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whichever is later, give Seller and Escrow Holder written notice ("Buyer's Title Notice")of Buyer's
<br /> approval or disapproval, which shall be made in Buyer's sole and absolute discretion, of the legal
<br /> description and every item or exception disclosed by the Title Documents. In the event that Buyer's
<br /> Title Notice disapproves of any matter of title shown in the Title Documents, Seller shall,within fifteen
<br /> (15)calendar days after Buyer's Title Notice is received by Seller, give Buyer written notice("Seller's
<br /> Title Notice'/ of those disapproved title matters, if any, which Seller is unwilling or unable after
<br /> reasonable and good faith efforts to have eliminated from title to the Property by Close of Escrow. In
<br /> the event that Seller is unable or unwilling to remove all of the title matters objected to by Buyer in
<br /> Buyer's Title Notice, Buyer shall have ten (15) calendar days from receipt of Seller's Title Notice to
<br /> notify Seller in writing that either: (x)Buyer is willing to purchase the Property subject to such
<br /> disapproved exceptions; or (y)Buyer elects to cancel this transaction. In the event this Agreement is
<br /> canceled pursuant to this Section,except as otherwise provided in this Agreement,the parties shall have
<br /> no Rather obligations under this Agreement.
<br /> (ii) Survey Buyer's review and approval of a current ALTA survey of the
<br /> Property (the "Survey"), certified by a duly licensed surveyor or surveyors showing all physical
<br /> conditions affecting the Property, sufficient deletion of the survey exceptions from the required title
<br /> insurance policy and otherwise acceptable to Buyer. Buyer shall obtain the Survey at Buyer's sole cost
<br /> and expense.
<br /> (iii) Inspections: Buyer shall have the right to review and approve the
<br /> documentation, and conduct any and all inspections, investigations, tests and studies (including, without
<br /> limitation, investigations with regard to zoning, building codes and other governmental regulations,
<br /> architectural inspections, engineering tests, economic feasibility studies, soils, seismic and geologic
<br /> reports and environmental testing)with respect to the Property as Buyer may elect to make or maintain.
<br /> Buyer's review and approval of evidence satisfactory to Buyer and its legal counsel that the Property
<br /> complies with all applicable zoning, subdivision, land use,redevelopment, energy, environmental,building
<br /> and other governmental requirements applicable to the use,maintenance and occupancy of the property.
<br /> Buyer's review and approval of all documents evidencing or securing the existing encumbrances, all
<br /> service contracts, insurance policies, warranties, and other agreements, reports studies, inspection or
<br /> investigations of the Property, and any other contracts or document of significance to the property.
<br /> Satisfactory confirmation that no condemnation proceeding is threatened or commenced with respect to
<br /> the Property. Seller shall provide Buyer true and correct copies of all existing documents requested by
<br /> Buyer regarding the Property that are in Seller's possession or under its control including the Documents
<br /> and Materials (defined in Section 12, below)ABetween the Effective Date and the Close of Escrow,
<br /> Buyer, its agents, contractors and subcontractors shall have the right to enter upon the Property at
<br /> reasonable times during ordinary business hours to make any and all inspections and tests as may be
<br /> necessary or desirable in Buyer's sole judgment and discretion, provided that Buyer's entry onto the
<br /> Property shall not materially impair Seller's business activities on the Property. Buyer shall indemnify,
<br /> defend and hold Seller and the Property harmless from any and all damages, claims,liabilities expenses
<br /> (including reasonable attorneys' fees) arising out of or as a result of Buyer's, its agents, contractors
<br /> and/or subcontractors in connection with such entry and/or activities upon the Property,and in the event
<br /> of damages caused to the Property as a result of Buyer's inspections,Buyer shall restore the Property to
<br /> its original condition; provided, however, that Buyer shall not be responsible for any pre-existing
<br /> conditions affecting the Property. Buyer shall promptly pay all costs, fees and expenses incurred as a
<br /> result of or associated with such inspection work done or caused to be done by it on the Property as
<br /> permitted by this Section. Buyer shall keep the Property free from any and all mechanics' or similar
<br /> liens or charges resulting from such inspection work Prior to accessing the Property, Buyer shall
<br /> provide Seller with proof of liability insurance with limits not less than $1,000,000.00, and any contractor
<br /> or subcontractor of Buyer shall provide Seller with evidence of workers' compensation insurance.
<br /> (iv) Zoning and Governmental Approvals: Buyer's ability to use the
<br /> property for Buyer's intended use in compliance with all applicable zoning laws and ordinances,including
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<br /> PSA Stockton-Farmington Sanchez Final 05.30.07
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