Contract analysis

1. Real Property Taxes and Assessments. Liens for real property taxes and assessments not yet due and payable as of the Proration Date (June 6, 2024), subject to proration between Seller and Buyer in accordance with the proration methodology set forth in Exhibit U to the Agreement. For purposes of proration, the estimated 2024 annual real property taxes across the Portfolio are Fourteen Million Seven Hundred Sixty Th

2. Rights of Tenants. Rights of tenants in possession under the Leases set forth on the Rent Roll attached to the Agreement as Exhibit H, as tenants only, without any option to purchase or right of first refusal to purchase any Property or any interest therein, except as expressly disclosed on the Property-Specific Disclosure Schedules (Schedules 2-1 through 2-14) to the Agreement. As of the date of the Agreement, th

3. Zoning and Land Use Regulations. All applicable zoning, building, subdivision, environmental, and other governmental laws, regulations, codes, ordinances, rules, and requirements affecting each Property, including without limitation any applicable comprehensive plan designations, growth management requirements, concurrency determinations, and development orders, provided that the same do not prohibit the current u

4. Standard Printed Exceptions. Standard printed exceptions contained in the ALTA Owner's Policy of Title Insurance (2021 form) to the extent not removed by endorsement, affidavit, or other documentation delivered at or prior to Closing, including but not limited to: (a) Rights or claims of parties in possession not shown by the public records — to be deleted by delivery of Seller's title affidavit at Closing in form

5. Utility Easements. Easements for the installation, maintenance, repair, replacement, and operation of public or private utilities, including without limitation electric, gas, water, sewer, telephone, cable, fiber optic, and stormwater drainage facilities, that are of record in the applicable county or parish recording offices, shown on the ALTA/NSPS Land Title Surveys for the applicable Properties, and do not mate

6. Subdivision Plats and Restrictions. Subdivision plats, declarations of covenants, conditions, and restrictions, supplemental declarations, and related instruments of record that do not materially interfere with or impair the current use, occupancy, or operation of any Property, provided that (i) no violation exists thereunder as of the date of the Agreement or as of the Closing Date, (ii) no forfeiture or reversio

7. Survey Matters. Matters shown on the ALTA/NSPS Land Title Surveys certified by Meridian Land Surveying, Inc. (Daniel Caulfield, PLS, PE) that do not materially and adversely affect the current use, occupancy, value, or insurability of any Property, including without limitation minor encroachments of fences, signs, landscaping, curbing, and similar items that do not encroach into building setback lines, required pa

8. Assumed Mortgage Liens. The liens of the mortgage, deed of trust, and security deed instruments securing the Assumed Loans, as more particularly described in Exhibit Q to the Agreement, which liens remain in place following the change of control and assumption of the Assumed Loans at Closing in accordance with Article VI of the Agreement. The Assumed Loans are as follows: (a) Pinnacle Federal Bank, N.A. — Loans 1-

9. Standard Access and Roadway Easements. Public and private road, access, ingress, and egress easements of record benefiting or burdening the Properties, including without limitation easements for public rights-of-way, shared driveways, curb cuts, turn lanes, deceleration lanes, and related transportation infrastructure, provided such easements do not materially impair access to or use of the improvements located on

10. Environmental Matters of Record. Environmental notices, restrictive covenants, deed restrictions, activity and use limitations, or institutional controls of record arising from prior remediation activities, voluntary cleanup programs, brownfield agreements, or regulatory requirements imposed by any federal, state, or local environmental agency, provided that any such matters do not require further active remediat

11. Title Insurance Requirements Satisfied at Closing. All Schedule B-I requirements set forth in the title commitments issued by Commonwealth National Title Insurance Company that are to be satisfied at or prior to Closing as conditions to issuance of the pro forma ALTA Owner's Policies of Title Insurance, including without limitation the following: (a) Delivery of Seller's title affidavit, in form and substance sat

1. Monetary Liens. All monetary liens of any kind or nature whatsoever encumbering any Property or any Target Entity's interest therein, including without limitation judgment liens, tax liens (other than current-year real property taxes and assessments subject to proration in accordance with Exhibit U), mechanic's liens, materialmen's liens, contractor's liens, supplier's liens, and any other statutory or consensual

2. Delinquent Taxes and Assessments. All delinquent real property taxes and assessments affecting any Property, together with all accrued interest, penalties, and costs associated therewith, whether assessed by any county, municipality, school district, special taxing district, or other governmental authority.

3. Judgments Against Target Entities. All judgments, decrees, orders, and awards of any court, tribunal, or arbitration panel against any Target Entity that constitute or may constitute a lien or encumbrance on any Property or any Target Entity's interest therein, whether or not such judgments have been docketed, filed, or recorded in the applicable county or parish recording offices.

4. Unauthorized Mortgages and Security Interests. Any mortgages, deeds of trust, security deeds, or other security interests encumbering any Property or any Target Entity's interest therein, other than the Assumed Loan liens described in Part I, paragraph 8, and Part II above. For the avoidance of doubt, this exclusion includes any additional mortgage, deed of trust, security deed, mezzanine loan security interest, o

5. Post-Commitment Matters. Any matters first arising by, through, or under Seller or any Target Entity after the effective date of the applicable title commitment issued by Commonwealth National Title Insurance Company, including without limitation any new easements, covenants, restrictions, liens, encumbrances, or other title exceptions created, granted, or suffered by Seller or any Target Entity without Buyer's pr

6. UCC Financing Statement Liens. All UCC financing statement liens filed against any Target Entity in connection with Seller's equity interest in the Target Entities, including without limitation UCC-1 financing statements filed with the Delaware Secretary of State or with the Secretary of State of any other jurisdiction, which financing statements evidence security interests in the membership interests or other equ