Common use of Preliminary Title Report Clause in Contracts

Preliminary Title Report. (a) Not later than four (4) business days after the date of this Agreement, Seller, with Buyer's assistance and cooperation as necessary, shall arrange for the Title Company to prepare and deliver to Buyer a preliminary title report (the "Title Report") covering the Real Property dated not earlier than the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insurance, together with a recent ALTA survey of the Real Property certified by a licensed land surveyor and a legible copy of each recorded document underlying any exceptions shown in the Title Report. Subject only to the following permitted exceptions (the "Permitted Exceptions"), Seller shall cause all exceptions to title to the Real Property set forth in such Title Report to be removed prior to the Closing: (1) the standard printed exceptions contained in the Title Company's form of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report. (b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt of the Title Report to disapprove, in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove of the exceptions described in items (1), (2) and (3) of Section 5.13(a). If Buyer timely disapproves of any matters set forth in the Title Report, other than with respect to the exceptions described in items (1), (2) and (3) of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement to remove all such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Buyer's failure to make such election within three (3) business days after being informed of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreement.

Preliminary Title Report. (a) Not later than four (4) business days after the date of this Agreement, Seller, with Buyer's assistance and cooperation as necessary, shall arrange for the Title Company to prepare and deliver to Buyer has obtained a preliminary title report (from the "Title Report") covering Company, dated X identified as File No: X, showing the Real Property dated not earlier than the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy condition of title insuranceto the Property, together with a recent ALTA survey copies (or links to online copies if the report is furnished in digital form) of all exceptions listed therein (the Real Property certified by a licensed land surveyor “Title Report”). Buyer will have thirty (30) days from the Effective Date to review the Title Report and a legible copy to notify Seller, in writing, of each recorded document underlying Buyer’s disapproval of any special exceptions shown in the Title Report. Subject only to the following permitted exceptions Report (the "“Unacceptable Exceptions”). Those exceptions the Buyer does not object to are referred to below 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 Buyer. Seller shall cause all has fifteen (15) days after receiving written notice from Buyer of any Unacceptable Exceptions to either remove the exceptions to title to or provide Buyer with reasonable assurances of the Real Property set forth manner in such Title Report to which the exceptions will be removed prior to on or before the Closing: Closing Date (1) the standard printed exceptions contained in the Title Company's form of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report. (b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt of the Title Report to disapprove, in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove of the exceptions described in items (1), (2) and (3) of Section 5.13(a“Seller Assurance Period”). If Seller does not remove the Unacceptable Exceptions or provide Buyer timely disapproves with such assurances within the Seller Assurance Period, Buyer may terminate this Agreement by providing written notice to Seller within ten (10) days after expiration of the Seller Assurance Period. Upon termination of this Agreement under this paragraph, the Xxxxxxx Money will be promptly refunded to the Buyer. If Buyer does not elect to terminate this Agreement under this Section 5.1, 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 matters set forth in new title exceptions not appearing on the Title Report, other than with respect to the such new exceptions described in items (1), (2) and (3) of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement to Unacceptable Exceptions and Seller must remove all such disapproved matters as the new exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to (i) proceed with on or before the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Closing Date unless specifically accepted in writing by Buyer's failure to make such election within three (3) business days after being informed of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreement.

Preliminary Title Report. Within five (a5) Not later than four (4) business days after following the date of this AgreementEffective Date, Seller, with Buyer's assistance Seller will cause to be issued and cooperation as necessary, shall arrange for the Title Company to prepare and deliver delivered to Buyer (i) a preliminary title report (the "" Title Report") covering ), issued by the Real Property dated not earlier than the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insuranceTitle Company, together with a recent ALTA survey copies of the Real Property certified by a licensed land surveyor and a legible copy of each recorded document underlying any exceptions shown in the Title Report. Subject only to the following permitted exceptions (the "Permitted Exceptions"), Seller shall cause all documents referenced therein which create exceptions to title to the Real Property set forth in such and (ii) a survey ("Survey") of the Property. Buyer shall have a period (the "Title Period"), expiring five (5) days following the date on which the later of the Survey or Title Report is delivered to be removed prior it, in which to advise Seller in writing of those exceptions to title to the Closing: (1) Property as shown on the standard printed exceptions contained Title Report and/or any matter reflected in the Survey to which Buyer objects. Any exception to title shown in the Title Company's form of Owner's Policy; Report and/or any matter reflected in the Survey to which Buyer does not specifically object (2by delivering written notice to Seller within such Title Period specifying the objected exception) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating shall be deemed to the Property; (3) current property taxes not yet delinquent; (4) the exceptions have been approved by Buyer in accordance with Section 5.13(b); and (5) Buyer. Seller shall have no obligation to cure or attempt to cure any exception to which Buyer, in of Buyer's sole discretion, specifically and expressly consents in writing prior objections to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report. (b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt of the Title Report or the Survey. In the event Seller is unable or unwilling to disapprove, in so cure any of Buyer's sole discretiontitle or Survey objections, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove of the exceptions described in items (1), (2) and (3) of Section 5.13(a). If Buyer timely disapproves of any matters set forth in the Title Report, other than with respect to the exceptions described in items (1), (2) and (3) of Section 5.13(a)if any, Seller shall have so notify Buyer in writing within three (3) business days following the timely delivery to indicate 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 writing whether Seller will cause such disapproved matters to be removed the Title Report and Survey raised by Buyer as exceptions to title prior to or concurrently with permitted hereby, without an adjustment in the Closing. Seller's failure to timely respond Purchase Price, in which event said uncured objections shall be deemed to constitute Seller's irrevocable agreement to remove be waived for all purposes and such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, uncured items shall be deemed approved by Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Buyer's failure to make such election within three (3) business days after being informed of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), in which event the Deposit (and all interest accrued thereon) shall be returned to BuyerBuyer 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 parties rights contained in Section 9.2 which shall have no further obligations to one another except for any obligations that, by their terms, 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 have approved are herein referred to as the "Permitted Exceptions."

Preliminary Title Report. Within ten (a10) Not later than four (4) business days after the date full execution of this Agreement, Seller, with Buyer's assistance and cooperation as necessary, Seller shall arrange for the Title Company to prepare and deliver furnish to Buyer at Seller’s expense a preliminary title report issued by Chicago Title Insurance Company with an address of 000 XX Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx 00000 (the "“Title Report"Company”) covering showing the Real Property dated not earlier than the date condition of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insurance, together with a recent ALTA survey of the Real Property certified by a licensed land surveyor and a legible copy of each recorded document underlying any exceptions shown in the Title Report. Subject only to the following permitted exceptions (the "Permitted Exceptions"), Seller shall cause all exceptions to title to the Real Property set forth in such (the “Title Report”). The Title Report to be removed prior to the Closing: (1) the standard printed exceptions contained in the Title Company's form shall include copies of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to the Closingall title exceptions. Buyer shall pay all fees and costs associated with obtaining the Title Report. have ten (b10) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's days from its receipt of the Title Report to disapprove, review the Title Report and ten (10) days from receipt of the partition plat to review the partition plat and in Buyer's sole discretion, each case send Seller written notice rejecting any matters set forth items reflected in the Title Report; providedReport or on the partition plat, however, that Buyer as the case may not disapprove of the exceptions described in items (1), (2) and (3) of Section 5.13(a)be. If Buyer timely disapproves of rejects any matters set forth in the Title Report, other than with respect to the exceptions described in items (1), (2) and (3) of Section 5.13(a)item, Seller shall have three five (35) business days thereafter to indicate in writing determine whether Seller will cause such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement it is willing and able to remove the exceptions, and to deliver to Buyer an amended Title Report or other satisfactory written evidence of the removal of such exception from the Title Report or agree to have any item on the partition plat removed. Those exceptions approved by Buyer and all such disapproved matters Leases in respect to which Estoppel Certificates consistent with Section 5.2 have been issued are hereinafter referred to as exceptions to title. the “Permitted Exceptions.” If Seller timely indicates fails within that it is unwilling period to remove or agree to remove any such disapproved matters as exceptions exception to titlewhich Buyer has objected, Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Buyer's failure Agreement by written notice to make such election within three (3) business days after being informed of Seller's decision , and the Xxxxxxx Money shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall then be returned to Buyer. Notwithstanding the foregoing, Seller shall be obligated to satisfy, on or before the Closing Date (as defined in Section 5.1 below), any exception created, or suffered to be created by Seller that is security for payment of a sum of money (including mortgages, trust deeds, contractor’s liens and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreementjudgment liens).

Preliminary Title Report. (a) Not later than four (4) business days after the date of this Agreement, Seller, with Buyer's assistance Escrow Agent has issued and cooperation as necessary, shall arrange for the Title Company delivered to prepare Seller and deliver to Buyer a preliminary Preliminary title report (commitment for title insurance) concerning the Real Property, together with legible copies of all instruments referred to therein (collectively, the "Title Report") covering ). The Report is to be preliminary to the Real Property dated not earlier than the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA extended coverage owner's policy or policies of title insuranceinsurance to be issued through Fidelity National Title Insurance Company, together with a recent ALTA survey of the Real Property certified by a licensed land surveyor and a legible copy of each recorded document underlying any exceptions shown in the Title Report. Subject only to the following permitted exceptions (the "Permitted Exceptions")0000 X. Xxxxxxxxx Xxxx, Seller shall cause all exceptions to Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attn: Xxxxx Xxxxxx insuring Buyer's fee simple title to the Real Property set forth in such Title Report to the amount of the Purchase Price. Seller shall be removed prior responsible for the premium for an extended coverage owner's policy in the amount of the Purchase Price, plus providing typical owner's declarations respecting the absence of mechanic's liens. The cost of all endorsements to the Closing: (1) the standard printed exceptions contained in the Title Company's form of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted title policy shall be borne by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report.Seller as provided below (b) Buyer shall have until 5:00 p.m. the expiration of the Feasibility Period in which to advise Seller in writing either: (Los Angeles timei) that the condition of title to the Real Property is acceptable; or (ii) of Buyer's objections to any easements, liens, encumbrances or other items, exceptions or requirements in the Report (except for real property taxes not due and payable which may constitute a lien on the fifth Property) (5th) calendar day following "Buyer's receipt of the Title Report to disapprove, in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove of the exceptions described in items (1), (2) and (3) of Section 5.13(aObjections"). If Buyer timely disapproves of any matters set forth in Buyer's Objections are made within the Title Report, other than with respect to the exceptions described in items (1), (2) and (3) of Section 5.13(a)time specified, Seller shall have three until five (35) business days Business Days before the Closing Date within which to indicate cure Buyer's Objections. Subject to the cure standards set forth in writing whether PARAGRAPH 8(d) hereof, Seller will cause such disapproved matters shall have the affirmation obligation to be removed as exceptions to title prior to or concurrently with the Closing. Sellercure Buyer's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement to remove all such disapproved matters as exceptions to titleObjections. If Seller timely indicates that it is unwilling should be unable to remove any cure Buyers' Objections within such disapproved matters period of time, Seller shall notify Buyer of the same in writing within such period and Buyer shall have five (5) Business Days thereafter to either; (a) waive in writing the curing of such Buyer's Objections as exceptions Seller shall have been unable to title, Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matters, cure; or (iib) terminate cancel this Agreement by written notice to Seller and Escrow Agent. In the event of such cancellation, the Xxxxxxx Money Deposit, shall be returned or refunded to Buyer and, except for the indemnity provisions set forth in this Agreement, neither Seller nor Buyer shall have any further liability or obligation under this Agreement. Buyer's failure either to make give such election a written waiver or to cancel this Agreement in writing within three (3) business days after being informed of Seller's decision the time specified above shall be deemed an election of option (i)by Buyer to waive such uncured Buyer's Objections and to close the escrow hereunder. If Buyer terminates this Agreement pursuant to this Section 5.13(b)shall not have notified Seller of Buyer's Objections within the time specified above, the Deposit (and all interest accrued thereon) Buyer shall be returned deemed to Buyer, and have approved of the parties shall have no further obligations to one another except for any obligations that, condition of title as shown by their terms, survive the termination of this AgreementReport.

Preliminary Title Report. (a) Not later than four (4) business days after Each Seller shall obtain commitments for the date issuance of this AgreementALTA 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 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, with Buyer's assistance and cooperation as necessary, shall arrange for subject only to the Title Company to prepare and deliver to Buyer a preliminary title report (the "Title Report") covering the Real Property dated not earlier than the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insurance, together with a recent ALTA survey of the Real Property certified by a licensed land surveyor and a legible copy of each recorded document underlying any exceptions shown in the Title Reporttitle commitments. Subject only 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 (15) days to deliver written notice objecting to any exceptions set forth in the title commitments. If Purchasers do not notify Sellers prior to the following permitted expiration of such fifteen-day period of any exceptions that Purchasers have determined are unacceptable, then Purchasers shall be deemed to have approved the title commitments, and any exceptions, defects or other matters disclosed by 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, Seller Sellers shall cause 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 shown in the title commitments which are Permitted Exceptions. 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 operation of the Real Property for its intended use. After receipt of Purchasers' objections to title, the Sellers shall have 20 days to cure such objections (or commit to cure such objections at Closing) 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 Sellers' notice to provide written notice to Sellers of Purchasers' election to either (a) accept title to the Real Property set forth in subject to such Title Report to be removed prior to the Closing: (1) the standard printed exceptions contained in the Title Company's form of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyeritem, in Buyer's sole discretion, specifically and expressly consents in writing prior to which case the Closing. Buyer objection shall pay all fees and costs associated with obtaining the Title Report. become a Permitted Exception; or (b) Buyer 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 Real Property and the business conducted thereon. However, if Purchasers elect option (b) in the previous sentence, thereby excluding certain Real Property from the purchase hereunder, Sellers shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt right, for a period of the Title Report five days thereafter, to disapprove, in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove of the exceptions described in items (1), (2) and (3) of Section 5.13(a). If Buyer timely disapproves of any matters set forth in the Title Report, other than with respect to the exceptions described in items (1), (2) and (3) of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement to remove all such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Buyer's failure to make such election within three (3) business days after being informed of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreementproviding Purchasers with written notice thereof.

Preliminary Title Report. Seller has ordered (aand within ten (10) Not later than four (4) business days after the date of this Agreement, Seller, with Buyer's assistance and cooperation as necessary, shall arrange for the Title Company to prepare and deliver Effective Date will deliver) to Buyer and its counsel a copy of a preliminary title report (the "Preliminary Title Report") covering the Real Property dated not earlier than from Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insurance"Title Company"), together with a recent ALTA copies of all exceptions to title referenced thereto. In addition, Seller has ordered (and within ten (10) days after the Effective Date will deliver) to Buyer and its counsel an update of that certain survey of the Real 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 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 a licensed land surveyor and a legible copy Buyer of each recorded document underlying any additional exceptions shown in to title or survey matters disclosed after the end of the Title ReportReview Period shall be a condition precedent to Buyer's obligation to purchase the Property. Subject only Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of five (5) 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 following extent Buyer is permitted exceptions 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 Seller on or before the Closing Date, the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and Seller and Buyer shall have no further obligations in connection herewith). Buyer shall have the option to waive the condition precedent set forth in this 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 cause all exceptions be obligated to title to the Real Property set forth in such Title Report to be removed eliminate at or prior to the "Closing: " (1as hereinafter defined) the standard printed exceptions contained all liens in the Title Company's form nature of Owner's Policy; (2x) building restrictions 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 zoning regulations heretofore (z) a tax or hereafter adopted by any municipal or other public authority relating judgment lien against Seller. In the event that Seller fails to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer eliminate a lien that Seller is obligated to eliminate in accordance with Section 5.13(b); and (5) any exception to which Buyerthe immediately preceding sentence, Buyer shall receive at Closing a credit against the Purchase Price in Buyer's sole discretion, specifically and expressly consents in writing prior an amount equal to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report. (b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt amount of the Title Report lien that Seller has failed to disapprove, in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove of the exceptions described in items (1), (2) and (3) of Section 5.13(a). If Buyer timely disapproves of any matters set forth in the Title Report, other than with respect to the exceptions described in items (1), (2) and (3) of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement to remove all such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Buyer's failure to make such election within three (3) business days after being informed of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreementso eliminate.

Preliminary Title Report. Seller shall deliver to Buyer, within five (a5) Not later than four (4) business days after the date of Seller’s execution of this Agreement, Seller, with Buyer's assistance and cooperation as necessary, shall arrange for the Title Company to prepare and deliver to Buyer a preliminary title report (the "Title Report") covering on the Real Property dated not earlier than the date of this AgreementProperty, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insurance, together with a recent ALTA survey copies of the Real Property certified by a licensed land surveyor underlying title documents, and a legible copy commitment by Escrow Holder to issue a standard form California Land Title Association (CLTA) title insurance policy, in the full amount of each recorded document underlying the Purchase Price. Buyer shall have until the Contingency Expiration Date to either approve of the exceptions contained in the title commitment, or to notify Seller in writing, specifying any exceptions shown in to which Buyer objects (“Title Objection Notice”). If Buyer fails to timely submit a Title Objection Notice it shall be conclusively presumed that Buyer has approved the Title Report. Subject only to the following permitted exceptions (the "Permitted Exceptions"), Seller shall cause all exceptions to condition of title to the Real Property set forth in such Title Report to the title commitment other than the following items (“Disapproved Matters”) which shall be deemed disapproved by Buyer and shall be removed prior to by Seller from title on or before the Closing: (1w) the standard printed exceptions contained in the Title Company's form delinquent real estate taxes and assessments, (x) any deeds of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to trust encumbering the Property; , (3y) current property taxes not yet delinquent; (4) the exceptions approved mechanics liens except those caused by Buyer in accordance with Section 5.13(b); and (z) any other delinquent monetary liens and encumbrances. Seller shall have a period of five (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report. (b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's days after Seller’s receipt of the Title Report Objection Notice (i) to disapproveremove, in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove of the exceptions described in items (1), (2) and (3) of Section 5.13(a). If Buyer timely disapproves of any matters set forth in the Title Report, other than with respect or agree to the exceptions described in items (1), (2) and (3) of Section 5.13(a), Seller shall have three (3) business days use its commercially reasonable efforts to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title remove prior to or concurrently with the ClosingClosing (as defined in Section 7 below), some or all of those exceptions to which Buyer has objected in the Title Objection Notice, and to inform Buyer in writing of the same, or (ii) to advise Buyer, in writing, that Seller will not agree to remove some or all of those exceptions to which Buyer has objected in the Title Objection Notice (“Title Response Notice”). Seller's failure If Seller fails to timely respond deliver to Buyer the Title Response Notice, it shall be conclusively deemed that, except for the Disapproved Matters, Seller has elected not to remove any of those exceptions to which Buyer has objected as specified in the Title Objection Notice. 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 Title Objection Notice (or Seller is deemed to have so advised Buyer), then Buyer shall have until the 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 Approval Date shall be deemed to constitute Seller's irrevocable agreement Buyer’s election to remove all waive such disapproved matters as exceptions to titleobjections. If Seller timely indicates that it a new exception to title is unwilling disclosed by any supplement, addendum or update to remove any such disapproved matters as exceptions to titlethe title commitment, Buyer may elect to (i) proceed with the transaction contemplated hereby foregoing procedures shall apply and take title subject to such disapproved matters, or (ii) terminate this Agreement. Buyer's failure to make such election within three (3) business days after being informed the Close of Seller's decision Escrow shall be deemed an election extended as necessary to accommodate the foregoing periods. Prior to the expiration of option the Inspection Period, Fidelity National Title Insurance Company (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon“Title Company”) shall be returned have committed to issue to Buyer, and upon payment of a normal premium, an Owner’s Policy of Title Insurance showing fee title to the parties shall have no further obligations Property vested in Buyer, subject only to one another except for any obligations that, the exceptions approved by their terms, survive Buyer pursuant to the termination foregoing provisions of this AgreementSection 4.b. (the “Title Policy”).

Preliminary Title Report. Within five (a) Not later than four (45) business days after following the date Opening of this AgreementEscrow, SellerPurchasers shall order at Purchasers’ expense a title report or title commitment issued by LandAmerica Title (the “Title Company”), describing the state of title of the Property, together with Buyer's assistance and cooperation as necessary, copies of all exceptions specified therein (the "Preliminary Title Report"). Purchasers shall arrange for co-insurance to be issued by New York Land Services, 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 Company Report shall be furnished by Purchasers to prepare and deliver Sellers. Purchasers shall notify Sellers in writing ("Purchasers’ Title Objection Notice") of any objections Purchasers may have to Buyer a preliminary the title report exceptions contained in the Preliminary Title Report on or before the expiration of the Due Diligence Period (the "Title ReportReview Period"); provided, however Purchasers shall not have the right to object to any of the following: (a) covering any lien to secure payment of real estate taxes and/or annual service charges payable under the Real Property dated not earlier than the date of this Xxx-Xxxxx Agreement, such report showing not delinquent, (b) the rights of the tenants (as tenants only) under the Leases, Ground Lease and Building Lease and (c) all matters of record applicable laws, ordinances, rules and all items which would be shown as exceptions on a ALTA owner's policy of title insurancegovernmental regulations (including, together with a recent ALTA survey without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property certified by Property. Sellers shall have a licensed land surveyor and a legible copy period of each recorded document underlying any exceptions shown ten (10) days after receipt of Purchasers’ Title Objection Notice in the which to deliver written notice to Purchasers ("Sellers’ Title Report. Subject only Notice") of Sellers’ election to the following permitted exceptions either (the "Permitted Exceptions"), Seller shall cause all exceptions i) agree to title to the Real Property set forth in have such Title Report to be objectionable items removed prior to the Closing: Close of Escrow, or (1ii) decline to remove any 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 standard printed exceptions contained payment of a liquidated sum, provided, however, Sellers shall not be required to expend more than Two Million ($2,000,000) Dollars in the Title Company's form aggregate to remove all non-consensual monetary liens. If Sellers notify Purchasers of Owner's Policy; their election to not remove the objectionable items (2subject to clauses (a) building restrictions and zoning regulations heretofore or hereafter adopted (b) in the preceding sentence), Purchasers shall, by any municipal or other public authority relating written notice delivered to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and 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 exception reduction in the Purchase Price or (y) to which Buyerterminate 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 five (5) day period, Purchasers shall be deemed to have elected the option set forth in Buyer's sole discretion, specifically and expressly consents clause (x) of the preceding sentence. Sellers’ failure or refusal to remove such objectionable items or any non-consensual monetary liens that are in writing prior excess of the above-referenced Two Million Dollars cap shall be deemed not to be a willful or intentional default by Sellers. Upon the issuance of any amendment or supplement to the Closing. Buyer Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall pay all fees and costs associated with obtaining also apply to said amendment or supplement (provided that the period for Purchasers to review such amendment or supplement shall be the later of the expiration of the Title Report. Review Period or ten (b10) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's days from receipt of the amendment or supplement and the period for Sellers to respond to Purchasers’ Title Report Notice shall be 5 business days after receipt of such notice) and Close of Escrow shall be deemed extended by the amount of time necessary to disapprove, allow such review and approval in Buyer's sole discretion, any matters the time and manner set forth in the Title Reportabove; provided, however, that Buyer may not disapprove in no event shall the Close of the exceptions described in items Escrow be extended as a result of such delay for more than fifteen (1), (2) and (3) of Section 5.13(a). If Buyer timely disapproves of any matters set forth in the Title Report, other than with respect to the exceptions described in items (1), (2) and (3) of Section 5.13(a), Seller shall have three (315) business days in the aggregate. In connection with Purchasers obtaining a non-imputation endorsement from the Title Company, Sellers agree to indicate execute an affidavit in writing whether Seller will cause such disapproved matters to be removed the form attached hereto as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement to remove all such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Buyer's failure to make such election within three (3) business days after being informed of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreement.Exhibit K.

Preliminary Title Report. Within ten (a10) Not later than four (4) business days after from the date of this AgreementNotice to Exercise, SellerOwner shall, with Buyer's assistance and cooperation as necessaryat its sole cost, shall arrange for the Title Company to prepare and deliver to Buyer a preliminary title report (the "Title Report") covering the Real Property dated not earlier than the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insurance, together provide City with a recent ALTA survey Preliminary Title Report (“PTR”) reflecting the current status of the Real Property certified by a licensed land surveyor and a legible copy of each recorded document underlying any exceptions shown in the Title Report. Subject only to the following permitted exceptions (the "Permitted Exceptions"), Seller shall cause all exceptions to title to the Real Property including copies of all Schedule B documents and a parcel map(s) plotting all easements. City shall notify Owner in writing ("Title Notice") of City’s approval of all matters contained in the PTR or of any title objections (“Disapproved Exceptions”) other than those exceptions specified in Section 8.13 b.[Conditions of Title] of this Covenant Agreement within thirty (30) calendar days after City’s receipt of the PTR (“Approval of Title Period”). If City fails to deliver City’s Title Notice within Approval of Title Period, City shall be conclusively deemed to have disapproved the PTR and all matters shown therein unless a time extension to this provision has been approved in writing amongst the Parties. Owner’s failure to provide City with a PTR pursuant to this Section shall automatically toll the Approval of Title Period one day for each day, or partial day, beyond the ten (10) calendar days described above that Owner fails to satisfy its obligations set forth in such Title Report to be removed prior this Section. Upon the issuance of any amendment or supplement to the Closing: (1) PTR which adds additional exceptions, the standard printed exceptions contained in the Title Company's form foregoing right of Owner's Policy; (2) building restrictions review and zoning regulations heretofore approval shall also apply to said amendment or hereafter adopted by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyersupplement, in Buyer's sole discretion, specifically and expressly consents in writing prior to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report. (b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt of the Title Report to disapprove, in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove Owner’s initial period of the exceptions described in items (1), (2) review and (3) of Section 5.13(a). If Buyer timely disapproves approval or disapproval of any matters set forth in the Title Report, other than with respect such additional exceptions shall be limited to ten (10) calendar days following receipt of notice of such additional exceptions. Nothing to the exceptions described in items (1)contrary herein withstanding, (2) City shall be deemed to have automatically objected to all deeds of trust, mortgages, judgment liens, estate taxes, federal and (3) state income tax liens, delinquent general and special real property taxes and assessments and similar monetary encumbrances affecting the Property, and Owner shall discharge any such non-permitted title matter of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title record prior to or concurrently with the Closing. Seller's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement to remove all such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Buyer's failure to make such election within three (3) business days after being informed Close of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this AgreementEscrow.

Preliminary Title Report. Within thirty (a30) Not later than four (4) business days after the date of this Agreementhereof, Seller at Seller, with Buyer's assistance sole cost and cooperation as necessaryexpense, shall arrange for cause the Title Company to prepare issue and deliver to Buyer Purchaser and Seller a preliminary title report commitment (the "Title Report") covering the Real Property dated not earlier than the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insurance, together with a recent ALTA survey of the Real Property certified by a licensed land surveyor and a legible copy of each recorded document underlying any exceptions shown in the Title Report. Subject only to the following permitted exceptions (the "Permitted ExceptionsCommitment"), Seller shall cause all exceptions to title to the Real Property set forth in such Title Report to be removed prior to the Closing: (1) the standard printed exceptions contained in the Title Company's form of Owner's Policy; accompanied by two (2) building restrictions legible copies of all recorded documents affecting the Property and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to which would constitute encumbrances against the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to Property at the Closing. Buyer Purchaser shall pay all fees and costs associated with obtaining give Seller written notice on or before the Title Report. expiration of thirty (b30) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyerdays after Purchaser's receipt of the Title Report to disapproveCommitment, two (2) legible copies of all recorded documents affecting the Property and the Survey provided in Buyer's sole discretion, any matters Section 2.02 below if the condition of title as set forth in the Title Report; provided, however, Commitment and the Survey is not satisfactory. In the event Purchaser determines that Buyer may not disapprove the condition of the exceptions described in items (1), (2) and (3) of Section 5.13(a). If Buyer timely disapproves of title or any matters set forth in the Title Report, other than with respect to the exceptions described in items (1), (2) and (3) of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. are not satisfactory, Seller may (but shall not be obligated), at Seller's failure sole cost and expense, promptly undertake to timely respond eliminate or modify all such unacceptable matters to the satisfaction of Purchaser. In the event Seller is unable or unwilling to satisfy Purchaser's objections within ten (10) days after receipt of notice thereof from Purchaser, Purchaser may, at its option, either (i) accept title subject to the objections raised by Purchaser, without an adjustment in the Purchase Price, in which event such objections shall be deemed to constitute Seller's irrevocable agreement to remove be waived for all such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matterspurposes, or (ii) terminate this Agreement. Buyer's failure to make such election within three (3) business days after being informed of Seller's decision , in which event the Escrow Deposit shall be deemed an election of option (i). If Buyer terminates promptly returned to Purchaser by the Title Company and this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have of no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreementforce or effect.

Preliminary Title Report. Buyer acknowledges receipt of (a) Not later than four the Updated Preliminary Report dated March 26, 1997, issued by Fidelity National Title (4the "Title Company"), Order No. 61763-CT and the Supplemental Reports dated April 18, 1997, and April 28, 1997, issued by the Title Company (collectively, the "Preliminary Report"), together with copies of the documents described in the Preliminary Report, and (b) ALTA Survey for 000 Xxxxxxxxxx Xxxxx prepared by Xxxxxxx Engineering (the "Surveyor") dated April 19, 1997, and the ALTA Survey of 111 Pacifica prepared by the Surveyor dated April 29, 1997 (collectively, the "Surveys") (the Preliminary Report and the Surveys may sometimes collectively be referred to as the "Title Documents"). Buyer shall have the right, on or before May 27, 1997, to object to any exception shown in the Title Documents by notice to Seller (the "Objection Notice"). In the event that Buyer fails to deliver an Objection Notice to Seller on or before May 27, 1997, Buyer shall be conclusively deemed to have approved the Title Documents and the exceptions contained therein, and the transaction contemplated by this Agreement shall proceed. In the event that Buyer timely delivers an Objection Notice to Seller, Seller shall have the right to remove or agree to remove the exceptions disapproved by the terms of the Objection Notice by delivery of notice of its election to do so to Buyer within three business days of receipt of the Objection Notice. If Seller removes or agrees to remove such exceptions pursuant to this Section 5.1, the transaction contemplated by this Agreement shall proceed. In the event that Seller does not elect to remove or agree to remove such exceptions within five days of receipt of the Objection Notice, Buyer may, on or before the date which is two business days after the date earlier of this AgreementSeller's delivery of notice of its election not to remove such exceptions or the expiration of Seller's five-day response period, Seller, with Buyer's assistance and cooperation as necessary, shall arrange for the Title Company to prepare and deliver to Buyer a preliminary title report (the "Title Report") covering the Real Property dated not earlier than the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insurance, together with a recent ALTA survey of the Real Property certified by a licensed land surveyor and a legible copy of each recorded document underlying any exceptions shown either waive its objection in the Title Report. Subject only to the following permitted exceptions (the "Permitted Exceptions"), Seller shall cause all exceptions to title to the Real Property set forth in such Title Report to be removed prior to the Closing: (1) the standard printed exceptions contained in the Title Company's form of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyerwriting, in Buyer's sole discretionwhich case the transaction contemplated by this Agreement shall proceed, specifically or cancel the Escrow by written notice to Seller and expressly consents in writing prior to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report. (b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt of the Title Report to disapprove, in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove of the exceptions described in items (1), (2) and (3) of Section 5.13(a)Escrow Holder. If Buyer timely disapproves of any matters set forth in the Title Report, other than with respect to the exceptions described in items (1), (2) and (3) of Section 5.13(a), Seller shall have three (3) business days to indicate does not waive such objection in writing whether Seller will cause by such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond date, then Buyer shall be deemed to constitute Seller's irrevocable agreement have elected to remove all cancel the Escrow. In the event of such disapproved matters cancellation of the Escrow by Buyer, this Agreement and the Escrow shall terminate as exceptions provided in Section 4.3, and the Cancellation Costs shall be paid in the manner provided in Section 4.6.3 hereof Notwithstanding the foregoing, Seller shall reasonably enforce its rights to title. If Seller timely indicates that it is unwilling cause the Existing Owner to remove any such disapproved matters as exceptions to titlemonetary liens of record other than liens for non-delinquent bonds, Buyer may elect to (i) proceed with the transaction contemplated hereby taxes and take title subject to such disapproved matters, or (ii) terminate this Agreement. Buyer's failure to make such election within three (3) business days after being informed of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreementassessments.

Preliminary Title Report. (a) Not No later than four five (45) business days Business Days after the date of this AgreementEffective Date, SellerSeller shall, with Buyer's assistance and cooperation as necessary, or shall arrange for the cause Title Company to prepare and to, deliver to Buyer (i) a preliminary title report (the "Title ReportTITLE REPORT") covering on the Real Property dated not earlier than the date issued by Title Company; (ii) copies of this Agreement, such report showing all matters of record and all items which would be documents shown as exceptions on a ALTA owner's policy of title insurance, together with a recent ALTA survey of the Real Property certified by a licensed land surveyor and a legible copy of each recorded document underlying any exceptions shown in the Title Report. Subject only to the following permitted exceptions (the "Permitted Exceptions"), Seller shall cause all exceptions to title to the Real Property set forth in such Title Report to be removed prior to the Closing: (1) the standard printed exceptions contained in the Title Company's form of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report. (b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt of the Title Report to disapprove, in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove (iii) a copy of the exceptions described in items (1), (2) most recent tax xxxx for the Property; and (3iv) per Buyer's request, title insurance commitment (which, in the event of Section 5.13(atermination of this Agreement for any reason, including a failure to close, shall be charged solely to Buyer by Title Company). If Buyer timely disapproves desires to obtain, at Buyer's sole expense, an American Land Title Association ("ALTA") Extended Coverage Owner's Policy of any matters set forth Title Insurance in lieu of a California Land Title Association ("CLTA") Owner's Title Insurance Policy, then within ten (10) Business Days after Buyer shall have received the Title Report, other than with respect to the exceptions described in items (1), (2) Report and (3) copies of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed all documents shown therein as exceptions to title (but in all events prior to expiration of the Feasibility Period), Buyer shall notify Seller thereof. If any exceptions appear in the 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 concurrently with the Closing. Seller's failure to timely respond expiration of such ten (10) Business Day period, Buyer shall be deemed to constitute Seller's irrevocable agreement to remove have accepted all such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved title and all matters as exceptions to title, Buyer may elect to (i) proceed with shown on the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Title Report other than Buyer's failure to make Title Objections, and such election within three (3) business days after being informed of Seller's decision exceptions shall be deemed included in the term "PERMITTED ENCUMBRANCES" as used herein. The Feasibility Period shall not be extended if Buyer elects to obtain an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this AgreementALTA policy.

Preliminary Title Report. (a1) Not later than four (4) business days after the date of this Agreement, Seller, with Buyer's assistance and cooperation as necessary, shall arrange for the Title Company to prepare and deliver to Buyer has already received a preliminary title report dated December 11,1997, escrow number 97-12-1221 RWC from Nevada Title Company. Seller shall request Nevada Title Company, Attn: Xxxx Xxxxxxxx (the "Title ReportCompany"), to provide an updated preliminary title report with respect to the Property setting forth the legal description of the Property and containing such exceptions as the Title Company would specify in an American Land Title Association ("ALTA") covering the Real Property dated not earlier than the date form of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insuranceinsurance and to deliver within 5 days after the Opening of Escrow (as defined below) said updated preliminary title report to Buyer and Seller and, in addition, to deliver to Buyer and Seller legible copies of all documents of record or in its possession identified as exceptions in said preliminary title report (such preliminary title report and legible copies of documents are hereinafter collectively referred to as the "Preliminary Title Report"). (2) Buyer may, not later than fifteen (15) days following the receipt of: (i) the Title Report together with legible copies of all documents referred to therein as exceptions (and within fifteen (15) days following the date of any supplemental Preliminary Title Report modifying the legal description of the Property or containing exceptions not contained in the original Preliminary Title Report, together with legible copies of all documents identified as additional exceptions and (ii) a recent current ALTA survey of the Real Property certified by a licensed land surveyor approved by Buyer (the survey and a legible copy of each recorded document underlying any exceptions others subsequently completed being "SURVEYS")), give written notice to Seller reasonably disapproving any items shown in the Surveys or specified or identified in said Preliminary Title Report or any supplemental Preliminary Title Report. Subject only to , and identifying the following permitted exceptions (the "Permitted Exceptions"), Seller shall cause all exceptions to title to the Real Property set forth in such Title Report to be removed prior to the Closing: (1) the standard printed exceptions contained in the Title Company's form of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report. (b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt of the Title Report to disapprove, in Buyer's sole discretion, any matters set forth in the Title Reportitems reasonably disapproved; provided, however, that Buyer may not disapprove hereby disapproves any mortgages, deeds of trust or liens for monetary obligations (or alleged monetary obligations) other than special assessments shown on the exceptions described in items Preliminary Title Report (1), all of which (2other than special assessments) and (3) of Section 5.13(ashall be removed by Seller at or prior to the Closing Date). If Buyer does not timely disapproves give notice of disapproval as aforesaid, then Buyer shall be deemed to have approved all items on the Surveys, Preliminary Title Report and any supplemental Preliminary Title Report, as the case may be. Buyer will expeditiously obtain the Survey so that Buyer shall complete its review of title (including the Survey) and give nay notice of disapproval to Seller prior to the "INSPECTION CUTOFF" provided in Section 4(c) hereof. Prior to the Inspection Cutoff, Buyer shall also satisfy itself as to the availability of any matters title policy endorsements Buyer may require and the availability of any such endorsements shall be an item of disapproval to be included in Buyer's title notice. It is the intent of the parties that the defined term PROPERTY shall include all of the real property owned at any time by Seller and/or Xxxxxxx X. Xxxxxx and/or Xxxx Xxxxxx individually within the description set forth in the Title ReportExhibit A or adjacent thereto such that the Property is contiguous on the north, other than west and east with respect property owned by Buyer (or Las Vegas Boulevard on the east in the case of the parcel having direct access to the exceptions described Boulevard) and on the south with property owned by the Company, and that Buyer and/or its affiliates can obtain endorsements from the Title Company assuring that Buyer and its affiliated entities collectively have good and marketable title to the entire contiguous area. (3) If Buyer shall timely give notice of disapproval as aforesaid, then Seller, for a period of ten (10) days following receipt of such notice, or such longer period as may be specified in items writing by Buyer, in no event to exceed thirty (130) days, (the "TITLE CURE PERIOD"), shall use its commercially reasonable efforts to remove (or otherwise modify or cure in a manner satisfactory to Buyer) said disapproved item or items. If Seller fails to cure such disapproved items within such 5 days, then except for (A) those items that exist because of intentional or negligent actions of Seller (excluding any items on the December 11 preliminary title report to the extent they have not been disapproved as of the execution hereof) or (B) those items which by the terms of Section 4 (a) (2) and (3such as all deeds of trust) which Seller is obligated to remove, or (C) items which remain because of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond exercise commercially reasonable efforts to avoid or remove , as to which all such excepted items all remedies shall remain, Buyer's sole remedy shall be deemed to constitute Seller's irrevocable agreement to remove all such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to either (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matterswaive Buyer's disapproval, or (ii) to terminate this Agreement. Buyer's failure Agreement by delivering written termination notice to make such election within three Seller not later than ten (310) business days after being informed following the expiration of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreement.Title

Preliminary Title Report. Within sixty (a60) Not later than four (4) business days after the date of this Agreementhereof, Seller, with Buyerat Seller's assistance and cooperation as necessaryexpense, shall arrange for the cause Escrow Agent ("Title Company Company") to prepare issue and deliver to Buyer a preliminary an A.L.T.A. Form B owner's title report commitment (the "Title ReportCommitment") covering the Real Property dated not earlier than the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insurance, together with a recent ALTA survey of the Real Property certified accompanied by a licensed land surveyor and a legible one copy of each recorded document underlying any all documents affecting the Property, and which constitute exceptions shown in to the Title Report. Subject only to the following permitted exceptions (the "Permitted Exceptions"), Seller shall cause all exceptions to title to the Real Property set forth in such Title Report to be removed prior to the Closing: (1) the standard printed exceptions contained in the Title Company's form of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to the ClosingCommitment. Buyer shall pay all fees and costs associated with obtaining give Seller written notice on or before the Title Report. expiration of the later of (bi) Buyer shall have until 5:00 p.m. sixty (Los Angeles time60) on the fifth (5th) calendar day following Buyerdays after Xxxxx's receipt of the Title Report to disapproveCommitment or (ii) thirty (30) days after Xxxxx's receipt of the survey provided for below, in Buyer's sole discretion, any matters that the condition of title as set forth in the Title ReportCommitment 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 state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may not disapprove 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 exceptions described in items (1)provisions of this Section 2.1 to the contrary, (2) and (3) if Xxxxx fails to notify Seller that the condition of Section 5.13(a). If Buyer timely disapproves of any matters title as set forth in the Title ReportCommitment and survey is or is not acceptable, other than with respect to the exceptions described in items (1), (2) and (3) parties hereby agree that the condition of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement to remove all such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Buyer's failure to make such election within three (3) business days after being informed of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreementacceptable.

Preliminary Title Report. Buyer's approval of (i) a current extended coverage, owner's preliminary title report for the Real Property issued by Chicago Title Insurance Company ("Title Company"), and (ii) all exceptions to title described in Schedule B of the PTR (which together with complete copies of all documents and instruments referred to in any exceptions set forth therein are collectively referred to as the "PTR"). (a) Not No later than four (4) business days two Business Days after the date of this AgreementEffective Date, Seller, with Buyer's assistance and cooperation as necessary, Seller shall arrange for the Title Company to prepare and deliver to Buyer (i) a preliminary title report copy of the PTR and (the "Title Report"ii) covering the Real Property dated not earlier than the date a copy of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy of title insurance, together with a recent ALTA each survey of the Real Property certified by a licensed land surveyor and a legible copy of each recorded document underlying any exceptions shown (including without limitation the most recently performed survey ) in the Title Report. Subject only Seller's possession with respect to the following permitted exceptions Real Property (the "Permitted ExceptionsSurvey"). If Buyer does not expressly object in writing to any exception or other matter in the PTR or the Survey within five (5) Business Days after the later to occur of (x) Seller's delivery of the PTR and Survey to Buyer, or (y) the Effective Date, then Buyer shall be deemed to have approved the PTR and all exceptions set forth therein. Buyer and Seller agree that Buyer shall have five (5) Business Days to review the PTR in its entirety, including, without limitation, the legal description of the Real Property and all title exceptions referred to in the PTR. If Buyer disapproves of any item in the PTR within the five (5) Business Day period, then Buyer shall so notify Seller in writing, specifying in detail the reasons for Buyer's disapproval. Seller shall cause all have the right, but not the obligation, to notify Buyer in writing within five (5) Business Days after Seller's receipt of Buyer's notice that Seller desires to have until the Closing Date in which to remove or cure, or agree to remove or cure, such disapproved items, and/or (subject to Buyer's reasonable satisfaction) to obtain a bond or title commitment or endorsement reasonably acceptable to Buyer at the Close of Escrow insuring Buyer against such disapproved item. Seller's failure to deliver such notice to Buyer shall be deemed an election not to cure the items Buyer has disapproved, and Seller shall be deemed to have delivered the notice described in Section 3.3.2(b). (b) If Seller is unable or unwilling to cure such disapproved items by removing such items or by obtaining a bond, title commitment or endorsement insuring Buyer against such items, then Seller shall so notify Buyer, and Buyer shall have the right either (i) to waive such exceptions to title, and proceed to take title to the Real Property set forth in such Title Report to be removed prior to the Closing: (1) the standard printed exceptions contained in the Title Company's form of Owner's Policy; (2) building restrictions and zoning regulations heretofore or hereafter adopted by any municipal or other public authority relating to the Property; (3) current property taxes not yet delinquent; (4) the exceptions approved by Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report. (b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt of the Title Report to disapprove, in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove of the exceptions described in items (1), (2) and (3) of Section 5.13(a). If Buyer timely disapproves of any matters set forth in the Title Report, other than with respect to the exceptions described in items (1), (2) and (3) of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement to remove all such disapproved matters as exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to (i) proceed with the transaction contemplated hereby and take title subject to such disapproved mattersexceptions, without any deduction or offset in the Purchase Price, and without any cause of action against Seller, or (ii) to terminate this AgreementAgreement and the Escrow by giving written notice of such termination to Seller and to Escrow Holder, on or before five (5) Business Days after the date Seller so notifies Buyer. Buyer's failure to make provide Seller or Escrow Holder with such election within three written notice of termination on or before five (35) business days Business Days after being informed of Seller's decision notice or deemed notice shall be deemed an constitute Buyer's election of option under clause (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreementabove.

Preliminary Title Report. (a) Not later than four (4) business days after the date of this Agreement, Seller, with Buyer's assistance and cooperation as necessary, shall arrange for the Title Company to prepare and deliver to Buyer has obtained a preliminary title report (from the "Title Report") covering Company, dated X identified as File No: X, showing the Real Property dated not earlier than the date of this Agreement, such report showing all matters of record and all items which would be shown as exceptions on a ALTA owner's policy condition of title insuranceto the Property, together with a recent ALTA survey copies (or links to online copies if the report is furnished in digital form) of all exceptions listed therein (“Title Report”). Buyer will have thirty (30) days from the Real Property certified by a licensed land surveyor Effective Date to review the Title Report and a legible copy to notify Seller in writing of each recorded document underlying Buyer’s disapproval of any special exceptions shown in the Title ReportReport (“Unacceptable Exceptions”). Subject only Those exceptions Buyer does not object to are referred to as the following permitted exceptions (the "“Permitted Exceptions")”, Seller shall cause all exceptions to title to except that mortgages, delinquent taxes or other financial obligations secured by the Real Property set forth in such Title Report to be removed prior to are Unacceptable Exceptions even without express objection by the Closing: Buyer unless the holder of the monetary lien or financial obligation secured by the Property (1) enters into a subordination or consent agreement in which it consents to the standard printed exceptions contained in further encumbrance of the Title Company's form of Owner's Policy; Property by the Easement and (2) building restrictions and zoning regulations heretofore or hereafter adopted by agrees that the Easement shall survive any municipal sale or other public authority relating 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 Property; Easement, including but not limited to condemnation or other taking. Seller has fifteen (315) current property taxes not yet delinquent; (4) days after receiving written notice from Buyer of any Unacceptable Exceptions to either remove the exceptions approved by or provide Buyer in accordance with Section 5.13(b); and (5) any exception to which Buyer, in Buyer's sole discretion, specifically and expressly consents in writing prior to the Closing. Buyer shall pay all fees and costs associated with obtaining the Title Report. (b) Buyer shall have until 5:00 p.m. (Los Angeles time) on the fifth (5th) calendar day following Buyer's receipt reasonable assurances of the Title Report to disapprove, manner in Buyer's sole discretion, any matters set forth in the Title Report; provided, however, that Buyer may not disapprove of which the exceptions described in items will be removed on or before the Closing Date (1), (2) and (3) of Section 5.13(athe “Seller Assurance Period”). If Seller does not remove the Unacceptable Exceptions on or before the Closing Date subject to Buyer’s right to terminate the Agreement. If Seller does not remove the exceptions or provide Buyer timely disapproves with such assurances within the Seller Assurance Period, Buyer may terminate this Agreement by providing written notice to Seller within ten (10) days after expiration of the Seller Assurance Period. Upon termination of this Agreement under this paragraph, the Xxxxxxx Money will be promptly refunded to the Buyer. If Buyer does not elect to terminate this Agreement under this 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 matters set forth in new title exceptions not appearing on the Title Report, other than with respect to the such new exceptions described in items (1), (2) and (3) of Section 5.13(a), Seller shall have three (3) business days to indicate in writing whether Seller will cause such disapproved matters to be removed as exceptions to title prior to or concurrently with the Closing. Seller's failure to timely respond shall be deemed to constitute Seller's irrevocable agreement to Unacceptable Exceptions and Seller must remove all such disapproved matters as the new exceptions to title. If Seller timely indicates that it is unwilling to remove any such disapproved matters as exceptions to title, Buyer may elect to (i) proceed with on or before the transaction contemplated hereby and take title subject to such disapproved matters, or (ii) terminate this Agreement. Closing Date unless specifically accepted in writing by Buyer's failure to make such election within three (3) business days after being informed of Seller's decision shall be deemed an election of option (i). If Buyer terminates this Agreement pursuant to this Section 5.13(b), the Deposit (and all interest accrued thereon) shall be returned to Buyer, and the parties shall have no further obligations to one another except for any obligations that, by their terms, survive the termination of this Agreement.