Title Report Seller has delivered to Buyer a copy of a preliminary title report ("PRELIMINARY TITLE REPORT") order number 01014685 dated August 9, 1996 covering the Property from Central Valley Title Company, as agent for S▇▇▇▇▇▇ Title Guaranty Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANY"). In addition, Seller has delivered to Buyer a copy of a survey of the Property dated March 26, 1996, prepared by Siegfried Engineering, which survey shall be certified to Buyer ("SURVEY"). Buyer has approved the exceptions to title shown on the Preliminary Title Report and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the date hereof shall be a condition precedent to Buyer's obligation to purchase the Property (Buyer hereby agreeing that its approval of such matters shall not be unreasonably withheld). Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions or survey matters. If, for any reason, on or before the Closing Date Seller does not cause such exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate in accordance with paragraph 9 hereof. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over) at Seller's expense: (i) any deeds of trust securing any financing obtained by Seller (other than Bond Documents), (ii) any mechanic's or materialmen's liens for work done by or on behalf of Seller, and (iii) any tax or judgment liens against Seller. Buyer shall have the option to waive the condition precedent set forth in this paragraph 4A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied.
Preliminary Title Report (a) Within two (2) days following the Opening of Escrow, Seller shall provide Buyer a copy of its existing title insurance policy, exception documents and survey, and within twelve (12) days following the Opening of Escrow, Buyer will have prepared a Preliminary Title Report/Commitment for owners title insurance for the Property showing all liens, encumbrances and other matters affecting the title to the Property (the “Title Report”) and will provide a copy thereof together with legible copies of the documents shown as title exceptions or requirements therein to Seller. Buyer shall have ten (10) days following issuance of the Title Report to object, in Buyer’s sole and absolute discretion, to any other items contained in the Title Report . Buyer shall have until the end of the Review Period to object to any items contained in the Survey (as that term is defined in Section 3.2). Should Buyer object to any provisions contained therein, Seller shall, within five (5) days of the receipt of any such objections, advise Buyer of which title objections it will cure. Thereafter, prior to the later of five (5) days following (x) the expiration of the Review Period or (y) receipt of Seller’s title response notice, Buyer may either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the Initial Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey by the placement of the Additional Deposit, which signifies acceptance of the Title Report and Survey. Any cure of title objections which Seller has elected to undertake shall be completed no later than five (5) days prior to the Closing Date. If such cure has not been completed by such time, Buyer may at such time either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the ▇▇▇▇▇▇▇ Money Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey.
(b) If any amended Title Reports are issued from the same title company after the expiration of the Review Period, Buyer shall have until five (5) business days following receipt of the same to review the amendment and to accept or reject any new matters set forth on Schedule B - Section 2 (Exceptions) to the amended Title Report which do not arise from the act or omission to act on the part of Buyer or its agents (the “New Exception(s)”) and shall be deemed to have accepted the New Exception(s) unless written notice of rejection is given to Seller on or before the expiration of said five (5) business days. If any New Exception(s) is rejected by Buyer and Seller does not, within five (5) business days after Buyer’s rejection of the New Exception, agree to remove the New Exception, Buyer may either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the Initial Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey by the placement of the Additional Deposit, which signifies acceptance of the Title Report and Survey.
(c) In the event that Buyer accepts the Title Report, those matters listed on Schedule B, Section 2 (Exceptions to Title) of Title Report shall be the “Permitted Exceptions”. In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing.
(d) Seller shall reasonably cooperate with Buyer to cause unacceptable matters to be removed from the Title Report, provided, however, that Seller shall have no obligation to expend money or obtain any endorsements in order to remove any title exceptions. Seller shall, however, cause any consensual monetary liens, if any, affecting the Property to be removed as of the Closing.
Estoppel Statement (a) After request by Lender, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each fiscal year of Borrower) furnish Lender with a statement, duly acknowledged and certified, (i) with respect to the Loan, setting forth (A) the original principal amount of the Note, (B) the unpaid principal amount of the Loan, (C) the Interest Rate of the Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the Debt, if any, and (F) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (ii) with respect to any Senior Mezzanine Loan, setting forth (A) the original principal amount of the applicable Senior Mezzanine Loan, (B) the unpaid principal amount of the Senior Mezzanine Loan, (C) the interest rate of the Senior Mezzanine Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement and the other Senior Mezzanine Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (iii) with respect to the Mortgage Loan, setting forth (A) the original principal amount of the Mortgage Loan, (B) the unpaid principal amount of the Mortgage Loan, (C) the interest rate of the Mortgage Loan, (D) the date installments of interest and/or principal were last paid, (E) any offsets or defenses to the payment of the debt, if any, and (F) that the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.
(b) Borrower shall exercise reasonable best efforts to deliver to Lender upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each Ground Lessor, each in form and substance reasonably satisfactory to Lender provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.
(c) After request by Borrower, but not more than twice during the course of each year, Lender shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.
Survey Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey shall be paid by the Buyer. Not later than business days prior to the Closing, Buyer shall notify Seller of any Survey Problems which shall be deemed to be a defect in the title to the Property. Seller shall be required to remedy such defects within If Seller does not or cannot remedy any such defect(s), Buyer shall have the option of canceling this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be returned to Buyer.
Title Information (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12, the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received together with title information previously delivered to the Administrative Agent, satisfactory title information on at least 80% of the total value of the Oil and Gas Properties evaluated by such Reserve Report.
(b) If the Borrower has provided title information for additional Properties under Section 8.13(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least 80% of the value of the Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period or the Borrower does not comply with the requirements to provide acceptable title information covering 80% of the value of the Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after the 60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the 80% requirement, and the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Majority Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on 80% of the value of the Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.