America Online 2010 Annual Report Download - page 145

claim against Seller with respect thereto. For the avoidance of doubt, Purchaser shall be deemed to have "actual knowledge" of (a) the information set
forth in any materials in the "Pacific Corporate Park" due diligence site at www.cbremarketplace.com on the day prior to the Effective Date, (b) the Site
Plan entitled America Online, Inc. CC4/CC6 Pedestrian Bridge Pacific Boulevard, (c) the Site Plan Amendment (SPAM2001-0101) to America Online,
Inc. - Pedestrian Bridge and Sidewalk Site Plan, Site Plan STPL 2000-0074 Broad Run Business Park - AOL Pedestrian Overpass, (d) the plats and
plans for (i) AOL Pedestrian Bridge - December 4, 2000, (ii) AOL CC4/CC6 Pedestrian Bridge #2 - March 5, 2002, (iii) AOL CC7 - February 24, 2004
and (iv) AOL CC8 - February 24, 2004, (e) together with all additional materials provided by Seller subsequent to the Effective Date, either at
Purchaser's request, or by delivery to Purchaser with specific notice to Purchaser of such delivery either by e-mail to Timothy Grant, Gary Jaye and
Charles Hessel or by any of the methods of delivery permitted pursuant to Section 10.3.
4.4 Title & Survey.
4.4.1 Conveyance by Special Warranty Deed. At Closing, Seller shall convey fee simple title to the Land and Improvements by execution and delivery
of a Special Warranty Deed (the "Deed") substantially in the form attached as Exhibit H with title to the Property being subject to the Permitted
Exceptions (as defined below)
4.4.2 Purchaser's Title Due Diligence. Purchaser has obtained the Title Commitment #10-001710(A) dated effective October 13, 2010 at 8:00 a.m.,
revised October 27, 2010, Title Commitment #10-001710(B) dated effective October 13, 2010 at 8:00 a.m., revised October 27, 2010, Title
Commitment #10-001710(C) dated effective October 13, 2010 at 8:00 a.m., revised October 27, 2010, Title Commitment #10-001710(D) dated
effective October 13, 2010 at 8:00 a.m., revised October 27, 2010, and Title Commitment #10-001710(E) dated effective October 13, 2010 at
8:00 a.m., revised October 27, 2010 (collectively, the "Title Commitments") issued by the Commonwealth Land Title Insurance Company (the
"Title Company") with respect to the Property, together with all documents and information pertaining to title listed in such report. Purchaser
has delivered to Seller a copy of each of the Title Commitments.
4.4.3 Survey. Purchaser has, at its sole expense, obtained (or will be obtaining) a survey of the Property desired by Purchaser (the "Survey"). Promptly
upon receipt of the Survey, Purchaser shall deliver a copy to Seller.
4.4.4 Permitted Exceptions. For purposes of this Agreement, the term "Permitted Exceptions" means (i) the Leases; (ii) items shown as exceptions or
exclusions on the Title Commitments (excluding the standard exclusions from coverage set forth in the form of title insurance
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