds to pay the CITYcost of recording and canceling the same; (vi) Such other exceptions as the Title Company shall commit to insure over in a manner reasonably satisfactory to Buyer, free and clear without any additional cost to Buyer, whether such insurance is made available in consideration of optionspayment, rights bonding or indemnity by Seller or otherwise; (vii) Uniform Commercial Code filings that have expired or terminated by operation of first refusal law on or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1viii) a lien for real property taxesAny exceptions caused by Buyer, bondits agents, representatives or assessments not thenemployees; and (2ix) Any other matters of the Easements’ title not disapproved by CITY in (3) all matters that affect affecting title to the Easement Parcels Property that would be revealed have been approved or waived by an accurate and complete survey Buyer pursuant to the terms hereof. The acceptance by Buyer of the Easement Parcels as Deeds shall be deemed to be a full performance and discharge of every obligation on the end part of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere Seller to be performed under this Agreement with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and respect to the property is vested in Property, other than those that are specifically stated herein to survive the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsClosing. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before Buyer has obtained a Title Commitment for each Property. A copy of each Title Commitment delivered to Buyer has been delivered to Seller and its counsel. At the Close of EscrowClosing, FCD shall deliver to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITYBuyer's obligation to proceed with close, Seller shall have delivered to Buyer (a) a deed for each Fee Property in the Close form of Escrow and the transaction contemplated hereunder, all requirements Exhibit A for the issuance by applicable jurisdiction (each, a title company "Deed"), (b) an assignment and assumption for each Leasehold Estate in the form of CITY’s choosing Exhibit B (each, an "Assignment of Ground Lease") and (c) a deed for each Leasehold Improvement in the form of Exhibit C (each, a "Leasehold Improvements Deed"), each subject to no exceptions other than the following (the "CITY Permitted Exceptions"): (i) Interests and rights of Tenants in possession under Existing Leases and New Leases, including, without limitation, those Tenant purchase rights listed on Schedule 2.1.5; (ii) Liens for Real Estate Taxes that are apportioned as provided in Section 8.5 (including special assessments and special improvement district or local improvement district bonds); (iii) Any exceptions, exclusions and other matters set forth in or disclosed by the Title Commitment for such Real Property or other documents made available to Buyer and any other exceptions to title that would be disclosed by an inspection and/or survey of such Real Property, including those disclosed on a Survey; (iv) Any and all present and future laws, ordinances, restrictions, requirements, resolutions, orders, rules and regulations of any Governmental Authority, as now or hereafter existing or enforced (including, without limitation, those related to zoning and land use), and all notes or notices of violation of any such laws, ordinances, rules or regulations set forth in the Due Diligence Materials or in any title reports, commitments or updates delivered to Buyer prior to the Effective Date. (v) Any lien or encumbrance encumbering such Property as to which Seller shall deliver to Buyer, or the Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights at or prior to the Easement Parcels are vested Closing, proper instruments, in recordable form, canceling such lien or encumbrance, together with funds to pay the CITYcost of recording and canceling the same; (vi) Such other exceptions as the Title Company shall commit to insure over in a manner reasonably satisfactory to Buyer, free and clear without any additional cost to Buyer, whether such insurance is made available in consideration of optionspayment, rights bonding or indemnity by Seller or otherwise; (vii) Uniform Commercial Code filings that have expired or terminated by operation of first refusal law on or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1viii) a lien for real property taxesAny exceptions caused by Buyer, bondits agents, representatives or assessments not thenemployees; and (2ix) Any other matters affecting title to such Property that have been approved or waived by Buyer pursuant to the terms hereof. The acceptance by Buyer of the Easements’ title not disapproved by CITY in (3) all matters that affect title Deeds, the Assignments of Ground Leases, and the Leasehold Improvements Deeds shall be deemed to be a full performance and discharge of every obligation on the part of Seller to be performed under this Agreement with respect to the Easement Parcels applicable Property, other than those that would be revealed by an accurate and complete survey of are specifically stated herein to survive the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agentsClosing. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of Escrow, FCD The Seller agrees to and shall deliver convey by Grant Deed to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver City marketable fee simple title to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITYProperty, free and clear of optionsall recorded and unrecorded liens, rights of first refusal or other purchase rightsencumbrances, leases or other possessory interests (assessments, easements, leases, and taxes except those leases or other possessory interests existing prior such matters which are reasonably acceptable to the Closing Date)City, lis pendens and monetary liens and/or encumbrances and subject only to following the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters City’s review of the Easements’ preliminary title not disapproved by CITY in (report as provided in this Section 3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; . Within five (5) customary utility rights-of-way days after the Effective Date, the Seller shall order a preliminary title report on the Property from a title company mutually agreeable to both parties (the “Title Company”) and easements that do not materially interfere cause the Title Company to deliver to the City a standard CLTA preliminary title report (the “Report”), together with the existing use legible copies of the Easement Parcels; documents evidencing the exceptions (6“Exceptions”) zoning and other governmental restrictions; set forth in the Report. The City shall have seven (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition days from its receipt of the Easement Parcels’ title created by or with Report within which to give written notice to the consent Seller of the CITY City’s approval or CITYdisapproval of any of such Exceptions. Exceptions approved by the City shall be deemed “Permitted Exceptions.” Failure of the City to act within seven (7) days shall be deemed disapproval of such Exceptions. No deeds of trust, mortgages, or other financial liens, except for the lien of property taxes and assessments not yet due, shall be Permitted Exceptions. If the City notifies the Seller of its disapproval of any Exceptions in the Report, the Seller shall have the right, but not the obligation, to remove any disapproved Exceptions within seven (7) days after receiving written notice of the City’s officersdisapproval or provide assurances satisfactory to the City that such Exception(s) will be removed on or before the close of Escrow. If the Seller cannot or does not elect to remove any of the disapproved Exceptions within the seven (7) day period, employees or agents. the City shall have five (95) days after the expiration of such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow seven (c7) As a condition precedent day period to FCD's obligation either give the Seller written notice that the City elects to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount purchase of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and Property subject to the property is vested in the FCD, free disapproved Exceptions and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters without an adjustment of the Easements’ title not disapproved Purchase Price or to give the Seller written notice that the City elects to terminate this Agreement. The City shall have the right to approve or disapprove any previously unreported Exceptions reported by FCD in writing; (3) all matters that affect the Title Company after the City has approved the condition of title to the Exchange Parcel that would be revealed by an accurate and complete survey Property. The Seller shall not voluntarily create any new exceptions to title following the date of this Agreement without the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCDCity’s officers, employees or agentsprior written consent. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before At Closing, Seller shall convey and transfer the Close of Escrow, FCD Property to Purchaser. It shall deliver be a condition to Purchaser’s obligation to close this transaction that title to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed Real Property conveyed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver transferred to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder Purchaser shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver such title to the Escrow Holder Real Property as will enable the Grant Deed in Title Company to issue to Purchaser an extended coverage American Land Title Association (ALTA) Form 2006 Owner’s Policy of Title Insurance (the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before Title Policy”) covering the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectivelyReal Property, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an full amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing, which shall be deemed to be Permitted Exceptions: (a) the rights of tenants, as tenants only, under the Leases described in the Rent Roll and any new Leases entered into between the Effective Date and Closing and (if required) approved by Purchaser in accordance with the terms of this Agreement; (1b) a the lien for of all ad valorem real property taxes, bond, or estate taxes and assessments not thenyet due and payable as of the date of Closing, subject to adjustment as herein provided; (2c) matters of local, state and federal laws, ordinances or governmental regulations, including but not limited to, building, zoning and land use laws, ordinances and regulations, now or hereafter in effect relating to the Easements’ title not disapproved by CITY inProperty; (3d) all matters identified in Schedule 2.4(d), attached hereto and by this reference made a part hereof (provided, however, that affect title Schedule 2.4(d) shall automatically be deemed updated to the Easement Parcels that would be revealed by remove an accurate item (or items) if Purchaser objects to any of such items pursuant to Section 2.3 and complete survey of the Easement Parcels as of the end of the Inspection PeriodSeller cures such objection); (4e) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptionsadditional items, if any, resulting from documents being recorded appearing of record or delivered through Escrowshown on the Survey, except to the extent Seller agrees to cure any such matters pursuant to Section 2.3 or 2.5 hereof; and (cf) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agents. (9) such other title exceptionsadditional items, if any, resulting from documents being recorded or delivered through Escrowapproved by Purchaser pursuant to Section 2.6 hereof.

Conveyance of Title. 4.1 The Premises shall be conveyed in fee simple absolute, by good and sufficient quitclaim deed (athe “Deed”) On or before the Close of Escrow, FCD shall deliver to the Escrow Holder the Grant of Easement, in substantially the forms form of EXHIBIT D attached hereto and incorporated herein by reference, running to Buyer or, subject to the provisions of Section 20.1 hereof, to such assignee as Exhibit “C” duly executed and acknowledged Buyer designates by FCD. On or before the Close of Escrow CITY shall deliver notice to Escrow Holder a Grant of Easement acceptance executed Seller as required by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of EscrowSection 20.1 hereof. The Escrow Holder Deed shall convey good and clear record title to the Premises, free from all liens, encumbrances, and encroachments from or on the Premises except the Permitted Exceptions (as hereinafter defined). The following matters shall be instructed deemed to record be “Permitted Exceptions”: 4.1.1 the Grant rights of Easement in tenants, as tenants only, under the Official Records Leases (each a “Tenant”); 4.1.2 the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the County date of San BernardinoClosing, Californiasubject to adjustment as herein provided; 4.1.3 local, if state and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver 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 Escrow Holder Premises; and 4.1.4 those matters which Seller is not obligated to remove as provided below. 4.2 The Personal Property shall be conveyed free of all encumbrances (other than the Grant Deed in Permitted Exceptions) by one or more bills of sale (the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed of Sale”) in substantially the form of EXHIBIT E attached hereto and incorporated herein by an authorized officer of FCD reference. 4.3 Buyer has reviewed and approved the title to the Property, and is and shall deliver same be deemed to Escrow Holder on or before have accepted any survey matter affecting the Close Premises and the state of Escrow. The Escrow Holder title of the Premises as of the Effective Date (and to have waived any objections thereto), and all such matters shall be instructed considered to be Permitted Exceptions. Notwithstanding the foregoing, Seller shall obtain and deliver to Buyer at Closing a payoff letter (the “Payoff Letter”) with respect to the existing mortgage (the “Existing Mortgage”) granted to Cambridge Trust Company, which Existing Mortgage is evidenced by that certain mortgage and security agreement, dated September 14, 2005, recorded with the Middlesex County South District Registry of Deeds (the “Registry”) in Book 46090, Page 12 and related collateral assignment of leases and rents, dated September 14, 2005 and recorded at the Registry in Book 46090, Page 31. Buyer may, prior to Closing, notify Seller in writing (a “Title and Survey Notice”) of any objection to title or survey matter first arising after the Effective Date (each a “New Encumbrance”) (excluding objections to title and survey matters affecting the Premises as of the Effective Date which have been waived by Buyer as hereinabove provided or that are or are deemed to be Permitted Exceptions) but not later than three (3) Business Days after discovery of such New Encumbrance. If Buyer does not object to any New Encumbrance as herein provided, such New Encumbrance shall be deemed a Permitted Exception. In the event that Buyer gives timely written notice of objection to any New Encumbrance, Seller shall exercise commercially reasonable efforts to cause such New Encumbrance to be released or discharged of record prior to the Grant of Easement Closing; provided, however, (i) in no event will Seller be obligated to expend more than $100,000.00 to release or discharge such New Encumbrances, and ▇▇▇▇▇ ▇▇▇▇(ii) Seller may elect, respectivelyby notice to Buyer, to extend the Closing by up to thirty (30) days, in order to release or discharge such New Encumbrance(s). If, notwithstanding the Official Records exercise of such commercially reasonable efforts, Seller does not cause such New Encumbrance to be released or discharged by the County of San Bernardino, California. date which is five (b5) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing Business Days prior to the Closing Date(as extended), lis pendens and monetary liens and/or encumbrances and subject only to then by not later than the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; date which is five (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing Business Days prior to the Closing Date)(as extended) Seller shall so notify Buyer, lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments in which event Buyer shall elect not then delinquent; later than two (2) matters Business Days prior to the Closing, either (i) to waive its objection or objections to the New Encumbrance which has not been released or discharged by Seller, without reduction of the Easements’ title not disapproved Purchase Price in which case such matter shall become a Permitted Exception; or (ii) to terminate this Contract by FCD written notice to Seller, in writing; (3) all matters that affect title which case the Deposit shall be promptly returned by the Escrow Agent to the Exchange Parcel that would Buyer without any further required action by either Buyer or Seller and neither party shall have any further liability or obligation to the other hereunder except for the Buyer’s obligations under Sections 9.4, ARTICLE 15, and Section 20.15 hereof, which shall remain in effect. 4.4 Notwithstanding the foregoing or anything contained herein to the contrary, (i) at Closing Seller shall deliver the Payoff Letter with respect to the Existing Mortgage, and (ii) Seller shall cause to be revealed by an accurate released any and complete survey all other mortgages or encumbrances securing the payment of money which Seller has caused to be recorded against the Property (each, a “Voluntary Monetary Encumbrance”). 4.5 Seller shall be entitled to use such portion of the Exchange Parcel Purchase Price as is necessary to pay off all such Voluntary Monetary Encumbrances and any title objection that Seller agrees to cure. Buyer hereby acknowledges that any instruments evidencing the release or discharge of any Voluntary Monetary Encumbrances may be recorded at or after the end of Closing in accordance with standard conveyancing practice reasonably acceptable to the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsTitle Company. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of EscrowSeller shall convey good and marketable, FCD shall deliver insurable, fee simple title to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged Property to Buyer by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records of the County of San Bernardino, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITYspecial warranty deed, free and clear of optionsall easements, rights liens, encumbrances, covenants, reservations, and restrictions not of first refusal or record, and any other purchase rightsmatters specifically not objected to in writing by Buyer and except for Taxes for the current year (i.e., leases or other possessory interests (except those leases or other possessory interests existing prior to the year of Closing) which are not yet due and payable and which shall be prorated between the parties at Closing Date), lis pendens and monetary liens and/or encumbrances as provided in and subject only to Section 8 (collectively the following matters: delinquent; writing; foregoing and any exceptions which shall not be objected to (1pursuant to this Agreement and as specified herein) a lien for real property taxesshall be the “Permitted Exceptions”). Seller covenants and agrees not to cause or permit any other defects in or liens, bondencumbrances, easements, restrictions or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect limitations upon Seller’s title to the Easement Parcels Property (other than monetary encumbrances which are of a definite amount (not exceeding the Purchase Price and which shall be satisfied by Seller (which may be through use of closing proceeds) at or prior to Closing that would are to or will arise from and after the Effective Date without the Buyer’s prior written consent, which shall be revealed in Buyer’s sole commercially reasonable discretion, provided that any such matter caused or permitted by Seller which shall be extinguished on or before the Closing shall not require Buyer’s prior written consent. Seller shall immediately notify Buyer if Seller received actual notice of any such defect, lien, encumbrance, easement, restriction or limitation which violates the requirements of the immediately preceding sentence. Seller shall convey good and marketable title to the Personal Property (if any) by an accurate and complete survey “as-is” quit-claim bill of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCDsale, free and clear of optionsall liens and encumbrances, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only extent that Buyer elects to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect take title to the Exchange Parcel Personal Property as set forth herein, provided however, Buyer hereby acknowledges that would be revealed there is no Personal Property being conveyed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere Seller to Buyer in connection with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsthis Agreement. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.

Conveyance of Title. (a) On or before the Close of Escrow, FCD SELLER shall deliver to the Escrow Holder the Grant of EasementDeed, in substantially the forms form attached hereto as Exhibit “CB” (the “Deed”) duly executed and acknowledged by FCDSELLER. On or before The Deed shall grant fee simple marketable title to the Close of Escrow CITY shall deliver Property to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of EscrowBUYER. The Escrow Holder shall be instructed to record the Grant of Easement Deed in the Official Records of the County of San BernardinoBernardino County, California, if and when the Escrow Holder holds the funds for the FCD SELLER as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As Within five (5) days following the Execution Date, BUYER may order a condition precedent current preliminary report from a title company of BUYER’s choice (the “Title Company”) covering the Property, together with full and legible copies of all supporting documents (collectively, “Preliminary Report”), and may further order a survey of the Property from a licensed surveyor sufficient to CITY's obligation to proceed with obtain an ALTA title insurance policy (“Survey”). The Title Company shall issue an ALTA Owner’s policy (“Title Policy”) at the Close of Escrow and the transaction contemplated hereunderinsuring fee title in BUYER, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey of the Easement Parcels as of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow (c) As a condition precedent to FCD's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ Property’s title not disapproved by FCD ▇▇▇▇▇ in writing; (3) all matters that affect title to the Exchange Parcel Property that would be revealed by an accurate and complete survey of the Exchange Parcel Property as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange ParcelProperty; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange ParcelProperty; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels are Property is located; (8) matters affecting the condition of the Exchange Parcels’ Property’s title created by or with the consent of the FCD BUYER or FCDBUYER’s officers, employees or agents. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow. (c) Upon recordation of the instrument conveying the real property to BUYER, BUYER will request cancellation of the real property taxes for the property conveyed pursuant to Section 4986, California Revenue and Taxation Code, as amended. If current taxes have not yet been paid, SELLER shall pay through escrow or out of SELLER’s proceeds, the installment applicable to the period in which escrow closes. If taxes are not yet due and payable and the exact amount that will be due is unknown, escrow holder is hereby instructed to withhold from SELLER’s proceeds an amount of funds equal to one hundred and ten percent (110%) of the second installment of the most recent tax bill. Once the exact amount of the new tax bill is known, escrow holder will promptly pay the amount due, prior to the delinquent date, to the County Tax Collector. Any excess funds will be returned to SELLER by the escrow holder after said payment is made. Taxes will NOT be prorated between SELLER and BUYER in escrow. The taxing authority will notify SELLER of any refund due SELLER resulting from the subject acquisition after a review and any subsequent proration of the property tax assessment by the County Assessor. SELLER retains the right, following close of escrow, to apply to the County Tax Collector for refund pursuant to Revenue and Taxation Code 5096.7.

Conveyance of Title. (a) On or before the Close of Escrow, FCD Seller shall deliver convey to Buyer good and marketable title to the Escrow Holder Lot by limited warranty deed, free and clear of all encumbrances, except for (i) easements, restrictions, covenants and matters of record which do not unreasonably interfere with the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement in the Official Records use of the County of San BernardinoLot for residential building purposes, California(ii) utility, if drainage, and when other easements now or hereafter set forth on the Escrow Holder holds the funds recorded subdivision plat for the FCD Subdivision in which the Lot is located, (iii) applicable zoning and building codes and regulations; (iv) the Master Declaration, Restrictions and Bylaws, dated October 16, 2015 and recorded with the Delaware County, Ohio Recorder in Official Record Book 1383, Page 2359, as set forth herein. CITY shall deliver amended (collectively, the “Master Declaration”); and (v) real estate taxes and assessments accruing on and after the date of closing, including but not limited to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close an annual City of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer sanitary sewer assessment in the amount of FCD and shall deliver same to Escrow Holder on or before $1,800, which is billed with the Close of Escrowreal estate taxes (collectively, the “Permitted Exceptions”). The Escrow Holder deed delivered at Closing will refer to the aforesaid assessment. The Master Declaration includes provisions for the formation of a homeowners’ association in accordance with bylaws and articles of incorporation and also provides for assessments that, as well as the other terms and conditions of the Master Declaration, shall run with the Lot and be instructed fully binding on, and enforceable against, the person or entity accepting the conveyance of the Lot. Pursuant to record the Grant terms of Easement and ▇▇▇▇▇ ▇▇▇▇the Master Declaration, respectivelyassessments shall initially be {00247374-2} implemented against each Lot on the first to occur of (i) initial occupancy of the residential dwelling constructed thereon, or (ii) twelve (12) months after transfer of title to the Lot by Seller; provided, however, that Seller (as the Master Developer under the Master Declaration) may charge an amount to be placed in the homeowners’ association’s reserve fund at the time of the initial sale of a lot. Seller reserves the right, in Seller’s sole discretion, to make reasonable and necessary changes to the Official Records Master Declaration from time to time in accordance with the terms of the County of San Bernardino, Californiasuch document. (b) As Prior to the date of closing, Seller shall, at its sole cost and expense, deliver to Buyer a condition precedent commitment from Unity Title, LLC or such other title company selected by Seller to CITYissue an American Land Title Association Owner's obligation to proceed Title Insurance Policy (ALTA Form B 6/17/06) with the Close of Escrow and the transaction contemplated hereunder, all requirements standard coverage for the issuance by Lot. After closing, a title company of CITY’s choosing (the "CITY Title Company") of an CLTA final owner's policy of title insurance (policy with standard coverage shall be promptly issued in the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring . Seller and Buyer agree that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquent; writing; (1) a lien for real property taxes, bond, or assessments not then (2) matters cost of the Easements’ commitment and final title not disapproved insurance policy provided in accordance with the terms of this Agreement, and all costs of any title examinations made for such purposes, shall be paid for by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate and complete survey Seller. Buyer shall pay any additional costs incurred in connection with any additional coverage requested in excess of the Easement Parcels as Purchase Price, mortgage insurance issued for the protection of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITYBuyer’s officers, employees or agents. (9) such other title exceptionslender, if any, resulting from documents being recorded and any endorsements requested by Buyer or delivered through Escrowits lender. If Buyer desires a survey, Buyer shall pay the cost thereof. At closing, Seller shall sign an affidavit with respect to off record title matters in accordance with the community custom. (c) As Within three (3) days of receipt of the title commitment for the Lot, Buyer shall notify Seller in writing if Buyer’s examination discloses that Seller does not have good and marketable title to all or any portion of the Lot and/or shows exceptions to title other than those permitted herein (each, a condition precedent “Title Defect”). If Seller is unable or unwilling to FCD's obligation correct such Title Defect to Buyer’s reasonable satisfaction after receiving notice thereof from Buyer, Buyer may take any one of the following actions: (a) waive such Title Defect and proceed with the Close of Escrow and the transaction contemplated hereundertransaction; (b) by written notice to Seller, all requirements for the issuance by a title company of FCD's choosing give additional time to correct such Title Defect or remove such exceptions to title; or (the "FCD Title Company"c) of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may be requested by FCDelect to terminate this Agreement, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: (1) a lien for real property taxes, bond, or assessments not then delinquent; (2) matters of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate and complete survey of the Exchange Parcel as of the end of the Inspection Period; (4) dedication of all streets abutting the Exchange Parcel; (5) customary utility rights-of-way and easements that do not materially interfere with the existing use of the Exchange Parcel; (6) zoning and other governmental restrictions; (7) matters common to any general area or subdivision in which event, the Easement Parcels are located; (8) matters affecting the condition of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsDeposit shall be returned to Buyer. (9d) At closing, Seller reserves the right to cause any lien or encumbrance against the Lot to be paid out of the purchase price for the Lot, provided Seller shall pay for all recording costs associated with the satisfaction and release of such other title exceptionsliens or encumbrances. Seller will be responsible for the preparation of the deed and for payment of the conveyance and transfer fee. Buyer will be responsible for recording costs associated with recording the limited warranty deed and the mortgage(s), if any, resulting from documents being recorded or delivered through Escrow. The parties shall split any closing costs.

Conveyance of Title. (a) On or before the Close of Escrow, FCD shall deliver 6.1 At settlement Seller agrees to convey to Purchaser good and merchantable title to the Escrow Holder the Grant of Easement, in substantially the forms attached hereto as Exhibit “C” duly executed and acknowledged by FCD. On or before the Close of Escrow CITY shall deliver to Escrow Holder a Grant of Easement acceptance executed by an authorized officer of CITY and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement Unit (together with its Percentage Interest in the Official Records of the County of San BernardinoCommon Elements) by special warranty deed, California, if and when the Escrow Holder holds the funds for the FCD as set forth herein. CITY shall deliver to the Escrow Holder the Grant Deed in the form attached hereto as Exhibit “D” duly executed and acknowledged by CITY. On or before the Close of Escrow FCD shall deliver to Escrow Holder a ▇▇▇▇▇ ▇▇▇▇ acceptance executed by an authorized officer of FCD and shall deliver same to Escrow Holder on or before the Close of Escrow. The Escrow Holder shall be instructed to record the Grant of Easement and ▇▇▇▇▇ ▇▇▇▇, respectively, in the Official Records of the County of San Bernardino, California. (b) As a condition precedent to CITY's obligation to proceed with the Close of Escrow and the transaction contemplated hereunder, all requirements for the issuance by a title company of CITY’s choosing (the "CITY Title Company") of an CLTA owner's policy of title insurance (the "CITY Title Policy") with liability in an amount of the Purchase Price, as may be requested by CITY, insuring that easement rights to the Easement Parcels are vested in the CITY, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only to the following matters: delinquentgeneral real estate taxes and water and sewer assessments for the current tax year not then due; writing; (1) a lien for real property taxesthe Condominium Act of 1976 Technical and Clarifying Amendment Act of 1992 as the same may be amended, bondthe Declaration, or assessments not then (2) matters Bylaws, Plat and Plans and Rules and Regulations of the Easements’ title not disapproved by CITY in (3) all matters that affect title to the Easement Parcels that would be revealed by an accurate Condominium; easements, covenants and complete survey conditions of the Easement Parcels as record; ordinances and regulations of the end of the Inspection Period; (4) dedication of all streets abutting the Easement Parcels; (5) customary utility rights-of-way and competent municipal or other governmental authorities; easements that do not materially interfere with the existing use of the Easement Parcels; (6) zoning for sewers, water, gas, fuel line, drainage, electric, telephone and other governmental restrictions; (7) matters common to any general area or subdivision in which the Easement Parcels is located; (8) matters affecting the condition of the Easement Parcels’ title created by or with the consent of the CITY or CITY’s officers, employees or agents. (9) such other title exceptionssimilar utilities, if any, resulting from documents being recorded granted or delivered through Escrow (c) As a condition precedent to FCDbe granted; and Purchaser's obligation deed of trust, if any. Purchaser agrees to proceed with effect closing under this Agreement within 10 days after Seller has notified Purchaser that Seller is prepared to tender title and possession of the Close of Escrow Unit to Purchaser, and the transaction contemplated hereunder, all requirements for the issuance by a title company of FCD's choosing (the "FCD Title Company") of an CLTA owner's policy of title insurance (the "FCD Title Policy") with liability in an amount of the Exchange Price as may Unit is completed. Seller agrees that said notice will not be requested by FCD, insuring that fee simple interest in and to the property is vested in the FCD, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests (except those leases or other possessory interests existing given prior to the Closing Date), lis pendens and monetary liens and/or encumbrances and subject only time Purchaser has been afforded time to the following matters: (1) obtain a lien for real property taxes, bond, or assessments not then delinquent; (2) matters loan commitment in accordance with Section 3.2. Settlement shall be made by payment of the Easements’ title not disapproved by FCD in writing; (3) all matters that affect title to the Exchange Parcel that would be revealed by an accurate purchase price and complete survey delivery of the Exchange Parcel as deed at the time and place designated by Seller in a written notice to Purchaser that the Unit is ready for conveyance. Purchaser shall be entitled to occupy and have possession of the end Unit from and after the closing. 6.2 In the event that, upon examination, the title should be found defective and the defects are of such character that they may be remedied within a reasonable time by legal action to perfect the Inspection Period; (4) dedication of all streets abutting title, such action must be taken promptly by and at Seller's reasonable expense, whereupon the Exchange Parcel; (5) customary utility rights-of-way and easements that do time herein specified for full Settlement by the Purchaser will thereby be extended for the period necessary for such action, not materially interfere with the existing use of the Exchange Parcel; to exceed six (6) zoning months. If Seller is unable to perfect title as specified herein, then Seller may terminate this Agreement and cause the Deposit to be returned to Purchaser. In such case, Seller is expressly released from all other governmental restrictions; (7) matters common liability for damages arising from such event, and in no event shall Seller be liable for any damages for defects in title. If Seller chooses to any general area or subdivision in which terminate this Agreement and return the Easement Parcels are located; (8) matters affecting the condition Deposit to Purchaser pursuant to this Paragraph, then all rights and liabilities of the Exchange Parcels’ title created by or with the consent of the FCD or FCD’s officers, employees or agentsparties under this Agreement shall forthwith terminate. (9) such other title exceptions, if any, resulting from documents being recorded or delivered through Escrow.