Common use of Review of Title Clause in Contracts

Review of Title. Spiexxx xxx delivered written notice (the "Objection Notice") to the Contributors prior to the date hereof that certain of the exceptions to title disclosed by the title commitments, preliminary title reports and surveys delivered to Spiexxx xx part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior to such date are objectionable to Spiexxx ("Xbjections"). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies of title insurance for the Properties which show all exceptions to title that have been approved by Spiexxx xx of the date hereof (and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined). Schedule 5.2(b) hereto sets forth certain Objections that the applicable Contributors shall use their reasonable efforts to cause the Title Company to delete as a title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title), or to otherwise resolve in the manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under this Agreement, except under the Termination Surviving Provisions. If Spiexxx xxxcts or is deemed to have elected to proceed with the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to have

Review of Title. Spiexxx xxx delivered written notice Authority shall be responsible for obtaining a preliminary title report (the "Objection Notice"“Title Report”) from First American Title Insurance Company or another title company mutually satisfactory to both parties (“Title Company”) with respect to the Contributors prior title to the date hereof that certain of Site. Developer and Authority each shall have the right to reasonably approve or disapprove the exceptions to title disclosed set forth in the Title Report (“Exceptions”); provided, however, that the following Exceptions are hereby approved by the title commitmentsparties: (a) The lien of any non-delinquent property taxes and assessments (to be prorated at the time of Closing); and (b) The provisions to be set forth in the Grant Deed, preliminary title reports Memorandum of Ground Lease (which shall incorporate by reference the terms of the Ground Lease), Regulatory Agreement, and surveys delivered Notice of Affordability Restrictions. Each party shall have thirty (30) days from the date of its receipt of the Title Report and legible copies of all back-up documents listed as Exceptions therein or shown on any Survey to Spiexxx xx give written notice to the other party and to Escrow Agent of approval or disapproval of any of such Exceptions; provided, however, that if following review of the Title Report, the Title Company adds additional exceptions to coverage for matters not caused by a party, each party shall have the right to approve or disapprove any such exceptions (such new exceptions shall likewise be included within the definition of the term “Exceptions”). Except for deed(s) of trust and regulatory agreement(s) approved as part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior financing for Phase I pursuant to such date are objectionable to Spiexxx ("Xbjections"). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies of title insurance for the Properties which show all Section 3.10, Authority and Developer shall not voluntarily create any new exceptions to title that have been approved by Spiexxx xx of following the date hereof (Effective Date and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined)prior to the Closing, including without limitation, any liens or stop notices related to any studies or other work at the Site. Schedule 5.2(b) hereto sets forth certain Objections that the applicable Contributors Authority and Developer shall use their reasonable good faith efforts to cause attempt to remove or modify any Exceptions which are unacceptable. If any Exceptions disapproved by Developer are not removed, insured, or endorsed around by the Title Company Company, each party shall have the option to delete as a either proceed to Closing and accept title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title)in its existing condition, or to otherwise resolve in the manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under this Agreement, except under the Termination Surviving Provisions. If Spiexxx xxxcts or is deemed to have elected to proceed with the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to have.

Review of Title. Spiexxx xxx delivered written notice Within ten (the "Objection Notice"10) to the Contributors prior to the date hereof that certain business days of the exceptions to title disclosed by the title commitmentsEffective Date, Seller will provide Buyer with a preliminary title reports and surveys delivered to Spiexxx xx part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior to such date are objectionable to Spiexxx ("Xbjections"). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies of commitment for title insurance for the Properties Property, together with complete and legible copies of all exceptions and encumbrances noted thereon (the “Preliminary Commitment”). Buyer shall have fifteen (15) days after receipt of the Preliminary Commitment and Survey to advise Seller in writing of any encumbrances, restrictions, easements or other matters (the “Exceptions”) to which show Buyer objects. All Exceptions to which Buyer does not object in writing within the 15-day period shall be deemed accepted by Buyer. If Buyer objects to any Exceptions within the 15-day period, Seller shall advise Buyer in writing within five (5) days of receipt of Buyer’s written objections (a) which Exceptions Buyer will remove at Closing, (b) which Exceptions the title company has agreed to insure around in the title policy to be issued at Closing (together with the proposed form of endorsement) and (c) which Exceptions will not be removed or insured around. Within ten (10) days of receipt of Seller’s response to Buyer’s written objections, and assuming Seller has not agreed to remove all exceptions to title that have been approved by Spiexxx xx which Buyer objects, Buyer shall notify Seller in writing of the date hereof Buyer’s election to either (and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined). Schedule 5.2(ba) hereto sets forth certain Objections that the applicable Contributors shall use their reasonable efforts to cause the Title Company to delete as a title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title), or to otherwise resolve in the manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under this Agreement, except under in which event the Termination Surviving ProvisionsXxxxxxx Money shall be returned to Buyer, or (b) waive its objections to the Exceptions the title company has agreed to insure around and the Exceptions Seller will not remove or insure around, in which event such Exceptions shall be deemed accepted by Buyer. If Spiexxx xxxcts Notwithstanding the foregoing, Seller agrees to remove all financial encumbrances and liens at or is deemed prior to have elected Closing, and if Seller fails to proceed with do so, Buyer may cause any remaining financial encumbrances and liens to be satisfied in full at Closing from the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to havePurchase Price.

Review of Title. Spiexxx xxx delivered written notice Authority shall be responsible for obtaining a preliminary title report (the "Objection Notice"“Title Report”) from First American Title Insurance Company or another title company mutually satisfactory to both parties (“Title Company”) with respect to the Contributors prior title to the date hereof that certain of Site. Developer and Authority each shall have the right to reasonably approve or disapprove the exceptions to title disclosed set forth in the Title Report (“Exceptions”); provided, however, that the following Exceptions are hereby approved by the title commitmentsparties: (a) The lien of any non-delinquent property taxes and assessments (to be prorated at the time of Closing); and (b) The provisions to be set forth in the Grant Deed, preliminary title reports Memorandum of Ground Lease (which shall incorporate by reference the terms of the Ground Lease), Regulatory Agreement, and surveys delivered Notice of Affordability Restrictions. Each party shall have thirty (30) days from the date of its receipt of the Title Report and legible copies of all back-up documents listed as Exceptions therein or shown on any Survey to Spiexxx xx give written notice to the other party and to Escrow Agent of approval or disapproval of any of such Exceptions; provided, however, that if following review of the Title Report, the Title Company adds additional exceptions to coverage for matters not caused by a party, each party shall have the right to approve or disapprove any such exceptions (such new exceptions shall likewise be included within the definition of the term “Exceptions”). Except for deed(s) of trust and regulatory agreement(s) approved as part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior financing for Phase II pursuant to such date are objectionable to Spiexxx ("Xbjections"). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies of title insurance for the Properties which show all Section 3.10, Authority and Developer shall not voluntarily create any new exceptions to title that have been approved by Spiexxx xx of following the date hereof (Effective Date and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined)prior to the Closing, including without limitation, any liens or stop notices related to any studies or other work at the Site. Schedule 5.2(b) hereto sets forth certain Objections that the applicable Contributors Authority and Developer shall use their reasonable good faith efforts to cause attempt to remove or modify any Exceptions which are unacceptable. If any Exceptions disapproved by Developer are not removed, insured, or endorsed around by the Title Company Company, each party shall have the option to delete as a either proceed to Closing and accept title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title)in its existing condition, or to otherwise resolve in the manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under this Agreement, except under the Termination Surviving Provisions. If Spiexxx xxxcts or is deemed to have elected to proceed with the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to have.

Review of Title. Spiexxx xxx delivered written notice Within fifteen (15) days of the "Objection Notice") Effective Date, Agency shall cause Title Company or another title company mutually acceptable to the Contributors prior Parties to the date hereof that certain of the exceptions deliver to title disclosed by the title commitments, Developer a standard preliminary title reports and surveys delivered to Spiexxx xx part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior to such date are objectionable to Spiexxx ("Xbjections"). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies of title insurance for the Properties which show all exceptions to title that have been approved by Spiexxx xx of the date hereof (and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined). Schedule 5.2(b) hereto sets forth certain Objections that the applicable Contributors shall use their reasonable efforts to cause the Title Company to delete as a title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title), or to otherwise resolve in the manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors are unable, report with respect to any the Site, together with legible copies of the Objections documents underlying the exceptions (the “Exceptions”) set forth in Part I the preliminary title report (collectively, the “Preliminary Title Report”). Developer shall have twenty-five (25) days from Developer’s receipt of Schedule 5.2(b)the Preliminary Title Report to give Notice to Agency and the Escrow Agent of Developer’s approval or disapproval of the Preliminary Title Report, including without limitation any Exceptions. If Developer notifies Agency of Developer’s disapproval of any items, Agency shall have the right, but not the obligation, to cause remove any disapproved items after receiving Notice of Developer’s disapproval or provide assurances reasonably satisfactory to Developer that such Objection items will be removed or remedied on or before the Closing. Agency shall exercise such right by Notice to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder Developer within ten (if the same were title exceptions10) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing days of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any receipt of the Objections set forth in Part II Notice from Developer of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreofDeveloper’s disapproval. If Contributors Agency cannot or does not elect to remove any disapproved items, Developer shall have ten (10) days after the expiration of Agency’s ten (10) day election period to either (i) give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect Agency Notice that Developer intends to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (Conveyances subject to the extent it has disapproved items or (ii) give Owner Notice that Developer does not been theretofore released in accordance with this Agreement) shall be immediately returned elect to Spiexxx, xxd accept the parties hereto shall have no further liability under Conveyances and elects to terminate the Escrow and this Agreement, except under whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be returned to Developer. The Exceptions to title approved by Developer as provided herein shall hereinafter be referred to as the Termination Surviving Provisions“Permitted Exceptions” and/or the “Condition of Title”. If Spiexxx xxxcts Developer shall have the right to approve or is deemed to have elected to proceed with disapprove in the contribution manner provided in this Section any Exception reported by the Title Company or leasing otherwise discovered after Developer has approved the Condition of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to haveTitle (which are not created by Developer).

Review of Title. Spiexxx xxx delivered written notice Developer shall be responsible for obtaining a preliminary title report (the "Objection Notice"“Title Report”) from First American Title Company or another title company mutually satisfactory to both parties (“Title Company”) with respect to the Contributors prior title to the date hereof that certain of Site. Authority shall have the right to reasonably approve or disapprove the exceptions to title disclosed by set forth in the title commitmentsTitle Report (“Exceptions”); provided, preliminary title reports however, that Authority hereby approves the following Exceptions: (a) The lien of any non-delinquent property taxes and surveys delivered assessments (to Spiexxx xx part be prorated at the time of Closing); (b) The provisions to be set forth in the Authority Loan Deed of Trust, Regulatory Agreement, City Restrictions, Memorandum of Agreement, and Option Agreement; and (c) The location of the Due Diligence Materials Site within the Anaheim Redevelopment Project. Authority shall have thirty (30) days from the date of its receipt of the Title Report and copies of all back-up documents listed as Exceptions therein to give written notice to Developer and Escrow Agent of Authority’s approval or otherwise obtained disapproval of any of such Exceptions; provided, however, that if following Authority’s review of the Title Report, the Title Company adds additional exceptions to coverage for matters not caused by Spiexxx xx connection with its due diligence hereunder prior Authority, Authority shall have the right to approve or disapprove any such date are objectionable to Spiexxx exceptions ("Xbjections"such new exceptions shall likewise be included within the definition of the term “Exceptions”). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies of title insurance for the Properties which show all Developer shall not voluntarily create any new exceptions to title that have been approved by Spiexxx xx following the Date of the date hereof (Agreement. Authority and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined). Schedule 5.2(b) hereto sets forth certain Objections that the applicable Contributors Developer shall use their reasonable good faith efforts to cause attempt to remove or modify any Exceptions which are unacceptable to Authority. If any Exceptions disapproved by Authority are not removed, insured, or endorsed by the Title Company Company, Authority shall have the option to delete as a either proceed to Closing and accept title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title)in its existing condition, or to otherwise resolve in the manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under this Agreement, except under the Termination Surviving Provisions. If Spiexxx xxxcts or is deemed to have elected to proceed with the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to have.

Review of Title. Spiexxx xxx delivered written notice Purchaser shall have until 5:00 p.m. Eastern Standard Time on the date that is fifteen (the "Objection Notice"15) to the Contributors days prior to the date hereof that certain last day of the exceptions Inspection Period (the “Title Approval Date”) to review the Title Evidence and render any objections as to matters of title disclosed in writing to Seller. Any matters shown in the Title Evidence not timely objected to by Purchaser shall be deemed waived and Purchaser shall be deemed to agree to acquire the title commitments, preliminary title reports and surveys delivered to Spiexxx xx part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior Property subject to such date are objectionable exceptions (collectively, “Permitted Exceptions”) hereunder. Seller, in its sole and absolute discretion, may elect to Spiexxx remove or satisfy any such objections, provided that Seller shall have ten ("Xbjections"). Attached hereto as Schedule 5.2(a10) are Schedules B to the Proforma policies of title insurance for the Properties which show all exceptions to title that have been approved by Spiexxx xx of days from the date hereof (and all of such exceptions shall constitute "Permitted Exceptions," as hereinafter defined)objections to have such objections that Seller so elects removed or satisfied. Schedule 5.2(b) hereto sets forth certain Objections that the applicable Contributors shall use their Subject to Purchaser’s approval, which may be granted in Purchaser’s reasonable efforts to discretion, Seller may cause the Title Company to delete as issue a title endorsement or “insure over” any objection (each, a “Seller Endorsement”) and it shall have the same effect as if such objection was cured by Seller. If Seller shall fail to have such objections removed, insured over or satisfied within such time or during such time delivers a written notice to Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then, in the absence of a default by Purchaser, Purchaser may, by written notice to Seller within five (5) days after the expiration of such time or the delivery of such written notice, either (a) terminate this Agreement without any liability on its part, in which case the Deposit shall be refunded to Purchaser, Purchaser shall return all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), received from Seller or Seller’s agents to Seller and neither party shall have any further rights or obligations hereunder (except as set forth in Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof), or (b) proceed to Closing and take title subject to such objections, in which case such non-cured objections shall become Permitted Exceptions hereunder. After the Title Approval Date but prior to the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Report and/or Title Commitment that Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within five (5) Business Days following Purchaser’s receipt of written notice of such additional item (together with copies of all recorded documents evidencing such additional item) shall be deemed approved. Seller shall have until Closing to remove or cause Title Company to insure over (subject to Spiexxx'x xxxisfaction Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item at Seller’s own expense. Seller may elect to (if a) extend the same Closing until the day after the date upon which Seller is an exception able to titleremove or cause Title Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item (but in no event shall such extension exceed ten (10) Business Days after the Closing Date), or (b) terminate this Agreement, unless Purchaser elects to otherwise resolve take title subject to such disapproved item, and, if Seller elects to terminate this Agreement, Purchaser shall return all documents, including all Due Diligence Documents, received from Seller or Seller’s agents, to Seller and, in the manner prescribed absence of a default by Schedule 5.2(bPurchaser beyond applicable notice and cure periods, the Deposit shall be returned to Purchaser and, thereupon, neither Seller nor Purchaser shall have any further obligation hereunder (except as set forth under Sections 3.5(a) and (e), before 3.6(b), 9.1, 11.2 and 11.12 hereof). Notwithstanding anything in this Agreement to the applicable Closing Date. Ifcontrary, after using and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of trust encumbering Seller’s interest in the Real Property, and all mechanic’s liens filed against the Property (expressly excluding such reasonable effortsliens relating to work performed on the Property and contracted for by or through Purchaser), to be released and reconveyed from the applicable Contributors are unableReal Property, or, with respect to any of such mechanic’s liens, otherwise bonded, on or prior to the Objections set forth in Part I of Schedule 5.2(b), Closing and shall cause the Title Company to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept insure title to the applicable Real Property subject thereto, and the Contributors' failure to otherwise resolve as vested in Purchaser without any exception for such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under this Agreement, except under the Termination Surviving Provisions. If Spiexxx xxxcts or is deemed to have elected to proceed with the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to havematters.

Review of Title. Spiexxx xxx delivered written notice Developer shall be responsible for obtaining a preliminary title report (the "Objection Notice"“Title Report”) from Title Company or another title insurance company reasonably acceptable to Developer, with respect to the Contributors prior title to the date hereof that certain of Site. Developer shall have the right to reasonably approve or disapprove the exceptions to title disclosed by set forth in the title commitmentsTitle Report (the “Exceptions”); provided, preliminary title reports however, that Developer hereby approves the following Exceptions: (a) The Redevelopment Plan; (b) The lien of any non-delinquent property taxes and surveys delivered assessments (to Spiexxx xx part be prorated at close of Escrow); and (c) The provisions set forth in the Leases and this Agreement. Developer shall have sixty (60) days from the date of its receipt of the Due Diligence Materials Title Report and copies of all recorded documents listed as Exceptions therein to give written notice to Agency and Escrow Holder of Developer’s approval or otherwise obtained disapproval of any of such Exceptions; provided, however, that if following Developer’s review of the Title Report, the Title Company adds additional exceptions to coverage for matters not caused by Spiexxx xx connection with its due diligence hereunder prior Developer, Developer shall have the right to approve or disapprove any such date are objectionable to Spiexxx exceptions ("Xbjections"Developer’s initial approval of such exceptions as well as such new exceptions shall likewise be included within the definition of the term “Exceptions”). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies Approval of title insurance for the Properties which show all any such additional Exceptions shall be deemed “Title Approval”. Agency shall not voluntarily create any new exceptions to title that have been approved by Spiexxx xx following the Date of the date hereof (Agreement. Agency and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined). Schedule 5.2(b) hereto sets forth certain Objections that the applicable Contributors Developer shall use their reasonable good faith efforts to cause attempt to remove or modify any Exceptions which are unacceptable to Developer. If any Exceptions disapproved by Developer are not removed or insured over by the Title Company Company, Developer shall have the option to delete as a either proceed to Closing and accept title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title)in its existing condition, or to otherwise resolve terminate this Agreement. Developer may at its own expense cause a current land survey of the Site to be undertaken. Developer shall have the right to reasonably approve or disapprove of the survey and shall notify the Agency of its disapproval of any specific defect to the survey within thirty (30) days from the date of its receipt of the survey. The survey defects shall be treated in the same manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors as title defects are unable, with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability treated under this Agreement, except under the Termination Surviving Provisions. If Spiexxx xxxcts or is deemed to have elected to proceed with the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to have.