Common use of Preliminary Title Report Clause in Contracts

Preliminary Title Report. Purchaser shall cause Chicago Title Insurance ------------------------ Company, or an agent thereof, ("Title Company") to issue and deliver to Purchaser an A.L.T.A. Form B title commitment on the 1970 form ("Title Commitment") in the amount of the Purchase Price, accompanied by one copy of all documents affecting the Property and which constitute exceptions to the Title Commitment. Purchaser shall give Seller written notice (the "Title Notice") on or before the expiration of the Due Diligence Period, whether such title is or is not acceptable to Purchaser. In the event that the condition of title is not acceptable to Purchaser, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate those exceptions as set forth below; provided, however, that at Closing mortgages may be satisfied or the liens thereof released as to the Property. Upon receipt of the Title Notice, Seller shall use good faith efforts to eliminate or modify all unacceptable matters to the satisfaction of Purchaser. Purchaser may at any time waive in writing its objection to title and accept title to the Property subject to the exceptions objected to by Purchaser. In the event Purchaser does not waive its objections (as set forth in the Title Notice) and if Seller is unwilling or unable, upon exercise of due diligence, to remove the matters within thirty (30) days after receipt of the Title Notice, Purchaser may, at its option (i) accept title subject to the objections raised by Purchaser, in which event said objection(s) shall be deemed waived for all purposes, or (ii) rescind this Agreement, whereupon this Agreement shall terminate and all Xxxxxxx Money with interest (less $100.00 as consideration to be paid to Seller) shall be returned to Purchaser.

Preliminary Title Report. Purchaser shall cause Chicago Optionee ordered a Preliminary Title Insurance ------------------------ CompanyReport for the Option Property, or an agent thereofdated October 29, 2012, from LandAmerica Lawyer’s Title ("“Title Company"”) [File No. 412240915], together with legible copies of the documents of record evidencing all title exceptions (collectively, the “Title Report”). Optionee shall have until February 8, 2013, to issue notify Optionor and deliver to Purchaser an A.L.T.A. Form B title commitment Escrow Holder, in writing, of Optionee’s disapproval of any exceptions shown on the 1970 form Title Report ("the “Title Commitment") in Review Period”). If Optionee does not give Optionor and Escrow Holder written notice of disapproval by the amount end of the Purchase PriceTitle Review Period, accompanied by one copy of all documents affecting the Property and which constitute exceptions to the Title Commitment. Purchaser Report and supporting documents shall give Seller written notice be deemed approved and all exceptions therein (other than the "Title Notice"Deemed Disapproved Exceptions (defined below)) on or before the expiration of the Due Diligence Period, whether such title is or is not acceptable to Purchaser. In the event that the shall be deemed “Permitted Exceptions” and this condition of title is not acceptable to Purchaser, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate those exceptions as set forth belowbe deemed satisfied; provided, however, that at Closing mortgages may be satisfied or following the liens thereof released as to the Property. Upon receipt expiration of the Title NoticeReview Period, Seller if Optionee exercises the Option without disapproval, Optionee shall use good faith efforts to eliminate or modify all unacceptable matters to the satisfaction of Purchaser. Purchaser may at any time waive in writing its objection to title and accept take title to the Option Property subject to all encumbrances, rights, restrictions and interests affecting the Option Property shown as exceptions objected in the Title Report, except that Optionor shall remove, at or before the Close of Escrow, and shall cause the Option Property to be delivered free and clear of, any deeds of trusts, mortgages, mechanics’ liens and/or other monetary liens (except non-delinquent taxes and assessments) encumbering the Option Property, and not created, caused or consented to by PurchaserOptionee (collectively, the “Deemed Disapproved Exceptions”). Optionee shall have the right, prior to the Close of Escrow, to disapprove any title exceptions reflected on any supplement to the Title Report issued by the Title Company (the “New Exceptions”), except to the extent the New Exceptions arise or result from the activities of Optionee or Optionee’s agents. 5.1.1 Within five (5) business days of receipt of Optionee’s notice of disapproval of any exceptions (including any New Exceptions), Optionor shall notify Optionee and Escrow Holder whether Optionor is willing to remove, on or before the Close of Escrow, any such item which Optionee has disapproved. If Optionor gives timely notice of its election to remove the disapproved item and thereafter fails to do so before the Close of Escrow, then Optionor shall be deemed to be in default hereunder. If Optionor does not give Optionee and Escrow Holder written notice within said five (5) business day period, Optionor shall be deemed to have elected not to remove any such item which Optionee has disapproved. If there are exceptions which Optionee has disapproved and which Optionor is not willing to remove at Optionor’s expense (or is deemed to have elected to not remove), Optionee shall have until fifteen (15) days after the end of the Title Review Period or with respect to any New Exceptions, five (5) business days after the date on which Optionor delivers to Optionee its written notice or, if Optionor has failed to timely deliver to Optionee said notice, the date which is five (5) business days after the expiration of said five (5) business day period to notify Optionor in writing of Optionee’s election to either (a) waive its disapproval and approve such exceptions, or (b) terminate this Agreement and shall be repaid any previously paid Option Consideration. If Optionee elects to waive its disapproval and approves any such exceptions, or if Optionee does not expressly elect to terminate by timely delivery of a termination notice (or other notice of termination in connection with Optionee’s disapproval of any New Exceptions), such exceptions then shall be deemed to become Permitted Exceptions at the Close of Escrow. In the event Purchaser does not waive its objections (of the termination of this Agreement by Optionee prior to Close of Escrow as provided above in this Section, the Option Consideration shall be refunded to Optionee by Optionor and neither party shall have any further rights, duties, or obligations hereunder with respect to the Option Property, except for such matters which expressly survive the termination of this Agreement as set forth in the Title Notice) and if Seller is unwilling or unable, upon exercise of due diligence, to remove the matters within thirty (30) days after receipt of the Title Notice, Purchaser may, at its option (i) accept title subject to the objections raised by Purchaser, in which event said objection(s) shall be deemed waived for all purposes, or (ii) rescind this Agreement, whereupon this Agreement shall terminate and all Xxxxxxx Money with interest (less $100.00 as consideration to be paid to Seller) shall be returned to Purchaserherein.

Preliminary Title Report. Purchaser shall cause CHICAGO TITLE COMPANY In response to the application for a policy of title insurance referenced herein, Chicago Title Insurance ------------------------ CompanyCompany hereby reports that it is prepared to issue, or an agent thereofcause to be issued, ("Title Company") to issue and deliver to Purchaser an A.L.T.A. Form B title commitment on the 1970 form ("Title Commitment") in the amount as of the Purchase Pricedate hereof, accompanied a policy or portion of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by one copy reason of all documents affecting the Property and which constitute exceptions any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the Title Commitmentprinted Schedules, Conditions and Stipulations or Conditions of said policy forms. Purchaser shall give Seller written notice (The printed Exceptions and Exclusions from the "Title Notice") coverage and Limitations on Covered Risks of said policy or before the expiration of the Due Diligence Period, whether such title is or is not acceptable to Purchaser. In the event that the condition of title is not acceptable to Purchaser, Purchaser shall state in the Title Notice which exceptions to the Title Commitment policies are unacceptable and Seller shall undertake to eliminate those exceptions as set forth below; provided, however, in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that at Closing mortgages may be satisfied or the liens thereof released as to the Property. Upon receipt of the Title Notice, Seller shall use good faith efforts to eliminate or modify all unacceptable matters to the satisfaction of Purchaser. Purchaser may at any time waive in writing its objection to title and accept title to the Property subject to the exceptions objected to by Purchaser. In the event Purchaser does not waive its objections (as set forth in the Title Notice) and if Seller is unwilling arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or unable, upon exercise of due diligence, to remove the matters within thirty (30) days after receipt Insured as the exclusive remedy of the Title Notice, Purchaser may, at its option (i) accept title subject parties. Limitations on Covered Risks applicable to the objections raised by PurchaserCLTA and ALTA Homeowner’s Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are available from the office which issued this report. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, in which event said objection(sa Binder or Commitment should be requested. The policy(s) shall be deemed waived for all purposes, or (ii) rescind this Agreement, whereupon this Agreement shall terminate and all Xxxxxxx Money with interest (less $100.00 as consideration of title insurance to be paid to Sellerissued hereunder will be policy(s) shall be returned to Purchaserof Chicago Title Insurance Company, a Nebraska corporation. Chicago Title Company BY /s/ [ILLEGIBLE] President ATTEST /s/ [ILLEGIBLE] /s/ Xxxxxx Xxxxx Secretary ISSUING OFFICE: 0000 Xxxx Xxxxx Drive, Suite 400 • Concord, CA 94520 Title Officer: Xxxxx Xxxxxxx-Comm Title Only Title No.: 09-59025180-8-DP Locate No.: CACT17701-7701-5590-0059025180 TO: Chicago Title Company-Los Angeles 000 xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Los Angeles, CA 90017 ATTN: Xxxxxx Xxxxxx YOUR REFERENCE: B0901840 SHORT TERM RATE: Yes PROPERTY ADDRESS: 00000 Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxx EFFECTIVE DATE: September 3, 2009, 07:30 A.M. The form of policy or policies of title insurance contemplated by this report is: CLTA Standard Coverage Policy - 1990

Preliminary Title Report. Purchaser Within twenty-one (21) days after execution of this Lease by Landlord and Tenant, Landlord, at Landlord's expense, shall cause Chicago Title Insurance ------------------------ Companya title insurance company mutually acceptable to the parties through JOHNSON, or an BLAKELY, POPE, BOKOR, RUPPXX & XURNX, X.A., its agent thereof, ("Title Company") to issue and deliver to Purchaser an A.L.T.A. Tenant and A.L.T. A. Form B owner's title commitment on the 1970 form ("Title Commitment") in the amount of the Purchase Price, accompanied by one copy of all documents affecting the Property Property, and which constitute exceptions to the Title Commitment. Purchaser Tenant shall give Seller Landlord written notice (the "Title Notice") on or before the expiration of the Due Diligence Periodlater of (i) fifteen (15) days after Tenant's receipt of the Title Commitment or (ii) fifteen (15) days after Tenant's receipt of the survey provided for below, whether such that the condition of title as set forth in the Title Commitment and survey is or is not acceptable satisfactory, in Tenant's reasonable judgment. Any condition, defect or other circumstance which renders title unmarketable of record shall be sufficient grounds for Tenant to Purchaserreasonably object to the condition of title. In the event that the condition of title is not acceptable to Purchaseracceptable, Purchaser Tenant shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller Landlord shall undertake to eliminate those such exceptions as set forth below; provided, however, that at Closing Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Upon receipt of the Title NoticeLandlord shall, Seller shall at his sole cost and expense not to exceed $1,000.00, promptly undertake and use good faith efforts due diligence to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser. Purchaser may at any time waive Tenant, but in writing its objection no event shall Landlord be required to title and accept title to the Property subject to the exceptions objected to by Purchaserfile suit. In the event Purchaser does not waive its objections (as set forth in Landlord is unable with the Title Notice) and if Seller is unwilling or unable, upon exercise of due diligence, diligence to remove satisfy the matters objections within thirty ninety (3090) days after receipt of the Title Noticenotice, Purchaser Tenant may, at its option option, (i) accept title subject to the objections raised by PurchaserTenant, without an adjustment in the Lease rent or Purchase Price, in which event said objection(s) the objections shall be deemed to be waived for all purposes, or (ii) terminate this Lease and rescind this Agreement, whereupon Option and this Agreement shall terminate be of no further force and all Xxxxxxx Money with interest (less $100.00 effect. Notwithstanding any of the provisions of this Section 42.1 to the contrary, if Tenant fails timely to notify Landlord that the condition of title as consideration to be paid to Seller) set forth in the Title Commitment and survey is or is not acceptable, the parties agree that the condition of title shall be returned to Purchaserdeemed acceptable.

Preliminary Title Report. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser shall cause a customary owner’s title commitment, together with copies of all instruments listed therein as exceptions to title to the Property, issued by Beach Abstract and Guaranty Company, as a local agent of Chicago Title Insurance ------------------------ Company, Company or an agent thereof, another title insurance company acceptable to Purchaser ("the “Title Company"”), dated subsequent to the date of this Agreement, showing fee simple title to Seller’s Undivided Interest in the Land to be held by Seller (the “Title Commitment”) and subject to the customary terms thereof committing the Title Company to issue and deliver to Purchaser an A.L.T.A. Form B upon the Closing a standard policy of title commitment on the 1970 form ("Title Commitment") insurance to insure fee simple title to Seller’s Undivided Interest in the Land to Purchaser, in an amount of equal to the Purchase Price, accompanied subject only to Permitted Exceptions (the “Title Policy”). It shall not be objectionable if the Title Commitment shall show the existence of other liens, encumbrances or title conditions other than the Permitted Exceptions provided (i) the same are discharged, canceled of record and terminated at or prior to Closing by one copy Seller, and (ii) the Title Company shall delete same as of all documents affecting the Property Closing from the Title Commitment and which constitute exceptions the Title Policy to be issued pursuant thereto, by endorsement or other manner reasonably acceptable to Purchaser. The cost of the Title Commitment and Policy shall be paid by Seller; provided, notwithstanding anything herein to the Title Commitment. contrary, in the event Purchaser shall give Seller written notice (terminates this Agreement prior to the "Title Notice") on or before the expiration end of the Due Diligence Period, whether such other than because of a title is defect or is not acceptable other adverse matter relating to Purchaser. In the event that Property or breach by Seller, then the condition cost of title is not acceptable to Purchaser, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate those exceptions as set forth below; provided(i.e., however, that at Closing mortgages may be satisfied or the liens thereof released as to the Property. Upon receipt of the Title Notice, Seller shall use good faith efforts to eliminate or modify all unacceptable matters to the satisfaction of Purchaser. Purchaser may at any time waive in writing its objection to title and accept title to the Property subject to the exceptions objected to by Purchaser. In the event Purchaser does not waive its objections (as set forth in the Title Notice) and if Seller is unwilling or unable, upon exercise of due diligence, to remove the matters within thirty (30) days after receipt of the Title Notice, Purchaser may, at its option (i) accept title subject to the objections raised by Purchaser, in which event said objection(ssearch fee) shall be deemed waived for all purposes, or (ii) rescind this Agreement, whereupon this Agreement shall terminate and all Xxxxxxx Money with interest (less $100.00 as consideration to be paid to Seller) shall be returned to by Purchaser.

Preliminary Title Report. Purchaser shall cause Chicago Title Insurance ------------------------ Company, or an agent thereof, ("Title Company") to issue and deliver to Purchaser and Seller an A.L.T.A. Form B title commitment on the 1970 form ("Title Commitment") in the amount of the Purchase Price, accompanied by one copy of all documents affecting the Property and which constitute exceptions to the Title CommitmentCommitment ("Recorded Documents"). Purchaser shall give Seller written notice (the "Title Notice") on or before the expiration within seven (7) days after Purchaser's receipt of the Due Diligence PeriodTitle Commitment, the Recorded Documents and the Survey, whether such title is or is not acceptable to Purchaser. In the event that the condition of title is not acceptable to PurchaserPurchaser or if the Title Company is unwilling to issue _____________________ (the "Required Endorsements"), Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall undertake which Required Endorsements Title Company is unwilling to eliminate those exceptions as set forth below; provided, however, that at Closing mortgages may be satisfied or the liens thereof released as to the Propertyissue. Upon receipt of the Title Notice, Purchaser and Seller shall use good faith efforts to eliminate attempt to agree upon a definitive list of title exceptions acceptable to Purchaser and Seller ("Permitted Exceptions") on or modify all unacceptable matters to before the satisfaction expiration of Purchaser. Purchaser may at any time waive in writing its objection to title and accept title to the Property subject to seven (7) day period following the exceptions objected to by Purchaser. In the event Purchaser does not waive its objections (as set forth in the Title Notice) and if Seller is unwilling or unable, upon exercise of due diligence, to remove the matters within thirty (30) days after receipt delivery of the Title Notice, Purchaser may, at its option (i) accept . All other exceptions to title subject to the objections raised by Purchaser, in which event said objection(s) shall be deemed waived "Unpermitted Exceptions." Notwithstanding the foregoing, Seller agrees that liens and other encumbrances for the payment of money of a definite and ascertainable amount which are disclosed by the original Title Commitment other than real estate taxes not yet due and payable and special assessments shall be Unpermitted Exceptions which Seller shall remove on or before Closing. If the parties agree upon a list of Permitted Exceptions, Seller shall cause the Title Company to remove all purposesUnpermitted Exceptions and issue the Required Endorsements at the Closing. If the parties cannot agree upon a mutually acceptable list of Permitted Exceptions on or -3- before the expiration of said seven (7) day period, then Purchaser shall have the right to terminate this Agreement by notice to Seller on or (ii) rescind before the Closing Date or waive its objections to such title matters. If Purchaser terminates this AgreementAgreement in accordance with the terms of this Section 4.A., whereupon this Agreement shall terminate become null and void without further action of the parties and all Xxxxxxx Money Money, together with any interest (less $100.00 as consideration to be paid to Seller) accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except as specifically set forth herein.

Preliminary Title Report. Purchaser Seller shall cause Chicago Title Insurance ------------------------ Companydeliver, or an agent thereofcause Escrow Holder to deliver, to Buyer a current preliminary title report ("“Title Company"Report”) to issue showing the state of the title of the Property, and deliver to Purchaser an A.L.T.A. Form B the underlying title commitment on the 1970 form ("Title Commitment") exceptions referenced in the amount Title Report. Buyer shall have until forty-five (45) days following the Effective Date of this Agreement to notify Seller, in writing, of Buyer’s objection to any exceptions contained in the Title Report (hereinafter referred to as “Title Defects”). If Buyer does not approve or disapprove such Title Report in writing within such forty-five (45) day period referred to in the immediately preceding sentence, then Buyer shall be deemed to have approved all of the Purchase Pricetitle exceptions set forth in the Title Report. Upon receipt of notification of any Title Defects by Buyer within the forty-five (45) day period referred to above, accompanied Seller shall have ten (10) days within which to elect, by one copy of all documents affecting written notice to Buyer, to remove or delete from the Property and which constitute exceptions title to be conveyed to Buyer any Title Defects objected to by Buyer. If Seller so elects to cure such Title Defects, Seller shall remove the same from record title at Seller’s expense at or prior to the close of escrow and such Title CommitmentDefects shall not constitute Approved Exceptions (defined below). Purchaser If Seller does not elect to cure such Title Defects, Seller shall give Seller notify Buyer thereof in writing within said ten (10) day period, and Buyer may elect by giving written notice (the "Title Notice") to Seller on or before the expiration of the Due Diligence Feasibility Period referred to below to either waive its objections and proceed with the purchase of the Property pursuant to the terms of this Agreement or terminate this Agreement and all of its obligations, in which event Buyer shall be entitled to the immediate return of Buyer’s Deposits and all interest accrued thereon while in escrow. If Buyer fails to make such election prior to the expiration of the Feasibility Period, whether such title is then Buyer shall be deemed to have elected not to terminate this Agreement as provided in the immediately preceding sentence. The preceding to the contrary notwithstanding, Seller hereby agrees that on or is not acceptable before the Closing under this Agreement, Seller shall remove, or cause to Purchaser. In the event that be removed, from the condition of title is not acceptable to Purchaser, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate those exceptions as set forth below; provided, however, that at Closing mortgages may be satisfied or the liens thereof released as to the Property, at no cost to Buyer, all deeds of trust and other monetary liens (other than non-delinquent real property taxes and assessments) affecting the Property, or any portion thereof. Upon receipt of Without having to object in writing to the Title Noticesame during the forty-five (45) day title objection period set forth above, Seller shall use good faith efforts acknowledges that Buyer objects to eliminate any and all deeds of trust or modify all unacceptable matters mortgages affecting the Property, and Seller agrees to cause the satisfaction of Purchaser. Purchaser may at any time waive in writing its objection same to title and accept be removed from title to the Property subject on or prior to the exceptions objected to by Purchaserclose of escrow hereunder and the same shall not be Approved Exceptions. In the event Purchaser does not waive its objections (as set forth in the Title Notice) and if Seller is unwilling or unable, upon exercise For purposes of due diligence, to remove the matters within thirty (30) days after receipt of the Title Notice, Purchaser may, at its option (i) accept title subject to the objections raised by Purchaser, in which event said objection(s) shall be deemed waived for all purposes, or (ii) rescind this Agreement, whereupon the term “Approved Exceptions” shall mean those title exceptions applicable to the Property which are accepted by Buyer in accordance with the terms of this Agreement shall terminate and all Xxxxxxx Money with interest (less $100.00 as consideration to be paid to Seller) shall be returned to PurchaserSection 4.1.1.

Preliminary Title Report. Purchaser Berkshire, at it's sole cost and expense, shall cause Chicago Lawyer's Title Insurance ------------------------ Company, or an agent thereof, ("Title Company") to issue and deliver to Purchaser Berkshire, an A.L.T.A. Form B title commitment on the 1970 form ("Title Commitment") in the amount of the Purchase PriceThirty-Four Million Four Hundred Seventy-Two Thousand Two Hundred Twenty and No/100 Dollars ($34,472,220.00), accompanied by one copy of all documents affecting the CRLP Property and which constitute exceptions to the Title Commitment. Purchaser Berkshire shall give Seller CRLP written notice (the "Title Notice") on or before the expiration of the Due Diligence Period, whether such title is or is not acceptable to PurchaserBerkshire. In the event that the condition of title is not acceptable to PurchaserBerkshire, Purchaser Berkshire shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller CRLP shall undertake use good faith efforts to eliminate those exceptions as set forth below; provided, however, that at Closing Closing, CRLP shall be obligated to satisfy and remove all mortgages may be satisfied or the and other monetary liens thereof released as to the CRLP Property. Upon receipt of the Title Notice, Seller CRLP shall use good faith efforts to eliminate or modify all unacceptable matters to the reasonable satisfaction of PurchaserBerkshire. Purchaser Berkshire may at any time waive in writing its objection to title and accept title to the CRLP Property subject to the exceptions objected to by PurchaserBerkshire. In the event Purchaser Berkshire does not waive its objections (as set forth in the Title Notice) and if Seller CRLP is unwilling or unable, upon exercise of due diligence, to remove the matters within thirty (30) days after receipt of the Title Notice, Purchaser Berkshire may, at its option (iI) accept title subject to the objections raised by PurchaserBerkshire, in which event said objection(s) shall be deemed waived for all purposes, or (ii) rescind this Agreement, whereupon this Agreement shall terminate and all Xxxxxxx Exxxxxx Money with interest (less $100.00 as consideration to be paid to Seller) shall be returned to Purchaserboth parties.

Preliminary Title Report. Purchaser shall cause Chicago Title Insurance ------------------------ Company, or an agent thereof, Exchangor provided to Buyer a preliminary title report (revision number 1) ("Title CompanyPreliminary Report") from Western, file number 88358, dated September 23, 2014, evidencing its willingness to issue and deliver an owner's policy of title insurance insuring the condition of the title to Purchaser an A.L.T.A. Form B title commitment on the 1970 form ("Title Commitment") in Property, subject to the exceptions therein set forth. Buyer approved the Preliminary Report; however, given the amount of time that has passed since that date Exchangor accepts that it must provide an updated Preliminary Report to Buyer confirming that the Purchase Pricecondition of the title has not changed. Assuming the updated Preliminary Report shows that the condition of the title matches what is listed in the September 23, accompanied by one copy 2014 revision, Buyer will accept a policy of all documents affecting the Property title insurance insuring title as shown therein, and which constitute exceptions a deed conveying title subject to the Title Commitment. Purchaser shall give Seller written notice (special exceptions shown in the "Title Notice") on or before Preliminary Report and the expiration of the Due Diligence Period, whether such title is or is not acceptable to Purchasermatters above set forth. In the event that the condition of title is a subsequent Preliminary Report shall disclose exceptions not acceptable to Purchaser, Purchaser shall state shown in the Title Notice Preliminary Report dated September 23, 2014, Buyer shall have five (5) business days after knowledge of such additional exceptions within which to notify Exchangor in writing of Buyer's disapproval of any such new exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate those exceptions as set forth below; provided, however, that at Closing mortgages may be satisfied or the liens thereof released as to the Property. Upon receipt of the Title Notice, Seller shall use good faith efforts to eliminate or modify all unacceptable matters to the satisfaction of Purchaser. Purchaser may at any time waive in writing its objection to title and accept title to the Property subject to the exceptions objected to by Purchasertitle. In the event Purchaser does not waive its objections (as set forth in of such disapproval, Exchangor shall have until the Title Notice) closing date to eliminate any such disapproved exception, or to provide satisfactory evidence that the same will be removed at closing. If Exchangor is unable, or if Exchangor notifies Buyer Exchangor believes it is unable, to eliminate any exception so disapproved, either party may rescind this Agreement upon written notice to the other, given prior to closing. If Buyer shall give Exchangor such a Notice of Disapproval, and if Seller the same is unwilling or unablenot remedied as above, upon exercise and if Exchangor shall thereupon give Buyer a Notice of due diligenceRescission, to remove the matters unless Buyer notifies Exchangor within thirty five (305) days after receipt of the Title Noticesaid Notice of Rescission that Buyer elects to waive its prior disapproval, Purchaser may, at its option (i) accept title subject in the condition shown by the most recent report, and proceed to closing, then and in that event the objections raised by Purchaser, in which event said objection(s) shall be deemed waived for all purposes, or (ii) rescind this Agreement, whereupon this Agreement shall terminate and all Xxxxxxx Money with interest (less $100.00 as consideration to be paid to Seller) xxxxxxx money shall be returned to PurchaserBuyer, and all obligations of the parties to proceed with the closing of the transaction, this Agreement and all rights hereunder shall be terminated, and Buyer thereafter shall have no interest of any kind or nature in the Property. If Buyer shall waive any such new matter as provided above, rather than cancel the transaction, there shall be no damages and no reduction or abatement of the Exchange Value, except as the parties may otherwise expressly agree in writing.

Preliminary Title Report. Purchaser Within five (5) Business Days after the Opening of Escrow, the Title Company shall cause Chicago Title Insurance ------------------------ Companydeliver a current preliminary title report for the Land to Buyer, or an agent thereof, ("Title Company") to issue and deliver to Purchaser an A.L.T.A. Form B title commitment on the 1970 form ("Title Commitment") in the amount of the Purchase Price, accompanied by one copy together with legible copies of all documents affecting the Property referred to therein and which constitute a plot of locatable exceptions to (the Title CommitmentReport, together with such documents and plot, may be referred to herein collectively as the “Title Documents”). Purchaser shall give Seller Buyer’s failure to approve or disapprove the Title Documents or any items disclosed on any survey by delivery of written notice (the "“ Buyer’s Title Notice"”) on or thereof to Seller and Escrow Holder before the expiration of the Due Diligence Feasibility Period, shall be deemed Buyer’s approval thereof, provided that any monetary lien other than non- delinquent property taxes and assessments, shall automatically be deemed a Disapproved Exception (as defined below), whether such title is or is not acceptable to Purchaser. In the event Buyer provides notice of disapproval of same, that the condition of title is not acceptable to Purchaser, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall undertake be obligated to eliminate those exceptions as set forth below; provided, however, that at Closing mortgages may be satisfied cure on or before the liens thereof released as to the PropertyClosing. Upon receipt If Buyer disapproves any of the Title NoticeDocuments or items disclosed on any survey, Buyer shall specify which Title Documents or survey issues are disapproved (the “Disapproved Exceptions”) prior to the expiration of the Feasibility Period. If Buyer timely notifies Seller in writing of any Disapproved Exceptions, then Seller shall use good faith efforts to eliminate or modify all unacceptable matters to the satisfaction of Purchaser. Purchaser may at any time waive in writing its objection to title and accept title to the Property subject to the exceptions objected to by Purchaser. In the event Purchaser does not waive its objections have five (as set forth in the Title Notice5) and if Seller is unwilling or unable, upon exercise of due diligence, to remove the matters within thirty (30) days Business Days after receipt of the Buyer’s Title Notice, Purchaser may, at its option Notice to notify Buyer either (i) accept that Seller will remove such Disapproved Exception(s) from title subject to on or before the objections raised by Purchaser, in which event said objection(s) shall be deemed waived for all purposes, Closing Date; or (ii) rescind that Seller elects in its sole discretion not to cause such Disapproved Exception(s) to be removed. Seller’s failure to provide such notification to Buyer shall be deemed to be Seller’s election not to cause such Disapproved Exception(s) to be removed. If Seller elects (or is deemed to have elected) not to remove any Disapproved Exception, then notwithstanding the expiration of the Feasibility Period, Buyer may, by written notice to Seller delivered within five (5) Business Days thereafter, in its sole discretion, elect to waive its objection and proceed with the Closing or terminate this Agreement, whereupon . Buyer’s failure to provide written notice of its election to terminate this Agreement shall terminate and all Xxxxxxx Money with interest within such five (less $100.00 as consideration to be paid to Seller5) Business Day period shall be returned deemed Buyer’s election to Purchaserproceed with the Closing and waive its objection to such Disapproved Exceptions.

Preliminary Title Report. Purchaser Within ten (10) days after the Effective Date, Seller shall cause Chicago the Title Insurance ------------------------ Company, or an agent thereof, ("Title Company") Company to issue and deliver to Purchaser an A.L.T.A. Form B a title commitment issued by the Title Company as agent for Old Republic National Title Insurance Company (the “Title Insurer”) covering the Land and accompanied by copies of all recorded documents listed on such title commitment (collectively, the 1970 form ("“Title Commitment") in the amount of the Purchase Price, accompanied by one copy of all documents affecting the Property and which constitute exceptions to the Title Commitment”). Purchaser shall give Seller deliver written notice to Seller and the Title Company (such notice being called the "Title “Objection Notice"”) on or before 5:00 p.m. EST on the expiration date that is ten (10) days after Purchaser receives the later of the Due Diligence Period, whether such Title Commitment and the Updated Survey (as hereinafter defined) (the “Title Objection Deadline”) if the condition of title is or to the Land as set forth in the Title Commitment and the Updated Survey is not acceptable to Purchasersatisfactory. In the event Purchaser states in the Objection Notice that the condition of title to the Land is not acceptable to Purchaser, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate those exceptions as set forth below; provided, however, that at Closing mortgages may be satisfied or the liens thereof released as to the Property. Upon receipt of the Title Noticesatisfactory, Seller may (but shall use good faith efforts not be obligated), at Seller’s sole cost and expense, undertake to eliminate or modify all unacceptable matters described in the Objection Notice to the reasonable satisfaction of Purchaser. Purchaser may at any time waive in writing its objection to title and accept title to the Property subject to the exceptions objected to by Purchaser. In the event Purchaser does Seller has not waive its satisfied such objections within ten (as set forth in the Title Notice) and if Seller is unwilling or unable, upon exercise of due diligence, to remove the matters within thirty (3010) days after its receipt of the Title NoticeObjection Notice (such ten (10) day period being called the “Cure Period”), Purchaser may, at its option and as its sole remedy, either (ia) accept title the Land subject to the objections raised by Purchaser, without an adjustment in the Purchase Price, in which event said objection(s) such objections shall be deemed to be waived for all purposes, or (b) terminate this Agreement by written notice delivered to the Title Company and Seller prior to the later of (i) 5:00 p.m. EST on the date which is three (3) days after the final day of the Cure Period, or (ii) rescind this Agreementthe final day of the Inspection Period, whereupon in which event the Escrow Deposit shall be promptly returned to Purchaser by the Title Company and this Agreement shall terminate be of no further force or effect. If Purchaser shall fail to deliver the Objection Notice prior to the Title Objection Deadline, Purchaser shall be conclusively deemed to have approved the condition of the title to the Land as set forth in the Title Commitment and the Updated Survey, and all Xxxxxxx Money with interest (less $100.00 as consideration to be paid to Seller) matters set forth therein shall be included within the Permitted Exceptions (as hereinafter defined). In the event the Title Company amends or updates the Title Commitment after the expiration of the Cure Period to add new exceptions to coverage thereunder (any such amendment or update being called a “Title Update”), Purchaser shall have the right to deliver the Objection Notice with respect to such new exception or exceptions to Seller within three (3) Business Days following its receipt of such Title Update. Should Purchaser fail to notify Seller in writing of its objection to any exception first disclosed in a Title Update within such three (3) Business Day period, Purchaser shall be deemed to have approved such additional exception. In the event Seller fails to satisfy any such objection within ten (10) days after its receipt of the Objection Notice with respect to any Title Update (such ten (10) day period being called the “Supplemental Cure Period”), Purchaser may, at its option, and as its sole and exclusive remedy either (x) accept the Land subject to the objections raised by Purchaser, without an adjustment in the Purchase Price, in which such objections shall be deemed to have been waived for all purposes or (y) terminate this Agreement by written notice delivered to the Title Company and Seller prior to the later of (1) expiration of the Inspection Period and (2) 5:00 p.m. EST on the date which is three (3) days after the final day of the Supplemental Cure Period, in which event the Escrow Deposit shall be promptly returned to PurchaserPurchaser by the Title Company and this Agreement shall be of no further force or effect.

Preliminary Title Report. Purchaser Within ten (10) days from the ------------------------ Commencement Date, Seller shall cause Chicago Title Insurance ------------------------ Company, or an agent thereof, ("Title Company") to issue order and deliver to Purchaser an A.L.T.A. Form B a preliminary title commitment on report from Commonwealth Land Title Company which shall be accompanied by all underlying documents of record (the 1970 form (preliminary title report and underlying documents being collectively referred to as the "Title CommitmentPTR") in the amount of the Purchase Price, accompanied by one copy of all documents affecting the Property and which constitute exceptions to the Title Commitment. Purchaser shall give Seller written notice (the "Title Notice") on or before the expiration of the Due Diligence Period, whether such title is or is not acceptable to Purchaser. In the event that reflect the condition of title is not acceptable to Purchaser, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable Property as of a date not earlier than the Commencement Date. If Purchaser does not receive the PTR within the 10-day period, all time frames identified below as a condition of purchase and Seller the date for Close of Escrow shall undertake to eliminate those exceptions as set forth below; provided, however, that at Closing mortgages may be satisfied or extended by the liens thereof released as to same number of days the Property. Upon receipt of the Title NoticePTR is delayed, up to a maximum of seven (7) days, at which xxxx Xxxxxx shall be deemed in default of its obligations under this Article 3(b). Purchaser shall have fifteen (15) days after receipt of the PTR within which to approve or send written objection to any item, exception, or condition shown on the PTR other than current taxes. Those items not objected to in writing within the 15-day period shall be deemed approved by Purchaser. If Purchaser disapproves in writing of any items, exceptions or conditions shown on the PTR within the 15-day period, Seller shall use good faith efforts have seven (7) days from the date of any such notice in which to eliminate cause the same to be removed, or modify all unacceptable matters to otherwise satisfy Purchaser with respect to the satisfaction of Purchasersame. If Seller is unable to cure or remove all disapproved items from the PTR within such time frame, Purchaser may at any time either (i) waive in writing its objection to title objections and accept title to the Property subject to the exceptions objected to by Purchaser. In the event Purchaser does not waive in its objections (as set forth in the Title Notice) and if Seller is unwilling or unable, upon exercise of due diligence, to remove the matters within thirty (30) days after receipt of the Title Notice, Purchaser may, at its option (i) accept title subject to the objections raised by Purchaser, in which event said objection(s) shall be deemed waived for all purposesthen-current condition, or (ii) rescind this Agreement, whereupon terminate this Agreement by giving notice to Seller (with a copy to Escrow Holder) within five (5) days of Seller notifying Purchaser that it is unable to cure or remove such items. If Purchaser duly exercises its right of termination under this section then Escrow Holder shall terminate return the Deposit to Purchaser as Purchaser's sole remedy. If Purchaser fails to exercise its right of termination under this section, then Purchaser shall be required to accept any and all Xxxxxxx Money with interest (less $100.00 as consideration to be paid to Seller) shall be returned to Purchaseruncured title defects and lack of insurability, without postponement of the Closing Date or reduction in the Purchase Price and without any claim against Seller on account thereof.

Preliminary Title Report. Purchaser Seller shall cause Chicago Title Insurance ------------------------ Companythe Escrow Agent, or an as agent thereoffor [TITLE COMPANY NAME] (in its capacity as title insurer, ("“Title Company"”) to issue and deliver to Purchaser within ten (10) days from the execution of this Contract, an A.L.T.A. Form B ALTA title commitment (on ALTA Form 2006 or the 1970 form then-current ALTA form) ("“Title Commitment"”) in the amount of the Purchase Price, accompanied by one copy copies of all documents affecting the Property and which constitute constituting exceptions to the Title Commitment. Within thirty (30) days after the Effective Date, Purchaser shall give Seller written notice (the "“Title Notice"”) on or before the expiration of the Due Diligence Period, whether such title is or is not acceptable to Purchaser. In the event that the condition of title is not acceptable to Purchaser, Purchaser shall state any objectionable items found in the Title Notice which exceptions to Commitment or shown on the Survey, as defined below (collectively, if any, the “Title Commitment are unacceptable and Seller shall undertake to eliminate those exceptions as set forth below; provided, however, that at Closing mortgages may be satisfied or the liens thereof released as to the PropertyObjections”). Upon Within five (5) days of receipt of the Title Notice, Seller shall use good faith efforts provide Purchaser with a response indicating whether it has elected to eliminate or modify all unacceptable matters the Title Objections to the reasonable satisfaction of Purchaser; if Seller does not provide such notice, Seller shall be deemed to have elected not to cure such Title Objections. Seller shall be under no obligation to cure any Title Objection; provided, however, that Seller shall satisfy (i) any lien, money charge, judgment, deed of trust, mortgage or other encumbrance that can be removed by the payment of a specified sum, (ii) any other title matter that first appears after the date of the Title Commitment that is caused, allowed or consented to by Seller and is not authorized by this Contract, and (iii) any ad valorem taxes or assessments that constitute title exceptions that would be delinquent if unpaid at Closing (collectively, the “Mandatory Cure Items”). Purchaser may at any time waive in writing its objection to title one or more Title Objections and accept title to the Property subject to the exceptions objected to by Purchaserthereto. In the event Purchaser does not waive its objections (as set forth in the Title Notice) Objections and if Seller is unwilling unwilling, or unable, upon exercise of due diligencehas been deemed to have declined, to remove the matters cure such Title Objections within thirty ten (3010) days after receipt of the Title Notice, then Purchaser may, at its option (i) accept title the Property subject to the objections raised by PurchaserTitle Objections, in which event said objection(s) shall be deemed waived for all purposes, or (ii) rescind this AgreementContract, whereupon this Agreement Contract shall terminate and all Xxxxxxx Money Money, together with interest (less $100.00 as consideration to be paid to Seller) thereon, shall be returned to Purchaser.

Preliminary Title Report. Purchaser Buyer shall cause Chicago approve, in its sole discretion, by the expiration of the Due Diligence Period of the following: (i) a current preliminary title report for the Property issued by the Title Insurance ------------------------ CompanyCompany (“PTR”); (ii) copies of all underlying title documents described in such preliminary title report, and (iii) any existing survey of the property in Seller’s actual possession (the “Title Documents”). (a) Seller shall deliver to Buyer, within five (5) days of the Agreement Date (“Title Delivery Date”) the Title Documents. Buyer, at its sole and absolute discretion, shall have the right to commission an ALTA survey of the Property (or update of an existing survey). (b) Buyer shall have until 5:00 p.m. Pacific Time, on the date that is ten (10) days prior to the expiration of the Due Diligence Period (the “Title Review Period”) to examine the Title Documents. If Buyer objects to any title exceptions disclosed in the Title Documents, Buyer shall, prior to the expiration of the Title Review Period, notify Seller in writing (“Buyer's Notice”), specifying the objectionable matters. Buyer’s failure to timely deliver Buyer’s Notice shall be deemed Buyer’s approval of the exceptions shown on the Title Documents. (c) Seller may elect (but shall have no obligation whatsoever except as set forth below) to cure some or all of such objectionable matters by notifying Buyer in writing (“Seller's Notice”) within five (5) days after receipt of Buyer's Notice. If Seller elects to cure some or all of such disapproved title matters, Seller agrees to use commercially reasonable efforts to effectuate such cure. Failure of Seller to deliver Seller's Notice shall be deemed Seller's election not to cure any objectionable title matter in Buyer’s Notice. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove at or prior to the Close of Escrow all monetary liens against the Property (other than the lien of current taxes and assessments subject to proration at the Close of Escrow) (“Monetary Liens”), and in no event shall Buyer be required to disapprove of Monetary Liens in Buyer’s Notice or include Monetary Liens in Buyer’s Title Waiver Notice. (d) If Seller elects not to cure some or all of the matters objected to by Buyer, or an agent thereofif Seller is deemed to have elected not to cure such objectionable title matters, ("Title Company") to issue and deliver to Purchaser an A.L.T.A. Form B title commitment on the 1970 form ("Title Commitment") in the amount of the Purchase Price, accompanied by one copy of all documents affecting the Property and which constitute exceptions to the Title Commitment. Purchaser then Buyer shall give Seller written notice (the "Title Notice") on or before have until the expiration of the Due Diligence Period, whether in which to notify Seller in writing that Buyer has elected to waive such title is objections which Seller has elected not to cure (the “Buyer's Title Waiver Notice”), in which event Buyer and Seller shall proceed to the Closing as provided for herein, or is not acceptable to Purchaserterminate this Agreement and receive a refund of the Deposit. In the event that Buyer fails to deliver a Buyer's Title Waiver Notice, this Agreement shall terminate and the condition Deposit shall be returned to Buyer. (e) If Seller has agreed to remove or cure some or all of title the items set forth in Buyer’s Notice and is not acceptable unable to Purchaseror has failed to remove or cure the same by Close of Escrow, Purchaser then Buyer shall state in have, as Buyer’s sole and exclusive remedy, the Title Notice which right exercisable prior to Closing Date either to: (i) waive such exceptions to the Title Commitment are unacceptable title, and Seller shall undertake proceed to eliminate those exceptions as set forth below; provided, however, that at Closing mortgages may be satisfied or the liens thereof released as to the Property. Upon receipt of the Title Notice, Seller shall use good faith efforts to eliminate or modify all unacceptable matters to the satisfaction of Purchaser. Purchaser may at any time waive in writing its objection to title and accept take title to the Property subject to the exceptions objected to by Purchaser. In the event Purchaser does not waive its objections (as set forth without any deduction or offset in the Title Notice) and if Seller is unwilling or unable, upon exercise of due diligence, to remove the matters within thirty (30) days after receipt of the Title Notice, Purchaser may, at its option (i) accept title subject to the objections raised by Purchaser, in which event said objection(s) shall be deemed waived for all purposesPurchase Price, or (ii) rescind this Agreement, whereupon terminate this Agreement and the Escrow by giving written notice of such termination to Seller and to Escrow Holder in which event Buyer and Seller shall terminate have no further liability to the other hereunder except for those provisions that specifically survive the termination of this Agreement and all Xxxxxxx Money with interest (less $100.00 as consideration to be paid to Seller) the Deposit shall be returned to PurchaserBuyer. Buyer’s failure to provide Seller or Escrow Holder with written notice of termination prior to the Closing Date shall constitute Buyer’s election under (i) above. Notwithstanding the foregoing, if Seller fails to remove Monetary Liens, Buyer shall have the right to cause the proceeds of the sale which Seller would otherwise receive to be applied to the satisfaction of Monetary Liens (f) Buyer shall be deemed to have approved all title exceptions shown on the Title Documents not objected to in Buyer’s Notice or to which objections have been waived in Buyer’s Title Waiver Notice or by Buyer pursuant to Section 3.3.4(e) above, other than Monetary Liens which shall be removed by Seller at its sole cost and expense.

Preliminary Title Report. Purchaser shall cause Chicago Buyer's approval of (i) a current extended coverage, owner's preliminary title report for the Real Property issued by First American Title Insurance ------------------------ Company, or an agent thereof, Company ("Title Company") (which together with legible copies of all exceptions are collectively referred to issue as the "PTR"), and (ii) all exceptions to title described in Schedule B of the PTR. (a) Within ten (10) calendar days after execution of this Agreement, Seller shall deliver to Purchaser an A.L.T.A. Form B title commitment on Buyer a copy of the 1970 form ("Title Commitment") PTR. If Buyer does not expressly object in writing to any exception or other matter in the amount PTR by the end of the Contingency Period, then Buyer shall be deemed to have approved the PTR and all exceptions set forth therein. Buyer and Seller agree that Buyer shall have until the end of the Contingency Period 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 Contingency Period, then Buyer shall so notify Seller in writing, specifying in detail the reasons for Buyer's disapproval. (b) If Buyer disapproves of any item in the PTR within the Contingency Period, Buyer shall have the right either (i) to waive such exceptions to title, and proceed to take title to the Real Property subject to such exceptions, without any deduction or offset in the Purchase Price, accompanied by one copy and without any cause of all documents affecting the Property and which constitute exceptions to the Title Commitment. Purchaser shall give Seller written notice (the "Title Notice") on or before the expiration of the Due Diligence Period, whether such title is or is not acceptable to Purchaser. In the event that the condition of title is not acceptable to Purchaser, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate those exceptions as set forth below; provided, however, that at Closing mortgages may be satisfied or the liens thereof released as to the Property. Upon receipt of the Title Notice, Seller shall use good faith efforts to eliminate or modify all unacceptable matters to the satisfaction of Purchaser. Purchaser may at any time waive in writing its objection to title and accept title to the Property subject to the exceptions objected to by Purchaser. In the event Purchaser does not waive its objections (as set forth in the Title Notice) and if Seller is unwilling or unable, upon exercise of due diligence, to remove the matters within thirty (30) days after receipt of the Title Notice, Purchaser may, at its option (i) accept title subject to the objections raised by Purchaser, in which event said objection(s) shall be deemed waived for all purposesaction against Seller, or (ii) rescind this Agreement, whereupon to terminate this Agreement and the Escrow by giving written notice of such termination to Seller and to Escrow Holder, on or before the end of the Contingency Period. Buyer's failure to provide Seller or Escrow Holder with such written notice of termination on or before the end of the Contingency Period shall terminate and all Xxxxxxx Money with interest constitute Buyer's election under clause (less $100.00 as consideration to be paid to Selleri) shall be returned to Purchaserabove.