Common use of Preliminary Title Report Clause in Contracts

Preliminary Title Report. Seller has delivered a preliminary title report for the Property to Buyer and Seller (the "PTR"). Buyer shall until 5:00 p.m. Pacific Time on December 21, 2012 to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported in the PTR. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to the end of the Feasibility Period to terminate this Agreement by notice to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereof.

Preliminary Title Report. (a) Within two (2) days following the Opening of Escrow, Seller has delivered shall provide Buyer a preliminary copy of its existing title report insurance policy, exception documents and survey, and within twelve (12) days following the Opening of Escrow, Buyer will have prepared a Preliminary Title Report/Commitment for owners title insurance for the Property showing all liens, encumbrances and other matters affecting the title to Buyer and Seller the Property (the "PTR")“Title Report”) and will provide a copy thereof together with legible copies of the documents shown as title exceptions or requirements therein to Seller. Buyer shall until 5:00 p.m. Pacific Time on December 21have ten (10) days following issuance of the Title Report to object, 2012 in Buyer’s sole and absolute discretion, to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported other items contained in the PTRTitle Report . In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to until the end of the Feasibility Review Period to terminate object to any items contained in the Survey (as that term is defined in Section 3.2). Should Buyer object to any provisions contained therein, Seller shall, within five (5) days of the receipt of any such objections, advise Buyer of which title objections it will cure. Thereafter, prior to the later of five (5) days following (x) the expiration of the Review Period or (y) receipt of Seller’s title response notice, Buyer may either: (i) reject the Title Report and the Survey, in which case this Agreement by notice to Seller and Escrow Holder to that effectis terminated, and the parties will have no party shall have any further rights or obligations under this Agreement hereunder (except those which by their terms, specifically survive the termination hereofof this Agreement) and the Initial Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey by the placement of the Additional Deposit, which signifies acceptance of the Title Report and Survey. Any cure of title objections which Seller has elected to undertake shall be completed no later than five (5) days prior to the Closing Date. If such cure has not been completed by such time, Buyer may at such time either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the Xxxxxxx Money Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey.

Preliminary Title Report. Seller has delivered will, within five (5) Business Days after the Opening of Escrow, cause the Title Company to deliver a preliminary title report for the Property to Buyer and Seller (the "PTRTitle Report")) along with copies of all plotted easements and underlying documents referenced therein. Buyer shall have until 5:00 p.m. Pacific Time on December 21, 2012 the end of the Feasibility Period to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's ’s failure to deliver to Seller written notice of any Disapproved Exceptions within such time period by the end of the Feasibility Period shall be deemed approval by Buyer of all exceptions to title reported in the PTRTitle Report. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three five (35) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust or other monetary lien encumbering the Property not caused by or on behalf of Buyer and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTRTitle Report, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to within three (3) Business Days after receipt (or three (3) Business Days after the end of the Feasibility Period date Seller’s response was due if not given) to terminate this Agreement by written notice to Seller and Escrow Holder to that effect, in which case Buyer shall receive a refund of the Deposit and accrued interest thereon, and no party shall have any further rights or obligations under this Agreement except those which which, by their terms, survive the termination hereof.

Preliminary Title Report. (a) Within two (2) days following the Opening of Escrow, Seller has delivered shall provide Buyer a preliminary copy of its existing title report insurance policy, exception documents and survey, and within twelve (12) days following the Opening of Escrow, Buyer will have prepared a Preliminary Title Report/Commitment for owners title insurance for the Property Properties showing all liens, encumbrances and other matters affecting the title to Buyer and Seller the Properties (the "PTR")“Title Report”) and will provide a copy thereof together with legible copies of the documents shown as title exceptions or requirements therein to Seller. Buyer shall until 5:00 p.m. Pacific Time on December 21have ten (10) days following receipt of the Title Report to object, 2012 in Buyer’s sole and absolute discretion, to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported other items contained in the PTRTitle Report. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to until the end of the Feasibility Review Period to terminate object to any items contained in the Survey (as that term is defined in Section 3.2). Should Buyer object to any provisions contained therein, Seller shall, within five (5) days of the receipt of any such objections, advise Buyer of which title objections it will cure. Thereafter, prior to the later of five (5) days following (x) the expiration of the Review Period or (y) receipt of Seller’s title response notice, Buyer may either: (i) reject the Title Report and the Survey, in which case this Agreement by notice to Seller and Escrow Holder to that effectis terminated, and the parties will have no party shall have any further rights or obligations under this Agreement hereunder (except those which by their terms, specifically survive the termination hereofof this Agreement) and the Initial Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey by the placement of the Additional Deposit, which signifies acceptance of the Title Report and Survey. Any cure of title objections which Seller has elected to undertake shall be completed no later than five (5) days prior to the Closing Date. If such cure has not been completed by such time, Buyer may at such time either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the Xxxxxxx Money Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey.

Preliminary Title Report. (a) Within two (2) days following the Opening of Escrow, Seller has delivered shall provide Buyer a preliminary copy of its existing title report insurance policy, exception documents and survey, and within twelve (12) days following the Opening of Escrow, Buyer will have prepared a Preliminary Title Report/Commitment for owners title insurance for the Property showing all liens, encumbrances and other matters affecting the title to Buyer and Seller the Property (the "PTR")“Title Report”) and will provide a copy thereof together with legible copies of the documents shown as title exceptions or requirements therein to Seller. Buyer shall until 5:00 p.m. Pacific Time on December 21have ten (10) days following receipt of the Title Report to object, 2012 in Buyer’s sole and absolute discretion, to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported other items contained in the PTRTitle Report. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to until the end of the Feasibility Review Period to terminate object to any items contained in the Survey (as that term is defined in Section 3.2). Should Buyer object to any provisions contained therein, Seller shall, within five (5) days of the receipt of any such objections, advise Buyer of which title objections it will cure. Thereafter, prior to the later of five (5) days following (x) the expiration of the Review Period or (y) receipt of Seller’s title response notice, Buyer may either: (i) reject the Title Report and the Survey, in which case this Agreement by notice to Seller and Escrow Holder to that effectis terminated, and the parties will have no party shall have any further rights or obligations under this Agreement hereunder (except those which by their terms, specifically survive the termination hereofof this Agreement) and the Initial Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey by the placement of the Additional Deposit, which signifies acceptance of the Title Report and Survey. Any cure of title objections which Seller has elected to undertake shall be completed no later than five (5) days prior to the Closing Date. If such cure has not been completed by such time, Buyer may at such time either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the Xxxxxxx Money Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey.

Preliminary Title Report. (a) Within two (2) days following the Opening of Escrow, Seller has delivered shall provide Buyer a preliminary copy of its existing title report insurance policy, exception documents and survey, and within twelve (12) days following the Opening of Escrow, Seller will have prepared a Preliminary Title Report/Commitment for owners title insurance for the Property showing all liens, encumbrances and other matters affecting the title to Buyer and Seller the Property (the "PTR")“Title Report”) and will provide a copy thereof together with legible copies of the documents shown as title exceptions or requirements therein to Buyer. Buyer shall until 5:00 p.m. Pacific Time on December 21have ten (10) days following receipt of the Title Report to object, 2012 in Buyer’s sole and absolute discretion, to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported other items contained in the PTRTitle Report . In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to until the end of the Feasibility Review Period to terminate object to any items contained in the Survey (as that term is defined in Section 3.2). Should Buyer object to any provisions contained therein, Seller shall, within five (5) days of the receipt of any such objections, advise Buyer of which title objections it will cure. Thereafter, prior to the later of five (5) days following (x) the expiration of the Review Period or (y) receipt of Seller’s title response notice, Buyer may either: (i) reject the Title Report and the Survey, in which case this Agreement by notice to Seller and Escrow Holder to that effectis terminated, and the parties will have no party shall have any further rights or obligations under this Agreement hereunder (except those which by their terms, specifically survive the termination hereofof this Agreement) and the Initial Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey by the placement of the Additional Deposit, which signifies acceptance of the Title Report and Survey. Any cure of title objections which Seller has elected to undertake shall be completed no later than five (5) days prior to the Closing Date. If such cure has not been completed by such time, Buyer may at such time either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the Xxxxxxx Money Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey.

Preliminary Title Report. Seller has delivered agrees to provide to Buyer, within five (5) business days following the Effective Date, a copy of any existing title insurance policies which Seller may have in its possession or control covering the Real Property, together with legible copies of all exception documents referred to therein. During the Due Diligence Period, Buyer, at its expense, shall cause an examination of title to the Property to be made and a preliminary title report for the Property to Buyer and Seller be issued (the "PTRPreliminary Title Report"). Buyer , and, prior to the expiration of the Due Diligence Period, shall until 5:00 p.m. Pacific Time on December 21, 2012 to notify Seller and Title Company what exceptions to of any defects in title shown thereonby such examination that Buyer is unwilling to accept by delivering a pro forma copy of the Preliminary Title Report that reflects such unacceptable defects in title, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period which shall be deemed approval by Buyer of all exceptions to title reported in designated as the PTRTitle Objections. In the event Buyer shall give notice of any Disapproved ExceptionWithin ten (10) days after such notification, Seller shall have three (3) Business Days after receipt notify Buyer whether Seller is willing to cure such defects. If Seller is willing to cure such defects, Seller shall act promptly and diligently to cure such defects at its expense. If any of such notice defects consist of mortgages, deeds of trust, construction or mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to notify that extent, and notwithstanding the foregoing, Seller shall be obligated to pay and discharge such defects at Closing. For such purposes, Seller may use all or a portion of the cash to close. If Seller is unable to cure such defects by Closing, after having attempted to do so diligently and in good faith, Buyer and Escrow Holder either shall elect (1) that Seller will cure or insure over to waive such Disapproved Exception; defects and proceed to Closing without any abatement in the Purchase Price, or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessmentsterminate this Agreement. Seller shall keep not, after the date of this Agreement, subject the Property free to any liens, encumbrances, leases, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Buyer's prior written consent. All title matters revealed by Buyer's title examination and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxesobjected to by Buyer as provided above shall be deemed Permitted Title Exceptions. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, If Buyer shall have the option at fail to examine title and notify Seller of any time prior to such Title Objections by the end of the Feasibility Period Due Diligence Period, all such title exceptions (other than those rendering title unmarketable and those that are to terminate this Agreement by notice be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Buyer shall not be required to Seller and Escrow Holder take title to that effect, and no party shall have the Property subject to any further rights or obligations under this Agreement except those matters which by their terms, survive may arise subsequent to the termination hereofeffective date of its examination of title to the Property made during the Due Diligence Period.

Preliminary Title Report. Seller has delivered will, within five (5) Business Days after the Opening of Escrow, cause the Title Company to deliver a preliminary title report for the Property to Buyer and Seller (the "PTRTitle Report")) along with copies of all plotted easements and underlying documents referenced therein. Buyer shall have until 5:00 p.m. Pacific Time on December 21, 2012 thirty (30 days prior to the end of the Feasibility Period (the "Title Disapproval Deadline") to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's ’s failure to deliver to Seller written notice of any Disapproved Exceptions within such time period by the end of the Title Disapproval Deadline shall be deemed approval by Buyer of all exceptions to title reported in the PTRTitle Report. In the event Buyer shall give timely gives notice of any Disapproved Exception, Seller shall have three ten (310) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust or other monetary lien encumbering the Property not caused by or on behalf of Buyer and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTRTitle Report, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to within five (5) Business Days after receipt (or five (5) Business Days after the end of the Feasibility Period date Seller’s response was due if not given) to terminate this Agreement by written notice to Seller and Escrow Holder to that effect, in which case Buyer shall receive a refund of the Deposit and accrued interest thereon, and no party shall have any further rights or obligations under this Agreement except those which which, by their terms, survive the termination hereof.

Preliminary Title Report. Seller has delivered a preliminary Berkshire, at it's sole cost and expense, shall cause Lawyer's Title Insurance Company, or an agent thereof, ("Title Company") to issue and deliver to Berkshire, an A.L.T.A. Form B title report for commitment ("Title Commitment") in the amount of Thirty-Four Million Four Hundred Seventy-Two Thousand Two Hundred Twenty and No/100 Dollars ($34,472,220.00), accompanied by one copy of all documents affecting the CRLP Property and which constitute exceptions to Buyer and Seller the Title Commitment. Berkshire shall give CRLP written notice (the "PTRTitle Notice"). Buyer shall until 5:00 p.m. Pacific Time ) on December 21or before the expiration of the Due Diligence Period, 2012 whether such title is or is not acceptable to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported in the PTRBerkshire. In the event Buyer that the condition of title is not acceptable to Berkshire, Berkshire shall give notice of any Disapproved Exception, Seller state in the Title Notice which exceptions to the Title Commitment are unacceptable and CRLP shall have three (3) Business Days after receipt of such notice use good faith efforts to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exceptioneliminate those exceptions as set forth below; provided, however, that Seller at Closing, CRLP shall cure any Disapproved Exception which is a deed of trust encumbering the Property be obligated to satisfy and any delinquent property taxes or assessments. Seller shall keep the Property free remove all mortgages and clear of all other monetary liens as to the CRLP Property. Upon receipt of the Title Notice, CRLP shall use good faith efforts to eliminate or modify all unacceptable matters to the reasonable satisfaction of Berkshire. Berkshire may at any time waive in writing its objection to title and encumbrances not reflected in accept title to the PTR, except for current real property taxesCRLP Property subject to the exceptions objected to by Berkshire. In the event Seller elects Berkshire does not waive its objections (as set forth in the Title Notice) and if CRLP is unwilling or is deemed unable, upon exercise of due diligence, to elect not to cure or insure over any Disapproved Exceptionremove the matters within thirty (30) days after receipt of the Title Notice, Buyer shall have the Berkshire may, at its option at any time prior (I) accept title subject to the end of the Feasibility Period to terminate objections raised by Berkshire, in which event said objection(s) shall be deemed waived for all purposes, or (ii) rescind this Agreement, whereupon this Agreement by notice shall terminate and all Exxxxxx Money with interest shall be returned to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereofboth parties.

Preliminary Title Report. Within five (5) days following the Effective Date, Seller has will cause to be issued and delivered to Buyer (i) a preliminary title report for (the " Title Report"), issued by the Title Company, together with copies of the documents referenced therein which create exceptions to title to the Property to and (ii) a survey ("Survey") of the Property. Buyer and Seller shall have a period (the "PTRTitle Period"). Buyer shall until 5:00 p.m. Pacific Time , expiring five (5) days following the date on December 21which the later of the Survey or Title Report is delivered to it, 2012 in which to notify advise Seller and Title Company what in writing of those exceptions to title to the Property as shown thereon, if any, are unacceptable on the Title Report and/or any matter reflected in the Survey to which Buyer objects. Any exception to title shown in the Title Report and/or any matter reflected in the Survey to which Buyer does not specifically object ("Disapproved Exceptions"). Buyer's failure to deliver by delivering written notice to Seller written notice of any Disapproved Exceptions within such time period Title Period specifying the objected exception) shall be deemed approval to have been approved by Buyer of all exceptions to title reported in the PTRBuyer. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not no obligation to cure or insure over such Disapproved Exception; provided, however, that Seller shall attempt to cure any Disapproved Exception which is a deed of trust encumbering Buyer's objections to the Property and any delinquent property taxes Title Report or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxesSurvey. In the event Seller elects is unable or unwilling to so cure any of Buyer's title or Survey objections, if any, Seller shall so notify Buyer in writing within three (3) days following the timely delivery to Seller of Buyer's list of objections to the title to the Property. Thereafter, Buyer may, at its option, exercised by delivering written notice to Seller within three (3) days following the date Seller delivers written notice to Buyer that Seller is unable or unwilling to cure such title objections, (i) accept title to the Property subject to the uncured objections in the Title Report and Survey raised by Buyer as permitted hereby, without an adjustment in the Purchase Price, in which event said uncured objections shall be deemed to be waived for all purposes and such uncured items shall be deemed approved by Buyer or (ii) terminate this Agreement, in which event the Deposit shall be returned to Buyer by the Title Company and this Agreement shall be of no further force or effect, except for the indemnification obligations contained in Sections 2.1 and 6.1 and the rights contained in Section 9.2 which shall survive the Closing and, if the purchase and sale contemplated hereunder is not consummated, any termination of this Agreement. If Buyer fails to give such written notice to Seller within such 3-day period, Buyer shall be deemed to have elected option (i) above. All matters disclosed in the Title Report and in the Survey which Buyer either approves or is deemed to elect not have approved are herein referred to cure or insure over any Disapproved Exception, Buyer shall have as the option at any time prior to the end of the Feasibility Period to terminate this Agreement by notice to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereof"Permitted Exceptions."

Preliminary Title Report. Seller has delivered Buyer may, at its cost and expense, obtain a preliminary title report for insurance commitment (“Title Commitment”) from the Escrow Agent, accompanied by one copy of all documents affecting the Property and which constitute exceptions to Buyer the Title Commitment. Notwithstanding anything to the contrary contained herein, the Property shall not be subject to any (i) mortgage, deed to secure debt, deed of trust, security agreement, judgment, lien or claim of lien, or any other title exception or defect that is monetary in nature, Seller hereby agreeing to pay and satisfy of record any such title defects or exceptions prior to or at Closing at Seller’s expense (provided that said title defects or exceptions were entered into or caused by Seller), or (ii) any leases, rental agreements or other rights of occupancy of any kind, whether written or oral, Seller hereby agreeing to terminate any such occupancy agreements prior to or at Closing at Seller’s expense (the "PTR"provided that such occupancy agreements were entered into by Seller). As to any other title matters not covered by the preceding sentence, such as easements or restrictions, and as to matters of survey, Buyer shall have until 5:00 p.m. Pacific Time on December 21, 2012 the end of the Inspection Period to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to give Seller written notice on or before the expiration of any Disapproved Exceptions within such time period shall be deemed approval by Buyer the Inspection Period, that the condition of all exceptions to title reported as set forth in the PTRTitle Commitment and the survey is or is not satisfactory, in Buyer’s sole discretion. In the event that the condition of title is not acceptable (including, without limitation, any matters listed on Schedule 5.01), Buyer shall give notice of any Disapproved Exception, state which exceptions to the Title Commitment are not acceptable and Seller shall have three (3) Business Days after receipt of such notice undertake to notify Buyer and Escrow Holder either (1) that Seller will eliminate or cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exceptionsaid objections; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property and any delinquent property taxes or assessmentsfrom the sale proceeds. Seller shall, at its sole cost and expense, promptly undertake and use its good faith efforts to eliminate or modify all unacceptable matters to the reasonable satisfaction of Buyer; provided, however, that in no event shall keep the Property free and clear of all monetary liens and encumbrances not reflected Seller be obligated to eliminate or modify any matter identified on Schedule 5.01 hereto or spend more than $12,500.00 in the PTR, except for current real property taxesaggregate to eliminate or modify any unacceptable matters. In the event Seller elects is unwilling or unable to satisfy all of said objections prior to Closing, Seller shall notify Buyer of same within ten (10) days after receipt of Buyer's notice of its objections (the “Seller Title Notice”), and Buyer shall, at its option, elect by written notice delivered to Seller on or before the date which is ten (10) days after receipt of the Seller Title Notice to: (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event said objections shall be deemed to be waived for all purposes; or (ii) rescind this Agreement, whereupon the Deposit, less One Hundred Dollars ($100.00) which shall be paid to Seller as consideration for entering into this Agreement, shall be immediately returned to Buyer, and this Agreement shall be of no further force and effect, except as otherwise set forth herein. Notwithstanding any of the provisions of this Section 2.01 to the contrary, if Buyer fails to notify Seller that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptable to elect Buyer. From and after the date of this Agreement, Seller shall not to cure modify, change or insure over any Disapproved Exception, Buyer shall have alter the option at any time prior state of title to the end of the Feasibility Period to terminate this Agreement by notice to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereofProperty without Buyer's prior written consent.

Preliminary Title Report. Seller has delivered During the Due Diligence Period, the Purchaser, at the Seller's expense, shall cause an examination of title to the Property to be made and a preliminary title report for the Property to Buyer and Seller be issued (the "PTRPRELIMINARY TITLE REPORT"). Buyer shall until 5:00 p.m. Pacific Time on December 21, 2012 to notify Seller and Title Company what exceptions to title shown thereonand, if any, are unacceptable to Buyer not later than the earlier of ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported in the PTR. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3i) Business Days 15 days after receipt of the completed Survey or (ii) the expiration date of the Due Diligence Period, shall notify the Seller of any defects in title shown by such notice examination or by the Survey that the Purchaser is unwilling to accept by delivering a written memorandum outlining such defects in title, or a pro forma copy of the Preliminary Title Report that reflects such unacceptable defects in title, which shall be designated as the Title Objections. The Purchaser agrees that UCC financing statements securing only debt in the maximum amount of $400,000 payable to Mercantile Bank, 000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx in connection with the purchase of golf carts shall constitute a Permitted Title Exception. Within ten (10) days after such notification, the Seller shall notify Buyer the Purchaser whether the Seller is willing to cure such defects. If the Seller is willing to cure such defects, the Seller shall act promptly and Escrow Holder either diligently to cure such defects at its expense. If any defects in title consist of mortgages, deeds of trust, construction or mechanics Liens, tax Liens or other Liens, in a liquidated sum or capable of computation as a liquidated sum, then, to that extent, and notwithstanding the foregoing, the Seller shall be obligated to pay and discharge such defects at Closing whether or not such title defects are referenced in the Purchaser's written memorandum, and a failure to do so shall constitute a default by the Seller hereunder. For such purposes, the Seller may use all or a portion of the Purchase Price. If the Seller is unable to cure any other defects by Closing, after having attempted to do so diligently and in good faith, the Purchaser shall elect (1) that Seller will cure or insure over to waive such Disapproved Exception; defects and proceed to Closing without any abatement in the Purchase Price, or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to the end of the Feasibility Period to terminate this Agreement Agreement. The Seller shall not, after the date of this Agreement, subject the Property or any portion thereof, or permit the Property or any portion thereof to be subjected, to any Liens, leases, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Purchaser's prior written consent which may be withheld in the Purchaser's sole and absolute discretion, except the transfer of sewer lines and roads as set forth in SCHEDULE 2.2(d) which shall be subject to the Purchaser's reasonable approval. All title matters revealed by notice the Purchaser's title examination during the Due Diligence Period and not objected to Seller and Escrow Holder by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, except as provided in the second preceding sentence, the Purchaser shall not be required to that effect, and no party shall have take title to the Property subject to any further rights or obligations under this Agreement except those matters which by their terms, survive may arise subsequent to its examination of title to the termination hereofProperty made during the Due Diligence Period.

Preliminary Title Report. Within ten (10) days from the ------------------------ Commencement Date, Seller has delivered shall order and deliver to Purchaser a preliminary title report for from Commonwealth Land Title Company which shall be accompanied by all underlying documents of record (the Property preliminary title report and underlying documents being collectively referred to Buyer and Seller (as the "PTR") which shall reflect the condition of title to the Property as of a date not earlier than the Commencement Date. If Purchaser does not receive the PTR within the 10-day period, all time frames identified below as a condition of purchase and the date for Close of Escrow shall be extended by the same number of days the receipt of the PTR is delayed, up to a maximum of seven (7) days, at which xxxx Xxxxxx shall be deemed in default of its obligations under this Article 3(b). Buyer Purchaser shall until 5:00 p.m. Pacific Time have fifteen (15) days after receipt of the PTR within which to approve or send written objection to any item, exception, or condition shown on December 21, 2012 the PTR other than current taxes. Those items not objected to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions in writing within such time the 15-day period shall be deemed approval approved by Buyer of all exceptions to title reported Purchaser. If Purchaser disapproves in the PTR. In the event Buyer shall give notice writing of any Disapproved Exceptionitems, exceptions or conditions shown on the PTR within the 15-day period, Seller shall have three seven (37) Business Days after receipt days from the date of any such notice in which to notify Buyer and Escrow Holder either (1) that Seller will cure cause the same to be removed, or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice otherwise satisfy Purchaser with respect to a Disapproved Exception shall constitute an election not the same. If Seller is unable to cure or insure over remove all disapproved items from the PTR within such Disapproved Exception; providedtime frame, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering Purchaser may either (i) waive its objections and accept title to the Property and any delinquent property taxes in its then-current condition, or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to the end of the Feasibility Period to (ii) terminate this Agreement by giving notice to Seller and (with a copy to Escrow Holder) within five (5) days of Seller notifying Purchaser that it is unable to cure or remove such items. If Purchaser duly exercises its right of termination under this section then Escrow Holder shall return the Deposit to that effect, and no party shall have any further rights or obligations Purchaser as Purchaser's sole remedy. If Purchaser fails to exercise its right of termination under this Agreement except those which by their termssection, survive then Purchaser shall be required to accept any and all uncured title defects and lack of insurability, without postponement of the termination hereofClosing Date or reduction in the Purchase Price and without any claim against Seller on account thereof.

Preliminary Title Report. (a) Within two (2) days following the Opening of Escrow, Seller has delivered shall provide Buyer a preliminary copy of its existing title report insurance policy, exception documents and survey, and within twelve (12) days following the Opening of Escrow, Buyer will have prepared a Preliminary Title Report/Commitment for owners title insurance for the Property showing all liens, encumbrances and other matters affecting the title to Buyer and Seller the Property (the "PTR")“Title Report”) and will provide a copy thereof together with legible copies of the documents shown as title exceptions or requirements therein to Seller. Buyer shall until 5:00 p.m. Pacific Time on December 21have ten (10) days following receipt of the Title Report to object, 2012 to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). in Buyer's failure sole and absolute discretion, to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported other items contained in the PTRTitle Report. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to until the end of the Feasibility Review Period to terminate object to any items contained in the Survey (as that term is defined in Section 3.2). Should Buyer object to any provisions contained therein, Seller shall, within five (5) days of the receipt of any such objections, advise Buyer of which title objections it will cure. Thereafter, prior to the later of five (5) days following (x) the expiration of the Review Period or (y) receipt of Seller’s title response notice, Buyer may either: (i) reject the Title Report and the Survey, in which case this Agreement by notice to Seller and Escrow Holder to that effectis terminated, and the parties will have no party shall have any further rights or obligations under this Agreement hereunder (except those which by their terms, specifically survive the termination hereofof this Agreement) and the Initial Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey by the placement of the Additional Deposit, which signifies acceptance of the Title Report and Survey. Any cure of title objections which Seller has elected to undertake shall be completed no later than five (5) days prior to the Closing Date. If such cure has not been completed by such time, Buyer may at such time either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the Xxxxxxx Money Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey.

Preliminary Title Report. Seller has delivered Exchangor provided to Buyer a preliminary title report for (revision number 1) ("Preliminary Report") from Western, file number 88358, dated September 23, 2014, evidencing its willingness to issue an owner's policy of title insurance insuring the Property condition of the title to the Property, subject to the exceptions therein set forth. Buyer approved the Preliminary Report; however, given the amount of time that has passed since that date Exchangor accepts that it must provide an updated Preliminary Report to Buyer and Seller (confirming that the "PTR")condition of the title has not changed. Buyer shall until 5:00 p.m. Pacific Time on December 21, 2012 to notify Seller and Title Company Assuming the updated Preliminary Report shows that the condition of the title matches what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported is listed in the PTRSeptember 23, 2014 revision, Buyer will accept a policy of title insurance insuring title as shown therein, and a deed conveying title subject to the special exceptions shown in the Preliminary Report and the matters above set forth. In the event a subsequent Preliminary Report shall disclose exceptions not shown in the Preliminary Report dated September 23, 2014, Buyer shall give notice have five (5) business days after knowledge of such additional exceptions within which to notify Exchangor in writing of Buyer's disapproval of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice new exceptions to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxestitle. In the event Seller elects of such disapproval, Exchangor shall have until the closing date to eliminate any such disapproved exception, or to provide satisfactory evidence that the same will be removed at closing. If Exchangor is deemed unable, or if Exchangor notifies Buyer Exchangor believes it is unable, to elect not eliminate any exception so disapproved, either party may rescind this Agreement upon written notice to cure or insure over any Disapproved Exceptionthe other, given prior to closing. If Buyer shall have give Exchangor such a Notice of Disapproval, and if the option at any time prior to the end same is not remedied as above, and if Exchangor shall thereupon give Buyer a Notice of Rescission, unless Buyer notifies Exchangor within five (5) days after receipt of the Feasibility Period said Notice of Rescission that Buyer elects to terminate waive its prior disapproval, accept title in the condition shown by the most recent report, and proceed to closing, then and in that event the xxxxxxx money shall be returned to Buyer, and all obligations of the parties to proceed with the closing of the transaction, this Agreement by notice to Seller and Escrow Holder to that effectall rights hereunder shall be terminated, and no party Buyer thereafter shall have no interest of any further rights kind or obligations under this Agreement nature in the Property. If Buyer shall waive any such new matter as provided above, rather than cancel the transaction, there shall be no damages and no reduction or abatement of the Exchange Value, except those which by their terms, survive as the termination hereofparties may otherwise expressly agree in writing.

Preliminary Title Report. (a) Within two (2) days following the Opening of Escrow, Seller has delivered shall provide Buyer a preliminary copy of its existing title report insurance policy, exception documents and survey, and within twelve (12) days following the Opening of Escrow, Buyer will have prepared a Preliminary Title Report/Commitment for owners title insurance for the Property Properties showing all liens, encumbrances and other matters affecting the title to Buyer and Seller the Properties (the "PTR")“Title Report”) and will provide a copy thereof together with legible copies of the documents shown as title exceptions or requirements therein to Seller. Buyer shall until 5:00 p.m. Pacific Time on December 21have ten (10) days following issuance of the Title Report to object, 2012 in Buyer’s sole and absolute discretion, to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported other items contained in the PTRTitle Report . In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to until the end of the Feasibility Review Period to terminate object to any items contained in the Survey (as that term is defined in Section 3.2). Should Buyer object to any provisions contained therein, Seller shall, within five (5) days of the receipt of any such objections, advise Buyer of which title objections it will cure. Thereafter, prior to the later of five (5) days following (x) the expiration of the Review Period or (y) receipt of Seller’s title response notice, Buyer may either: (i) reject the Title Report and the Survey, in which case this Agreement by notice to Seller and Escrow Holder to that effectis terminated, and the parties will have no party shall have any further rights or obligations under this Agreement hereunder (except those which by their terms, specifically survive the termination hereofof this Agreement) and the Initial Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey by the placement of the Additional Deposit, which signifies acceptance of the Title Report and Survey. Any cure of title objections which Seller has elected to undertake shall be completed no later than five (5) days prior to the Closing Date. If such cure has not been completed by such time, Buyer may at such time either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the Xxxxxxx Money Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey.

Preliminary Title Report. Seller has delivered Optionee ordered a preliminary title report Preliminary Title Report for the Property Option Property, dated October 29, 2012, from LandAmerica Lawyer’s Title (“Title Company”) [File No. 412240915], together with legible copies of the documents of record evidencing all title exceptions (collectively, the “Title Report”). Optionee shall have until February 8, 2013, to Buyer notify Optionor and Seller Escrow Holder, in writing, of Optionee’s disapproval of any exceptions shown on the Title Report (the "PTR"“Title Review Period”). Buyer shall until 5:00 p.m. Pacific Time on December 21, 2012 to notify Seller If Optionee does not give Optionor and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller Escrow Holder written notice of any Disapproved Exceptions within such time period disapproval by the end of the Title Review Period, the Title Report and supporting documents shall be deemed approval by Buyer of approved and all exceptions to title reported in therein (other than the PTR. In the event Buyer Deemed Disapproved Exceptions (defined below)) shall give notice of any Disapproved Exception, Seller be deemed “Permitted Exceptions” and this condition shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exceptionbe deemed satisfied; provided, however, that Seller following the expiration of the Title Review Period, if Optionee exercises the Option without disapproval, Optionee shall cure any Disapproved Exception which is a deed take title to the Option Property subject to all encumbrances, rights, restrictions and interests affecting the Option Property shown as exceptions in the Title Report, except that Optionor shall remove, at or before the Close of trust encumbering Escrow, and shall cause the Option Property and any delinquent property taxes or assessments. Seller shall keep the Property to be delivered free and clear of, any deeds of all trusts, mortgages, mechanics’ liens and/or other monetary liens (except non-delinquent taxes and encumbrances assessments) encumbering the Option Property, and not reflected in created, caused or consented to by Optionee (collectively, the PTR, except for current real property taxes“Deemed Disapproved Exceptions”). In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer Optionee shall have the option at any time right, prior to the end Close of Escrow, to disapprove any title exceptions reflected on any supplement to the Feasibility Period Title Report issued by the Title Company (the “New Exceptions”), except to terminate the extent the New Exceptions arise or result from the activities of Optionee or Optionee’s agents. [*] Certain information in this Agreement by notice document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereofomitted portions.

Preliminary Title Report. Seller has delivered Within twenty-one (21) days after execution of this Lease by Landlord and Tenant, Landlord, at Landlord's expense, shall cause a preliminary title report for insurance company mutually acceptable to the Property parties through JOHNSON, BLAKELY, POPE, BOKOR, RUPPXX & XURNX, X.A., its agent ("Title Company") to Buyer issue and Seller deliver to Tenant and A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one copy of all documents affecting the "PTR"). Buyer shall until 5:00 p.m. Pacific Time on December 21Property, 2012 to notify Seller and Title Company what which constitute exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions")the Title Commitment. Buyer's failure to deliver to Seller Tenant shall give Landlord written notice on or before the expiration of any Disapproved Exceptions within such time period the later of (i) fifteen (15) days after Tenant's receipt of the Title Commitment or (ii) fifteen (15) days after Tenant's receipt of the survey provided for below, that the condition of title as set forth in the Title Commitment and survey is or is not satisfactory, in Tenant's reasonable judgment. Any condition, defect or other circumstance which renders title unmarketable of record shall be deemed approval by Buyer sufficient grounds for Tenant to reasonably object to the condition of all exceptions to title reported in the PTRtitle. In the event Buyer that the condition of title is not acceptable, Tenant shall give notice of any Disapproved Exception, Seller state which exceptions to the Title Commitment are unacceptable and Landlord shall have three (3) Business Days after receipt of undertake to eliminate such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exceptionexceptions as set forth below; provided, however, that Seller at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Landlord shall, at his sole cost and expense not to exceed $1,000.00, promptly undertake and use due diligence to eliminate or modify all unacceptable matters to the reasonable satisfaction of Tenant, but in no event shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxesLandlord be required to file suit. In the event Seller elects Landlord is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after the notice, Tenant may, at its option, (i) accept title subject to the objections raised by Tenant, without an adjustment in the Lease rent or Purchase Price, in which event the objections shall be deemed to be waived for all purposes, or (ii) terminate this Lease and rescind this Option and this Agreement shall be of no further force and effect. Notwithstanding any of the provisions of this Section 42.1 to the contrary, if Tenant fails timely to notify Landlord that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties agree that the condition of title shall be deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to the end of the Feasibility Period to terminate this Agreement by notice to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereofacceptable.

Preliminary Title Report. (a) Within two (2) days following the Opening of Escrow, Seller has delivered shall provide Buyer a preliminary copy of its existing title report insurance policy, exception documents and survey, and within twelve (12) days following the Opening of Escrow, Buyer will have prepared a Preliminary Title Report/Commitment for owners title insurance for the Property Properties showing all liens, encumbrances and other matters affecting the title to Buyer the Properties (collectively, the “Title Report”) and Seller (will provide a copy thereof together with legible copies of the "PTR")documents shown as title exceptions or requirements therein to Buyer. Buyer shall until 5:00 p.m. Pacific Time on December 21have ten (10) days following receipt of the Title Report to object, 2012 in Buyer’s sole and absolute discretion, to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported other items contained in the PTR. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Title Report .. Buyer shall have the option at any time prior to until the end of the Feasibility Review Period to terminate object to any items contained in the Survey (as that term is defined in Section 3.2). Should Buyer object to any provisions contained therein, Seller shall, within five (5) days of the receipt of any such objections, advise Buyer of which title objections it will cure. Thereafter, prior to the later of five (5) days following (x) the expiration of the Review Period or (y) receipt of Seller’s title response notice, Buyer may either: (i) reject the Title Report and the Survey, in which case this Agreement by notice to Seller and Escrow Holder to that effectis terminated, and the parties will have no party shall have any further rights or obligations under this Agreement hereunder (except those which by their terms, specifically survive the termination hereofof this Agreement) and the Initial Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey by the placement of the Additional Deposit, which signifies acceptance of the Title Report and Survey. Any cure of title objections which Seller has elected to undertake shall be completed no later than five (5) days prior to the Closing Date. If such cure has not been completed by such time, Buyer may at such time either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the Xxxxxxx Money Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey.

Preliminary Title Report. Seller has delivered Within five (5) business days following the Opening of Escrow, Purchasers shall order at Purchasers’ expense a preliminary title report for or title commitment issued by LandAmerica Title (the Property to Buyer and Seller “Title Company”), describing the state of title of the Property, together with copies of all exceptions specified therein (the "PTRPreliminary Title Report"). Buyer Purchasers shall until 5:00 p.m. Pacific Time on December 21arrange for co-insurance to be issued by New York Land Services, 2012 Inc in an amount equal to fifty (50%) percent of the title insurance being purchased by Purchasers at Closing. A duplicate copy of such Preliminary Title Report shall be furnished by Purchasers to Sellers. Purchasers shall notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer Sellers in writing ("Disapproved ExceptionsPurchasers’ Title Objection Notice") of any objections Purchasers may have to the title exceptions contained in the Preliminary Title Report on or before the expiration of the Due Diligence Period (the "Title Review Period"); provided, however Purchasers shall not have the right to object to any of the following: (a) any lien to secure payment of real estate taxes and/or annual service charges payable under the Xxx-Xxxxx Agreement, not delinquent, (b) the rights of the tenants (as tenants only) under the Leases, Ground Lease and Building Lease and (c) all applicable laws, ordinances, rules and governmental regulations (including, without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property. Buyer's failure Sellers shall have a period of ten (10) days after receipt of Purchasers’ Title Objection Notice in which to deliver to Seller written notice to Purchasers ("Sellers’ Title Notice") of Sellers’ election to either (i) agree to have such objectionable items removed prior to the Close of Escrow, or (ii) decline to remove any Disapproved Exceptions such title exceptions; provided, however, Sellers shall be obligated to (a) remove all consensual monetary liens and (b) non-consensual monetary liens that can be removed by the payment of a liquidated sum, provided, however, Sellers shall not be required to expend more than Two Million ($2,000,000) Dollars in the aggregate to remove all non-consensual monetary liens. If Sellers notify Purchasers of their election to not remove the objectionable items (subject to clauses (a) and (b) in the preceding sentence), Purchasers shall, by written notice delivered to Sellers within five (5) days after Purchasers’ receipt of Sellers' Title Notice, elect to either (x) withdraw such title objections and agree to proceed with the purchase of the Aggregate Partnership Interests without any reduction in the Purchase Price or (y) to terminate Escrow and this Agreement due to Sellers’ refusal to remove such objectionable items and promptly following such termination the parties shall direct the Escrow Holder to return the Deposit to Purchasers and the parties shall be released from any further obligations hereunder (except for those obligations that expressly survive termination of this Agreement). If Purchasers fail to deliver a notice to Sellers within such time period five (5) day period, Purchasers shall be deemed approval to have elected the option set forth in clause (x) of the preceding sentence. Sellers’ failure or refusal to remove such objectionable items or any non-consensual monetary liens that are in excess of the above-referenced Two Million Dollars cap shall be deemed not to be a willful or intentional default by Buyer of all exceptions to title reported in Sellers. Upon the PTR. In the event Buyer shall give notice issuance of any Disapproved Exceptionamendment or supplement to the Preliminary Title Report which adds additional exceptions, Seller the foregoing right of review and approval shall have three also apply to said amendment or supplement (3provided that the period for Purchasers to review such amendment or supplement shall be the later of the expiration of the Title Review Period or ten (10) Business Days days from receipt of the amendment or supplement and the period for Sellers to respond to Purchasers’ Title Notice shall be 5 business days after receipt of such notice notice) and Close of Escrow shall be deemed extended by the amount of time necessary to notify Buyer allow such review and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exceptionapproval in the time and manner set forth above; provided, however, that Seller in no event shall cure any Disapproved Exception which is the Close of Escrow be extended as a deed result of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected such delay for more than fifteen (15) business days in the PTR, except for current real property taxesaggregate. In connection with Purchasers obtaining a non-imputation endorsement from the event Seller elects or is deemed Title Company, Sellers agree to elect not to cure or insure over any Disapproved Exception, Buyer shall have execute an affidavit in the option at any time prior to the end of the Feasibility Period to terminate this Agreement by notice to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereof.form attached hereto as Exhibit K.

Preliminary Title Report. Seller has delivered Within five (5) Business Days after the Opening of Escrow, the Title Company shall deliver a current preliminary title report for the Property Land to Buyer Buyer, together with legible copies of all documents referred to therein and Seller a plot of locatable exceptions (the "PTR"). Buyer shall until 5:00 p.m. Pacific Time on December 21Title Report, 2012 together with such documents and plot, may be referred to notify Seller and herein collectively as the “Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"Documents”). Buyer's ’s failure to deliver approve or disapprove the Title Documents or any items disclosed on any survey by delivery of written notice (“Buyer’s Title Notice”) thereof to Seller written and Escrow Holder before the expiration of the Feasibility Period, shall be deemed Buyer’s approval thereof, provided that any monetary lien other than non- delinquent property taxes and assessments, shall automatically be deemed a Disapproved Exception (as defined below), whether or not Buyer provides notice of disapproval of same, that Seller shall be obligated to cure on or before the Closing. If Buyer disapproves any of the Title Documents or items disclosed on any survey, Buyer shall specify which Title Documents or survey issues are disapproved (the “Disapproved Exceptions”) prior to the expiration of the Feasibility Period. If Buyer timely notifies Seller in writing of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported in the PTR. In the event Buyer shall give notice of any Disapproved ExceptionExceptions, then Seller shall have three five (35) Business Days after receipt of such notice Buyer’s Title Notice to notify Buyer and Escrow Holder either (1i) that Seller will cure or insure over remove such Disapproved ExceptionException(s) from title on or before the Closing Date; or (2ii) that Seller will elects in its sole discretion not cure or insure over to cause such Disapproved ExceptionException(s) to be removed. Seller's ’s failure to give provide such notice with respect notification to a Disapproved Exception Buyer shall constitute an be deemed to be Seller’s election not to cure or insure over cause such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessmentsException(s) to be removed. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event If Seller elects (or is deemed to elect have elected) not to cure or insure over remove any Disapproved Exception, Buyer shall have then notwithstanding the option at any time prior to the end expiration of the Feasibility Period Period, Buyer may, by written notice to Seller delivered within five (5) Business Days thereafter, in its sole discretion, elect to waive its objection and proceed with the Closing or terminate this Agreement. Buyer’s failure to provide written notice of its election to terminate this Agreement by notice within such five (5) Business Day period shall be deemed Buyer’s election to Seller proceed with the Closing and Escrow Holder waive its objection to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereofsuch Disapproved Exceptions.

Preliminary Title Report. Seller has delivered shall deliver, or cause Escrow Holder to deliver, to Buyer a current preliminary title report for (“Title Report”) showing the Property to Buyer state of the title of the Property, and Seller (the "PTR")underlying title exceptions referenced in the Title Report. Buyer shall have until 5:00 p.m. Pacific Time on December 21, 2012 forty-five (45) days following the Effective Date of this Agreement to notify Seller and Seller, in writing, of Buyer’s objection to any exceptions contained in the Title Company what exceptions Report (hereinafter referred to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"as “Title Defects”). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions If Buyer does not approve or disapprove such Title Report in writing within such time forty-five (45) day period referred to in the immediately preceding sentence, then Buyer shall be deemed approval to have approved all of the title exceptions set forth in the Title Report. Upon receipt of notification of any Title Defects by Buyer of all exceptions within the forty-five (45) day period referred to title reported in the PTR. In the event Buyer shall give notice of any Disapproved Exceptionabove, Seller shall have three ten (310) Business Days after receipt of such days within which to elect, by written notice to notify Buyer, to remove or delete from the title to be conveyed to Buyer and Escrow Holder either (1) that any Title Defects objected to by Buyer. If Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not so elects to cure or insure over such Disapproved Exception; providedTitle Defects, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering remove the Property and any delinquent property taxes same from record title at Seller’s expense at or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to the end close of escrow and such Title Defects shall not constitute Approved Exceptions (defined below). If Seller does not elect to cure such Title Defects, Seller shall notify Buyer thereof in writing within said ten (10) day period, and Buyer may elect by giving written notice to Seller on or before the expiration of the Feasibility Period referred to below to either waive its objections and proceed with the purchase of the Property pursuant to the terms of this Agreement or terminate this Agreement and all of its obligations, in which event Buyer shall be entitled to the immediate return of Buyer’s Deposits and all interest accrued thereon while in escrow. If Buyer fails to make such election prior to the expiration of the Feasibility Period, then Buyer shall be deemed to have elected not to terminate this Agreement by notice as provided in the immediately preceding sentence. The preceding to the contrary notwithstanding, Seller hereby agrees that on or before the Closing under this Agreement, Seller shall remove, or cause to be removed, from the condition of title to the Property, at no cost to Buyer, all deeds of trust and Escrow Holder other monetary liens (other than non-delinquent real property taxes and assessments) affecting the Property, or any portion thereof. Without having to object in writing to the same during the forty-five (45) day title objection period set forth above, Seller acknowledges that effectBuyer objects to any and all deeds of trust or mortgages affecting the Property, and no party Seller agrees to cause the same to be removed from title to the Property on or prior to the close of escrow hereunder and the same shall have any further rights or obligations under not be Approved Exceptions. For purposes of this Agreement except Agreement, the term “Approved Exceptions” shall mean those title exceptions applicable to the Property which are accepted by their terms, survive Buyer in accordance with the termination hereofterms of this Section 4.1.1.

Preliminary Title Report. Seller Buyer has delivered obtained a preliminary title report for from the Property Title Company, dated X identified as File No: X, showing the condition of title to Buyer and Seller the Property, together with copies (or links to online copies if the "PTR"report is furnished in digital form) of all exceptions listed therein (“Title Report”). Buyer shall until 5:00 p.m. Pacific Time on December 21, 2012 will have thirty (30) days from the Effective Date to review the Title Report and to notify Seller and in writing of Buyer’s disapproval of any special exceptions shown in the Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer Report ("Disapproved “Unacceptable Exceptions"”). Buyer's failure Those exceptions Buyer does not object to deliver are referred to Seller written notice as the “Permitted Exceptions”, except that mortgages, delinquent taxes or other financial obligations secured by the Property are Unacceptable Exceptions even without express objection by the Buyer unless the holder of any Disapproved Exceptions within such time period shall be deemed approval the monetary lien or financial obligation secured by Buyer of all exceptions to title reported in the PTR. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either Property (1) that Seller will cure enters into a subordination or insure over such Disapproved Exception; or consent agreement in which it consents to the further encumbrance of the Property by the Easement and (2) agrees that Seller will the Easement shall survive any sale or other execution upon the monetary lien or financial obligation and that the holder of the Easement shall be entitled to receive a percentage share of any proceeds following any event terminating the Easement, including but not cure limited to condemnation or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessmentsother taking. Seller shall keep has fifteen (15) days after receiving written notice from Buyer of any Unacceptable Exceptions to either remove the Property free and clear exceptions or provide Buyer with reasonable assurances of all monetary liens and encumbrances the manner in which the exceptions will be removed on or before the Closing Date (the “Seller Assurance Period”). If Seller does not reflected in remove the PTR, except for current real property taxesUnacceptable Exceptions on or before the Closing Date subject to Buyer’s right to terminate the Agreement. In If Seller does not remove the event exceptions or provide Buyer with such assurances within the Seller elects or is deemed to elect not to cure or insure over any Disapproved ExceptionAssurance Period, Buyer shall have may terminate this Agreement by providing written notice to Seller within ten (10) days after expiration of the option at any time prior Seller Assurance Period. Upon termination of this Agreement under this paragraph, the Xxxxxxx Money will be promptly refunded to the end of the Feasibility Period Buyer. If Buyer does not elect to terminate this Agreement by notice to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which Section 4.1, Seller’s failure to deliver such notice shall be deemed to mean that Seller will remove the Unacceptable Exceptions on or before the Closing Date. Should the Title Company inform Buyer of any new title exceptions not appearing on the Title Report, such new exceptions shall be deemed Unacceptable Exceptions and Seller must remove the new exceptions on or before the Closing Date unless specifically accepted in writing by their terms, survive the termination hereofBuyer.

Preliminary Title Report. Seller has delivered a preliminary title report for Within sixty (60) days after the Property date hereof, Seller, at Seller's expense, shall cause Escrow Agent ("Title Company") to issue and deliver to Buyer an A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one copy of all documents affecting the Property, and Seller (which constitute exceptions to the "PTR")Title Commitment. Buyer shall until 5:00 p.m. Pacific Time on December 21, 2012 to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to give Seller written notice on or before the expiration of any Disapproved Exceptions within such time period shall be deemed approval by Buyer the later of all exceptions to (i) sixty (60) days after Xxxxx's receipt of the Title Commitment or (ii) thirty (30) days after Xxxxx's receipt of the survey provided for below, that the condition of title reported as set forth in the PTRTitle Commitment and survey is or is not satisfactory, in Xxxxx's sole discretion. In the event that the condition of title is not acceptable, Buyer shall give notice of any Disapproved Exception, state which exceptions to the Title Commitment are unacceptable and Seller shall have three (3) Business Days after receipt of undertake to eliminate such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exceptionexceptions as set forth below; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering at Closing, mortgages may be satisfied or the Property and any delinquent property taxes or assessmentsliens thereof partially released as the case may be, as to the Property. Seller shall keep shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the Property free and clear sole satisfaction of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxesBuyer. In the event Seller elects is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections shall be deemed to be waived for all purposes, (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no further force and effect. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if Xxxxx fails to notify Seller that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to the end of the Feasibility Period to terminate this Agreement by notice to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereofacceptable.

Preliminary Title Report. Seller has delivered a preliminary shall cause the Escrow Agent, as agent for [TITLE COMPANY NAME] (in its capacity as title report for insurer, “Title Company”) to issue and deliver to Purchaser within ten (10) days from the Property execution of this Contract, an ALTA title commitment (on ALTA Form 2006 or the then-current ALTA form) (“Title Commitment”) in the amount of the Purchase Price, accompanied by copies of all documents constituting exceptions to Buyer and the Title Commitment. Within thirty (30) days after the Effective Date, Purchaser shall give Seller written notice (the "PTR"). Buyer shall until 5:00 p.m. Pacific Time “Title Notice”) of any objectionable items found in the Title Commitment or shown on December 21the Survey, 2012 to notify Seller and Title Company what exceptions to title shown thereonas defined below (collectively, if any, are unacceptable to Buyer ("Disapproved Exceptions"the “Title Objections”). Buyer's failure Within five (5) days of receipt of the Title Notice, Seller shall provide Purchaser with a response indicating whether it has elected to deliver eliminate or modify the Title Objections to the reasonable satisfaction of Purchaser; if Seller written notice of any Disapproved Exceptions within does not provide such time period notice, Seller shall be deemed approval by Buyer of all exceptions to title reported in the PTR. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election elected not to cure or insure over such Disapproved ExceptionTitle Objections. Seller shall be under no obligation to cure any Title Objection; provided, however, that Seller shall cure satisfy (i) any Disapproved Exception which is a lien, money charge, judgment, deed of trust encumbering trust, mortgage or other encumbrance that can be removed by the payment of a specified sum, (ii) any other title matter that first appears after the date of the Title Commitment that is caused, allowed or consented to by Seller and is not authorized by this Contract, and (iii) any ad valorem taxes or assessments that constitute title exceptions that would be delinquent if unpaid at Closing (collectively, the “Mandatory Cure Items”). Purchaser may at any time waive in writing one or more Title Objections and accept title to the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxessubject thereto. In the event Purchaser does not waive its Title Objections and if Seller elects is unwilling, or is has been deemed to elect not have declined, to cure or insure over any Disapproved Exceptionsuch Title Objections within ten (10) days after receipt of the Title Notice, Buyer shall have then Purchaser may, at its option (i) accept the option at any time prior Property subject to the end of the Feasibility Period Title Objections, which shall be deemed waived for all purposes, or (ii) rescind this Contract, whereupon this Contract shall terminate and all Xxxxxxx Money, together with interest thereon, shall be returned to terminate this Agreement by notice to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereofPurchaser.

Preliminary Title Report. Each Seller has delivered a preliminary title report shall obtain commitments for the issuance of ALTA extended owners title insurance policies by the Title Insurance Company in an amount equal to the amount of the cash payment allocated to its Owned Property and any Leased Property in which such Seller is the lessee under a ground lease, committing to Buyer insure fee simple title to the Owned Property and a leasehold interest in any Leased Property in which such Seller is the lessee under a ground lease, and showing title in the Seller, subject only to the exceptions shown in the title commitments. The costs of such policies shall be borne by Sellers and Purchasers as provided in Section 5.6. Upon receipt of the title commitments and legible copies of all exception documents related therein, Purchasers shall have fifteen (the "PTR"). Buyer shall until 5:00 p.m. Pacific Time on December 21, 2012 to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure 15) days to deliver to Seller written notice objecting to any exceptions set forth in the title commitments. If Purchasers do not notify Sellers prior to the expiration of such fifteen-day period of any Disapproved Exceptions within such time period exceptions that Purchasers have determined are unacceptable, then Purchasers shall be deemed approval to have approved the title commitments, and any exceptions, defects or other matters disclosed by Buyer the title commitments, and Purchasers' rights as provided for in this Section 9.8 shall have been waived. All (i) special exceptions shown in Schedule B of the title commitments which are not the subject of Purchasers' objections; (ii) the standard form stipulations and exclusions referred to in the title insurance policy; (iii) other defects, matters or exceptions arising by reason of any acts of any Purchaser, its employees, agents, contractors or consultants; (iv) property taxes that are a lien against the Real Property but that are not yet delinquent as of the Closing Date; and (v) instruments placed of record at or immediately prior to Closing in accordance with Section 9.19, shall become the "Permitted Exceptions". In addition, Sellers shall deliver customary affidavits sufficient in form and acceptable to Sellers to enable the title insurance company to delete the standard exceptions and shall satisfy the requirements set forth in the title commitments reasonably requested by the title insurance company to issue the title policy in the prescribed form. Purchasers and Sellers shall promptly prepare a Schedule (which will be attached hereto as Schedule 9.8 when in final form) itemizing all exceptions to title reported shown in the PTRtitle commitments which are Permitted Exceptions. In Purchasers shall be obligated to act reasonably and agree not to object to customary easements, restrictions and similar matters which would not materially affect the event Buyer shall give notice operation of any Disapproved Exceptionthe Real Property for its intended use. After receipt of Purchasers' objections to title, Seller the Sellers shall have three 20 days to cure such objections (3or commit to cure such objections at Closing) Business Days or to notify Purchasers in writing that the Sellers are unable to cure such objections (which the Parties agree shall not apply to any Schedule B exceptions that are customarily and reasonably cured by the payment of monies to release or satisfy the exception). Sellers shall use reasonable efforts to cure any such objection. If the Sellers are unable after using their reasonable best efforts to cure any such objections, Purchasers shall have five (5) days after receipt of such Sellers' notice to notify Buyer and Escrow Holder provide written notice to Sellers of Purchasers' election to either (1a) that Seller will cure or insure over accept title to the Real Property subject to such Disapproved item, in which case the objection shall become a Permitted Exception; or (2b) that Seller will not cure or insure over terminate this Agreement as to the affected Real Property, in which event the Purchase Price shall be reduced by the fair market value of such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Real Property and any delinquent property taxes or assessmentsthe business conducted thereon. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected However, if Purchasers elect option (b) in the PTRprevious sentence, except for current real property taxes. In thereby excluding certain Real Property from the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exceptionpurchase hereunder, Buyer Sellers shall have the option at any time prior to the end right, for a period of the Feasibility Period five days thereafter, to terminate this Agreement by providing Purchasers with written notice to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereofthereof.

Preliminary Title Report. Seller has delivered Within five (5) Business Days after the Opening of Escrow, the Title Company shall deliver a current preliminary title report for the Property Land to Buyer Buyer, together with legible copies of all documents referred to therein and Seller a plot of locatable exceptions (the "PTR"). Buyer shall until 5:00 p.m. Pacific Time on December 21Title Report, 2012 together with such documents and plot, may be referred to notify Seller and herein collectively as the “Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"Documents”). Buyer's ’s failure to deliver approve or disapprove the Title Documents or any items disclosed on any survey by delivery of written notice (“ Buyer’s Title Notice”) thereof to Seller written and Escrow Holder before the expiration of the Feasibility Period, shall be deemed Buyer’s approval thereof, provided that any monetary lien other than non- delinquent property taxes and assessments, shall automatically be deemed a Disapproved Exception (as defined below), whether or not Buyer provides notice of disapproval of same, that Seller shall be obligated to cure on or before the Closing. If Buyer disapproves any of the Title Documents or items disclosed on any survey, Buyer shall specify which Title Documents or survey issues are disapproved (the “Disapproved Exceptions”) prior to the expiration of the Feasibility Period. If Buyer timely notifies Seller in writing of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported in the PTR. In the event Buyer shall give notice of any Disapproved ExceptionExceptions, then Seller shall have three five (35) Business Days after receipt of such notice Buyer’s Title Notice to notify Buyer and Escrow Holder either (1i) that Seller will cure or insure over remove such Disapproved ExceptionException(s) from title on or before the Closing Date; or (2ii) that Seller will elects in its sole discretion not cure or insure over to cause such Disapproved ExceptionException(s) to be removed. Seller's ’s failure to give provide such notice with respect notification to a Disapproved Exception Buyer shall constitute an be deemed to be Seller’s election not to cure or insure over cause such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessmentsException(s) to be removed. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event If Seller elects (or is deemed to elect have elected) not to cure or insure over remove any Disapproved Exception, Buyer shall have then notwithstanding the option at any time prior to the end expiration of the Feasibility Period Period, Buyer may, by written notice to Seller delivered within five (5) Business Days thereafter, in its sole discretion, elect to waive its objection and proceed with the Closing or terminate this Agreement. Buyer’s failure to provide written notice of its election to terminate this Agreement by notice within such five (5) Business Day period shall be deemed Buyer’s election to Seller proceed with the Closing and Escrow Holder waive its objection to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereofsuch Disapproved Exceptions.

Preliminary Title Report. Seller has delivered agrees to provide to Buyer, within five (5) business days following the Effective Date, a preliminary title report for the Property to Buyer and Seller (the "PTR"). Buyer shall until 5:00 p.m. Pacific Time on December 21, 2012 to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice copy of any Disapproved Exceptions within such time period shall be deemed approval by Buyer existing title insurance policies which Seller may have in its possession or control covering the Real Property, together with legible copies of all exceptions exception documents referred to title reported in therein. Within ten (10) business days following the PTR. In the event Buyer shall give notice of any Disapproved ExceptionEffective Date, Seller shall have three provide to Buyer a Title Commitment. Prior to the expiration of the Due Diligence Period, Buyer shall notify Seller of any defects in title shown by such examination of the Title Commitment that Buyer in its sole and absolute discretion, is unwilling to accept by delivering a written statement that reflects such unacceptable defects in title, which shall be designated as the Title Objections. Within ten (310) Business Days days after receipt such notification, Seller shall notify Buyer whether Seller is willing to cure such defects. If Seller is willing to cure such defects, Seller shall act promptly and diligently to cure such defects at its expense. If any of such notice defects consist of mortgages, deeds of trust, construction or mechanics, liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to notify that extent, and notwithstanding the foregoing, Seller shall be obligated to pay and discharge such defects at Closing. For such purposes, Seller may use all or a portion of the cash payable by Buyer at Closing to cure such defects. If Seller is unable to cure such defects by Closing, after having attempted to do so diligently and Escrow Holder either in good faith, Buyer shall elect (1) that Seller will cure or insure over to waive such Disapproved Exception; defects and proceed to Closing without any abatement in the Purchase Price, or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exceptionterminate this Agreement; provided, however, however that Buyer may pursue any and all remedies in the event that Seller shall fails to cure any Disapproved Exception defect which is a deed required to cure under the terms of trust encumbering the Property and any delinquent property taxes or assessmentsthis Agreement. Seller shall keep not, after the date of this Agreement, subject the Property free to any liens, encumbrances, leases, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Buyer's prior written consent. All title matters revealed by Xxxxx's title examination and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxesobjected to by Xxxxx as provided above shall be deemed Permitted Title Exceptions. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, If Buyer shall have the option at fail to examine title and notify Seller of any time prior to such Title Objections by the end of the Feasibility Period Due Diligence Period, all such title exceptions (other than those rendering title unmarketable and those that are to terminate this Agreement by notice be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Buyer shall not be required to Seller and Escrow Holder take title to that effect, and no party shall have the Property subject to any further rights or obligations under this Agreement except those matters which by their terms, survive may arise subsequent to the termination hereofeffective date of its examination of title to the Property made during the Due Diligence Period.

Preliminary Title Report. Purchaser shall cause Chicago Title Insurance Company, or an agent thereof, ("Title Company") to issue and deliver to Purchaser and Seller has delivered a preliminary an A.L.T.A. Form B title report for commitment on 1970 form ("Title Commitment") in the amount of the Purchase Price, accompanied by one copy of all documents affecting the Property and which constitute exceptions to Buyer and the Title Commitment ("Recorded Documents"). Purchaser shall give Seller written notice (the "PTRTitle Notice"). Buyer shall until 5:00 p.m. Pacific Time on December 21) within seven (7) days after Purchaser's receipt of the Title Commitment, 2012 the Recorded Documents and the Survey, whether such title is or is not acceptable to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported in the PTRPurchaser. In the event Buyer that the condition of title is not acceptable to Purchaser or if the Title Company is unwilling to issue _____________________ (the "Required Endorsements"), Purchaser shall give notice state in the Title Notice which exceptions to the Title Commitment are unacceptable and which Required Endorsements Title Company is unwilling to issue. Purchaser and Seller shall use good faith efforts to attempt to agree upon a definitive list of any Disapproved Exceptiontitle exceptions acceptable to Purchaser and Seller ("Permitted Exceptions") on or before the expiration of the seven (7) day period following the delivery of the Title Notice. All other exceptions to title shall be "Unpermitted Exceptions." Notwithstanding the foregoing, Seller agrees that liens and other encumbrances for the payment of money of a definite and ascertainable amount which are disclosed by the original Title Commitment other than real estate taxes not yet due and payable and special assessments shall be Unpermitted Exceptions which Seller shall remove on or before Closing. If the parties agree upon a list of Permitted Exceptions, Seller shall have three cause the Title Company to remove all Unpermitted Exceptions and issue the Required Endorsements at the Closing. If the parties cannot agree upon a mutually acceptable list of Permitted Exceptions on or -3- before the expiration of said seven (37) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; providedday period, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer then Purchaser shall have the option at any time prior to the end of the Feasibility Period right to terminate this Agreement by notice to Seller on or before the Closing Date or waive its objections to such title matters. If Purchaser terminates this Agreement in accordance with the terms of this Section 4.A., this Agreement shall become null and Escrow Holder void without further action of the parties and all Xxxxxxx Money, together with any interest accrued thereon, shall be returned to that effectPurchaser, and no neither party shall have any further rights or obligations under this Agreement liability to the other, except those which by their terms, survive the termination hereofas specifically set forth herein.

Preliminary Title Report. Within fifteen (15) days after the Effective Date, Seller has delivered shall deliver to Purchaser a preliminary customary owner’s title report for commitment, together with copies of all instruments listed therein as exceptions to title to the Property Property, issued by Beach Abstract and Guaranty Company, as a local agent of Chicago Title Insurance Company or another title insurance company acceptable to Buyer and Purchaser (the “Title Company”), dated subsequent to the date of this Agreement, showing fee simple title to Seller’s Undivided Interest in the Land to be held by Seller (the "PTR"“Title Commitment”) and subject to the customary terms thereof committing the Title Company to issue to Purchaser upon the Closing a standard policy of title insurance to insure fee simple title to Seller’s Undivided Interest in the Land to Purchaser, in an amount equal to the Purchase Price, subject only to Permitted Exceptions (the “Title Policy”). Buyer It shall until 5:00 p.m. Pacific Time on December 21not be objectionable if the Title Commitment shall show the existence of other liens, 2012 encumbrances or title conditions other than the Permitted Exceptions provided (i) the same are discharged, canceled of record and terminated at or prior to notify Seller Closing by Seller, and (ii) the Title Company what exceptions shall delete same as of the Closing from the Title Commitment and the Title Policy to title shown thereonbe issued pursuant thereto, if any, are unacceptable by endorsement or other manner reasonably acceptable to Buyer ("Disapproved Exceptions")Purchaser. Buyer's failure to deliver to Seller written notice The cost of any Disapproved Exceptions within such time period the Title Commitment and Policy shall be deemed approval paid by Buyer of all exceptions to title reported in the PTR. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, howevernotwithstanding anything herein to the contrary, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time Purchaser terminates this Agreement prior to the end of the Feasibility Period Due Diligence Period, other than because of a title defect or other adverse matter relating to terminate this Agreement the Property or breach by notice to Seller and Escrow Holder to that effectSeller, and no party then the cost of the Title Commitment (i.e., title search fee) shall have any further rights or obligations under this Agreement except those which be paid by their terms, survive the termination hereofPurchaser.

Preliminary Title Report. Seller has delivered ordered (and within ten (10) days after the Effective Date will deliver) to Buyer and its counsel a copy of a preliminary title report for the Property to Buyer and Seller (the "PTRPreliminary Title Report") covering the Property from Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "Title Company"). Buyer shall until 5:00 p.m. Pacific Time on December 21, 2012 to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer together with copies of all exceptions to title reported in the PTRreferenced thereto. In addition, Seller has ordered (and within ten (10) days after the event Effective Date will deliver) to Buyer and its counsel an update of that certain survey of the Property dated July 9, 1997, prepared by Anacal Engineering Co., which survey shall be certified to Buyer and Title Company ("Survey") in accordance with Exhibit "C" attached hereto and made a part hereof. If Buyer shall give fail to deliver written notice ("Title Objection Notice") setting forth those title and survey matters to which Buyer objects on or before the date which is ten (10) days after the date Buyer has received both the Preliminary Title Report and the Survey (the "Title Review Period"), Buyer shall be deemed to have approved the exceptions to title shown on the Preliminary Title Report and the matters disclosed on the Survey. Approval by Buyer of any Disapproved Exceptionadditional exceptions to title or survey matters disclosed after the end of the Title Review Period shall be a condition precedent to Buyer's obligation to purchase the Property. Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, Seller shall have three stating the exceptions so disapproved, on or before the sooner to occur of five (35) Business Days business days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions or survey matters. If for any reason, on or before the Closing Date Seller does not cause such exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), unless Buyer elects to waive any such objections by delivering written notice of such waiver to notify Seller on or before the Closing Date, the obligation of Seller to sell, and Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; providedbuy, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property as herein provided shall terminate (and any delinquent property taxes or assessmentsSeller and Buyer shall have no further obligations in connection herewith). Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to waive the end of the Feasibility Period to terminate condition precedent set forth in this Agreement paragraph 4A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report which are not timely objected to by Buyer, are herein called the "Permitted Exceptions". The term "Permitted Exceptions" shall additionally include (i) any title matters objected to by Buyer, which objections are subsequently waived in writing by Buyer, and (ii) any title matters objected to by Buyer, which objections are cured to Buyer's satisfaction. Notwithstanding the foregoing to the contrary, Seller shall be obligated to eliminate at or prior to "Closing" (as hereinafter defined) all liens in the nature of (x) a mechanics' or materialmans' lien created as a result of a direct contract entered into by Seller (or its agents), (y) a deed of trust or mortgage created by Seller and Escrow Holder (z) a tax or judgment lien against Seller. In the event that Seller fails to eliminate a lien that effectSeller is obligated to eliminate in accordance with the immediately preceding sentence, and no party Buyer shall have any further rights or obligations under this Agreement except those which by their terms, survive receive at Closing a credit against the termination hereofPurchase Price in an amount equal to the amount of the lien that Seller has failed to so eliminate.

Preliminary Title Report. Seller has delivered CHICAGO TITLE COMPANY PRELIMINARY REPORT In response to the application for a preliminary policy of title insurance referenced herein, Chicago Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or portion of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner’s Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are available from the office which issued this report. This report (and any supplements or amendments hereto) is issued solely for the Property to Buyer purpose of facilitating the issuance of a policy of title insurance and Seller (the "PTR")no liability is assumed hereby. Buyer shall until 5:00 p.m. Pacific Time on December 21, 2012 to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall If it is desired that liability be deemed approval by Buyer of all exceptions to title reported in the PTR. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time assumed prior to the end issuance of a policy of title insurance, a Binder or Commitment should be requested. The policy(s) of title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company, a Nebraska corporation. Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the Feasibility Period title insurance policy and should be carefully considered. It is important to terminate note that this Agreement preliminary report is not a written representation as to the condition of title and may not list all liens, defects and encumbrances affecting title to the land. Chicago Title Company BY /s/ [ILLEGIBLE] President ATTEST /s/ [ILLEGIBLE] /s/ Xxxxxx Xxxxx Secretary Countersigned to RIDER 1 Visit Us on our Website: xxx.xxxx.xxx CHICAGO TITLE COMPANY ISSUING OFFICE: 0000 Xxxx Xxxxx Drive, Suite 400 • Concord, CA 94520 000 000-0000 • FAX 000-000-0000 PRELIMINARY REPORT Title Officer: Xxxxx Xxxxxxx-Comm Title Only Title No.: 09-59025180-8-DP Locate No.: CACT17701-7701-5590-0059025180 TO: Chicago Title Company-Los Angeles 000 xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Los Angeles, CA 90017 ATTN: Xxxxxx Xxxxxx YOUR REFERENCE: B0901840 SHORT TERM RATE: Yes PROPERTY ADDRESS: 00000 Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxx EFFECTIVE DATE: September 3, 2009, 07:30 A.M. The form of policy or policies of title insurance contemplated by notice to Seller and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereof.report is: CLTA Standard Coverage Policy - 1990

Preliminary Title Report. Within ten (10) days after the Effective Date, Seller has delivered shall cause the Title Company to issue and deliver to Purchaser a preliminary title report commitment issued by the Title Company as agent for the Property to Buyer and Seller Old Republic National Title Insurance Company (the "PTR"“Title Insurer”) covering the Land and accompanied by copies of all recorded documents listed on such title commitment (collectively, the “Title Commitment”). Buyer Purchaser shall until deliver written notice to Seller and the Title Company (such notice being called the “Objection Notice”) on or before 5:00 p.m. Pacific Time EST on December 21, 2012 the date that is ten (10) days after Purchaser receives the later of the Title Commitment and the Updated Survey (as hereinafter defined) (the “Title Objection Deadline”) if the condition of title to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported the Land as set forth in the PTRTitle Commitment and the Updated Survey is not satisfactory. In the event Buyer shall give notice Purchaser states in the Objection Notice that the condition of any Disapproved Exceptiontitle to the Land is not satisfactory, Seller may (but shall not be obligated), at Seller’s sole cost and expense, undertake to eliminate or modify all unacceptable matters described in the Objection Notice to the reasonable satisfaction of Purchaser. In the event Seller has not satisfied such objections within ten (10) days after its receipt of the Objection Notice (such ten (10) day period being called the “Cure Period”), Purchaser may, at its option and as its sole remedy, either (a) accept the Land subject to the objections raised by Purchaser, without an adjustment in the Purchase Price, in which event such objections shall be deemed to be waived for all purposes, or (b) terminate this Agreement by written notice delivered to the Title Company and Seller prior to the later of (i) 5:00 p.m. EST on the date which is three (3) days after the final day of the Cure Period, or (ii) the final day of the Inspection Period, in which event the Escrow Deposit shall be promptly returned to Purchaser by the Title Company and this Agreement shall be of no further force or effect. If Purchaser shall fail to deliver the Objection Notice prior to the Title Objection Deadline, Purchaser shall be conclusively deemed to have approved the condition of the title to the Land as set forth in the Title Commitment and the Updated Survey, and all matters set forth therein shall be included within the Permitted Exceptions (as hereinafter defined). In the event the Title Company amends or updates the Title Commitment after the expiration of the Cure Period to add new exceptions to coverage thereunder (any such amendment or update being called a “Title Update”), Purchaser shall have the right to deliver the Objection Notice with respect to such new exception or exceptions to Seller within three (3) Business Days after following its receipt of such notice Title Update. Should Purchaser fail to notify Buyer and Escrow Holder either Seller in writing of its objection to any exception first disclosed in a Title Update within such three (13) that Seller will cure or insure over Business Day period, Purchaser shall be deemed to have approved such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxesadditional exception. In the event Seller elects or is fails to satisfy any such objection within ten (10) days after its receipt of the Objection Notice with respect to any Title Update (such ten (10) day period being called the “Supplemental Cure Period”), Purchaser may, at its option, and as its sole and exclusive remedy either (x) accept the Land subject to the objections raised by Purchaser, without an adjustment in the Purchase Price, in which such objections shall be deemed to elect not to cure have been waived for all purposes or insure over any Disapproved Exception, Buyer shall have the option at any time prior to the end of the Feasibility Period to (y) terminate this Agreement by written notice delivered to the Title Company and Seller prior to the later of (1) expiration of the Inspection Period and (2) 5:00 p.m. EST on the date which is three (3) days after the final day of the Supplemental Cure Period, in which event the Escrow Holder Deposit shall be promptly returned to that effect, Purchaser by the Title Company and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereofshall be of no further force or effect.

Preliminary Title Report. No later than five (5) Business Days after the Effective Date, Seller has delivered shall, or shall cause Title Company to, deliver to Buyer (i) a preliminary title report for the Property to Buyer and Seller (the "PTRTITLE REPORT") on the Property issued by Title Company; (ii) copies of all documents shown as exceptions in the Title Report; (iii) a copy of the most recent tax xxxx for the Property; and (iv) per Buyer's request, title insurance commitment (which, in the event of termination of this Agreement for any reason, including a failure to close, shall be charged solely to Buyer by Title Company). If Buyer shall until 5:00 p.m. Pacific Time on December 21desires to obtain, 2012 to notify Seller and at Buyer's sole expense, an American Land Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer Association ("Disapproved ExceptionsALTA"). Buyer) Extended Coverage Owner's failure to deliver to Seller written notice Policy of any Disapproved Exceptions Title Insurance in lieu of a California Land Title Association ("CLTA") Owner's Title Insurance Policy, then within such time period shall be deemed approval by Buyer of all exceptions to title reported in the PTR. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three ten (310) Business Days after receipt of such notice to notify Buyer shall have received the Title Report and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear copies of all monetary liens and encumbrances not reflected documents shown therein as exceptions to title (but in all events prior to expiration of the PTR, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved ExceptionFeasibility Period), Buyer shall have notify Seller thereof. If any exceptions appear in the option at any time Title Report that are unacceptable to Buyer, then Buyer shall, before the expiration of such ten (10) Business Day period (but in all events prior to expiration of the Feasibility Period), provide written notice to Seller, which notice shall specify all such unacceptable exceptions to title (collectively, "BUYER'S TITLE OBJECTIONS") and describe why each such title exception is unacceptable to Buyer. Upon the earlier of the end of the Feasibility Period or expiration of such ten (10) Business Day period, Buyer shall be deemed to terminate this Agreement by notice have accepted all exceptions to Seller title and Escrow Holder to that effectall matters shown on the Title Report other than Buyer's Title Objections, and no party such exceptions shall have any further rights or obligations under this Agreement except those which by their terms, survive be included in the termination hereofterm "PERMITTED ENCUMBRANCES" as used herein. The Feasibility Period shall not be extended if Buyer elects to obtain an ALTA policy.

Preliminary Title Report. Seller has delivered shall deliver to Buyer, within five (5) days of Seller’s execution of this Agreement, a preliminary title report for on the Property Real Property, copies of the underlying title documents, and a commitment by Escrow Holder to Buyer and Seller issue a standard form California Land Title Association (CLTA) title insurance policy, in the "PTR")full amount of the Purchase Price. Buyer shall have until 5:00 p.m. Pacific Time on December 21the Contingency Expiration Date to either approve of the exceptions contained in the title commitment, 2012 or to notify Seller and Title Company what in writing, specifying any exceptions to title shown thereon, if any, are unacceptable to which Buyer objects ("Disapproved Exceptions"“Title Objection Notice”). Buyer's failure If Buyer fails to deliver timely submit a Title Objection Notice it shall be conclusively presumed that Buyer has approved the condition of title to Seller written notice of any the Property set forth in the title commitment other than the following items (“Disapproved Exceptions within such time period Matters”) which shall be deemed approval disapproved by Buyer and shall be removed by Seller from title on or before the Closing: (w) delinquent real estate taxes and assessments, (x) any deeds of all exceptions to title reported in trust encumbering the PTRProperty, (y) mechanics liens except those caused by Buyer and (z) any other delinquent monetary liens and encumbrances. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have three a period of five (35) Business Days days after Seller’s receipt of such notice the Title Objection Notice (i) to notify remove, or agree to use its commercially reasonable efforts to remove prior to or concurrently with the Closing (as defined in Section 7 below), some or all of those exceptions to which Buyer has objected in the Title Objection Notice, and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; to inform Buyer in writing of the same, or (2ii) to advise Buyer, in writing, that Seller will not cure agree to remove some or insure over such Disapproved Exception. Seller's failure all of those exceptions to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected Buyer has objected in the PTRTitle Objection Notice (“Title Response Notice”). If Seller fails to timely deliver to Buyer the Title Response Notice, it shall be conclusively deemed that, except for current real property taxesthe Disapproved Matters, Seller has elected not to remove any of those exceptions to which Buyer has objected as specified in the Title Objection Notice. In If Seller advises Buyer in its Title Response Notice that it will not remove or agree to use good faith efforts to remove some or all of those exceptions to which Buyer has objected in the event Title Objection Notice (or Seller elects or is deemed to elect not to cure or insure over any Disapproved Exceptionhave so advised Buyer), then Buyer shall have until the option at any time Closing Date to advise Seller, in writing, whether Buyer elects to waive such objections and proceed with the acquisition of the Property or to terminate this Agreement. Failure by Buyer to deliver such notice prior to the end Approval Date shall be deemed to constitute Buyer’s election to waive such objections. If a new exception to title is disclosed by any supplement, addendum or update to the title commitment, the foregoing procedures shall apply and the Close of Escrow shall be extended as necessary to accommodate the foregoing periods. Prior to the expiration of the Feasibility Period to terminate this Agreement by notice to Seller and Escrow Holder to that effectInspection Period, and no party Fidelity National Title Insurance Company (the “Title Company”) shall have any further rights or obligations under this Agreement except those which committed to issue to Buyer, upon payment of a normal premium, an Owner’s Policy of Title Insurance showing fee title to the Property vested in Buyer, subject only to the exceptions approved by their terms, survive Buyer pursuant to the termination hereofforegoing provisions of Section 4.b. (the “Title Policy”).

Preliminary Title Report. Seller has delivered a preliminary Purchaser shall cause Chicago Title Insurance ------------------------ Company, or an agent thereof, ("Title Company") to issue and deliver to Purchaser an A.L.T.A. Form B title report for commitment on the 1970 form ("Title Commitment") in the amount of the Purchase Price, accompanied by one copy of all documents affecting the Property and which constitute exceptions to Buyer and the Title Commitment. Purchaser shall give Seller written notice (the "PTRTitle Notice"). Buyer shall until 5:00 p.m. Pacific Time ) on December 21or before the expiration of the Due Diligence Period, 2012 whether such title is or is not acceptable to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to Seller written notice of any Disapproved Exceptions within such time period shall be deemed approval by Buyer of all exceptions to title reported in the PTRPurchaser. In the event Buyer that the condition of title is not acceptable to Purchaser, Purchaser shall give notice of any Disapproved Exception, state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall have three (3) Business Days after receipt of such notice undertake to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exceptioneliminate those exceptions as set forth below; provided, however, that at Closing mortgages may be satisfied or the liens thereof released as to the Property. Upon receipt of the Title Notice, Seller shall cure use good faith efforts to eliminate or modify all unacceptable matters to the satisfaction of Purchaser. Purchaser may at any Disapproved Exception which is a deed of trust encumbering time waive in writing its objection to title and accept title to the Property and any delinquent property taxes or assessments. Seller shall keep subject to the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxesexceptions objected to by Purchaser. In the event Purchaser does not waive its objections (as set forth in the Title Notice) and if Seller elects is unwilling or is deemed unable, upon exercise of due diligence, to elect not to cure or insure over any Disapproved Exceptionremove the matters within thirty (30) days after receipt of the Title Notice, Buyer shall have the Purchaser may, at its option at any time prior (i) accept title subject to the end of the Feasibility Period to terminate objections raised by Purchaser, in which event said objection(s) shall be deemed waived for all purposes, or (ii) rescind this Agreement, whereupon this Agreement by notice shall terminate and all Xxxxxxx Money with interest (less $100.00 as consideration to Seller and Escrow Holder be paid to that effect, and no party Seller) shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereofbe returned to Purchaser.

Preliminary Title Report. Seller has delivered a preliminary title report Attached hereto as EXHIBIT "C" and incorporated herein by reference is Commonwealth Land Title Insurance Company ("Title Company"), Commitment for Title Insurance Number TP229157("Title Commitment") for the real estate which is included in the Property in the amount of the Purchase Price, accompanied by one copy of all documents affecting such real estate and which constitute exceptions to Buyer and Seller (the "PTR")Title Commitment. Buyer shall until 5:00 p.m. Pacific Time on December 21, 2012 to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer's failure to deliver to give Seller written notice within the earlier of any Disapproved Exceptions within (i) five (5) days after receipt of the Survey (as hereinafter defined) or (ii) the date of Closing, whether such time period shall be deemed approval by Buyer of all exceptions to title reported is or is not satisfactory, in the PTRBuyer's sole discretion. In the event Buyer that the condition of title is not acceptable, Buyer's notice shall give notice of any Disapproved Exception, Seller shall have three (3) Business Days after receipt of such notice specify which exceptions to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will the Title Commitment are not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exceptionacceptable; provided, however, that Seller Buyer shall cure any Disapproved Exception not object to the matters described in EXHIBIT "D" hereto. Any matters revealed by the Title Commitment which is a deed of trust encumbering the Property and any delinquent property taxes or assessments. Seller are not cited in Buyer's notice shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the PTR, except for current real property taxesbe deemed to be Permitted Exceptions. In the event Seller elects or is deemed to elect not fails to cure or insure over any Disapproved Exceptionremove the cited objections to the satisfaction of the Title Company prior to or at Closing, then the Closing shall be extended for an additional period of ten (10) days provided that (i) the Lease (as hereinafter defined) is modified to reflect the new closing date and (ii) Buyer acknowledges in writing that the Property is acceptable to Buyer pursuant to Section 4.1 hereof, the conditions set forth in Section 6 hereof have been met, and the Deposit is non-refundable except for failure of Seller to cure the cited objections or Seller's default. If Seller fails to cure the objections within the ten (10) day extended period, Buyer shall have the option may, at any time prior its option, (i) accept title subject to the end objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections shall be deemed to be waived for all purposes, or (ii) cancel this Agreement, whereupon, subject to the provisions of Section 4.1, of this Agreement, the Feasibility Period Deposit shall be returned to terminate Buyer and this Agreement by notice to Seller shall be of no further force and Escrow Holder to that effect, and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereof.