54-10 Agreement

4.2.1 Effective as of the Closing Date, but conditioned upon Closing, Escrow Agent shall issue to Purchaser Escrow Agent’s A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (“Title Policy”), with the liability under the Title Policy to be in an amount equal to the Purchase Price, insuring the fee title in such Property as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”): (a) All matters and Objections affecting title and survey of the Property (a) not objected to by Purchaser in a properly delivered Title Notice, (b) that Seller does not expressly agree to cure pursuant to Section 4.1.2 and 4.1.3 above, or agrees to attempt to cure but fails to effect such cure prior to Closing, and (c) otherwise approved or deemed approved by Purchaser pursuant to Section 4.1. (b) Any supplemental property taxes assessed as a result of the sale of the Property by Seller to Purchaser; (c) The lien of non-delinquent real and personal property taxes and assessments;; (d) Discrepancies, conflicts in boundary lines, shortages in area, encroachments, and any state of facts shown on the Survey (or if Purchaser fails to cause the Survey to be delivered prior to the Approval Date, those that would have been shown on the Survey) or which an inspection of the Property would disclose and which are not shown by the public records; (e) Rights of parties in possession, unrecorded leases and the rights of tenants thereunder, rights of holders of security interests on personal property installed upon the Property by Seller which are disclosed to Purchaser (and if disclosed following the Approval Date, accepted in writing by Purchaser), easements, or claims of easements not shown by the public records with respect to which Seller has provided copies of the applicable documents to Escrow Agent and to Purchaser with the Due Diligence Materials as provided herein (and if provided following the Approval Date, accepted in writing by Purchaser); (f) Governmental laws, regulations, statutes, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Property or any part thereof, including, without limitation, zoning ordinances (and amendments and additions relating thereto), as amended, and any violations by the Property of any of foregoing; and (g) Any exceptions created by

luding, without limitation, zoning ordinances (and amendments and additions relating thereto), as amended, and any violations by the Property of any of foregoing; and (g) Any exceptions created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Property by Purchaser or by its agents, employees and/or contractors. 4.3 Inspection and Approvals. Purchaser shall have a period (the “Due Diligence Period”) commencing on the Effective Date and expiring at 6 p.m., Washington, D.C. time, on the date that is thirty (30) days after the Effective Date (the “Approval Date”), in which to conduct the inspections and studies described in this Section 4, and all such inspections and studies shall be at Purchaser's sole cost and expense. 4.3.1 Within five (5) business days after the Effective Date, Seller shall make available to Purchaser (via an online database or otherwise) Seller’s most recent survey for the Property (if any), information, documents, agreements and reports relating to the Property, but -7- GENBUS/718957.4