Vacating Premises (i) If the Assuming Bank elects not to purchase any owned Bank Premises, the notice of such election in accordance with Section 4.6(a) shall specify the date upon which the Assuming Bank's occupancy of such premises shall terminate, which date shall not be later than ninety (90) days after the date of the Assuming Bank's notice not to exercise such option. The Assuming Bank promptly shall relinquish and release to the Receiver such premises and the Furniture and Equipment and Fixtures located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By occupying any such premises after the expiration of such ninety (90)-day period, the Assuming Bank shall, at the Receiver's option, (x) be deemed to have agreed to purchase such Bank Premises, and to assume all leases, obligations and liabilities with respect to leased Furniture and Equipment and leased Fixtures located thereon and any ground lease with respect to the land on which such premises are located, and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank and located on such premises as of Bank Closing. (ii) If the Assuming Bank elects not to accept an assignment of the lease or sublease any leased Bank Premises, the notice of such election in accordance with Section 4.6(b) shall specify the date upon which the Assuming Bank's occupancy of such leased Bank Premises shall terminate, which date shall not be later than the date which is one hundred eighty (180) days after Bank Closing. Upon vacating such premises, the Assuming Bank shall relinquish and release to the Receiver such premises and the Fixtures and the Furniture and Equipment located thereon in the same condition as at Bank Closing, normal wear and tear excepted. By failing to provide notice of its intention to vacate such premises prior to the expiration of the option period specified in Section 4.6(b), or by occupying such premises after the one hundred eighty (180)- day period specified above in this paragraph (ii), the Assuming Bank shall, at the Receiver's option, (x) be deemed to have assumed all leases, obligations and liabilities with respect to such premises (including any ground lease with respect to the land on which premises are located), and leased Furniture and Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the Receiver previously repudiated any such lease), and (y) be required to purchase all Furniture and Equipment and Fixtures owned by the Failed Bank at Fair Market Value and located on such premises as of Bank Closing.
Premises Landlord, for and in consideration of the rents, covenants and agreements hereinafter set forth, hereby leases to Tenant and Tenant hereby leases from Landlord, upon and subject to the terms, covenants and conditions hereinafter set forth, all that certain parcel of land situated in the County of Riverside, and State of California delineated on Exhibit "A" attached hereto and incorporated herein ("Land"), together with those certain Landlord's Improvements as defined in the Work Letter attached hereto as Exhibit "B" ("Work Letter") to be constructed by Landlord, including an approximately three hundred thirty thousand (330,000) square foot building ("Building") and all other improvements, machinery, equipment, fixtures and other property (except Tenant's trade fixtures), to be installed or located thereon and all additions, alterations and replacements thereof (collectively "Improvements"). Herein the Land and the Improvements are referred to collectively as the "Premises". Tenant acknowledges that this Lease is subordinate and subject to (a) all liens, encumbrances, deeds of trust, reservations, covenants, conditions, restrictions and other matters affecting the Premises ("Title Matters") (i) in effect on the Effective Date of this Lease as specified in Exhibit "C" attached hereto and incorporated herein ("Preliminary Report") or (ii) approved or deemed approved pursuant to this Section 1.1, ("Permitted Encumbrances") and (b) any law, regulation, rule, order or ordinance of any governmental entity applicable to the Premises or the use or occupancy thereof, in effect on the execution of this Lease or thereafter promulgated. In the event that, after the Effective Date any new Title Matters appear of record, such matters shall be subject to the review and approval of Tenant which approval shall not be withheld so long as the new Title Matter does not materially and adversely impair the use or occupancy by Tenant of the Premises for its intended purpose. Tenant shall deliver written notice to Landlord of its approval or disapproval of such Title Matters within ten (10) days after delivery by Landlord to Tenant of such new Title Matter. If Tenant fails to respond within such ten (10) day period and Landlord delivers a written reminder notice to Tenant and Tenant fails to respond within five (5) days of the delivery of the written reminder notice, the new Title Matter shall be deemed approved.
