Common use of Current Evidence of Title Clause in Contracts

Current Evidence of Title. (a) As soon as is reasonably possible, and in no event later than ______ (__) Business Days after the date of this Agreement, Seller shall furnish to Buyer, at Seller's expense, for each parcel, tract or subdivided land lot of Real Property or Ground Lease Property associated with the Katella Commercial Center and the T-Xxx Plaza: (i) from _____________________________ (the "Title Insurer"): (A) title commitments issued by the Title Insurer to insure title to all Land, Improvements, insurable Appurtenances, if any, and Ground Lease Property in the amount of that portion of the Purchase Price allocated to the Real Property, covering the Real Property, naming Buyer as the proposed insured and having an effective date after the date of this Agreement, wherein the Title Insurer shall agree to issue an ALTA 1992 form owner's policy of title insurance (each a "Title Commitment"); and (B) complete and legible copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder (the "Recorded Documents"); and (ii) a survey of the Real Property made after the date of this Agreement by a land surveyor licensed by the state in which the Facility is located and bearing a certificate, signed and sealed by the surveyor, certifying to Buyer and the Title Insurer that: (A) such survey was made (1) in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and adopted by ALTA and ACSM in 1992, and includes Items 1-4, 6, 7(a), 7(b)(1), 7(c), 8-11 and 13 of Table A thereof, and (2) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of said certificate) of an "Urban" survey; and (B) such survey reflects the locations of all building lines, easements and areas affected by any Recorded Documents affecting such Real Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the date hereof) as well as any encroachments onto the Real Property or by the Improvements onto any easement area or adjoining property (each a "Survey"); and (iii) complete and current searches in the name of Seller and other appropriate parties of all Uniform Commercial Code Financing Statements records maintained by the Secretary of State of the state in which Seller is incorporated, the state in which Seller maintains its principal place of business, each state in which a Facility is located, each jurisdiction in which a filing would be required in order to perfect a security interest in the Assets, the clerk or recorder of deeds (or other governmental office where real property documents are filed for recording) of each county in which any Facility is located and wherever else Seller or Buyer, based upon its investigation, is aware that a Uniform Commercial Code Financing Statement has been filed, together with such releases, termination statements and other documents as may be necessary to provide reasonable evidence that all items of Intangible Personal Property, Tangible Personal Property and fixtures to be sold under this Agreement are free and clear of Encumbrances, other than as permitted under this Agreement. (b) Each Title Commitment shall include the Title Insurer's requirements for issuing its title policy, which requirements shall be met by Seller on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing and those requirements that are to be met solely by Buyer). (c) If any of the following shall occur (collectively, a "Title Objection"): (i) any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (ii) any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including (A) any exceptions that pertain to Encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that Buyer reasonably believes could materially and adversely affect Buyer's use and enjoyment of the Real Property described therein; or

Current Evidence of Title. (a) As soon as is reasonably possible, and in no event later than ______ (__) five Business Days after the date of this Agreement, Seller shall furnish to Buyer, at Seller's ’s expense, for each parcel, tract or subdivided land lot of Real Property or Ground Lease Property associated with the Katella Commercial Center and the T-Xxx PlazaProperty: (i) from _____________________________ the First American Title Insurance Company (the "“Title Insurer"”): (A) title commitments issued by the Title Insurer to insure title to all Land, Improvements, insurable Appurtenances, if any, and Ground Lease Property in the amount of that portion of the Purchase Price allocated to the Real Property$2,561,306, covering the such Real Property, naming Buyer as the proposed insured and having an effective date after the date of this Agreement, wherein the Title Insurer shall agree to issue an ALTA 1992 form owner's ’s policy of title insurance (each a "“Title Commitment"”); and and (B) complete and legible copies of all recorded documents listed as Schedule B-1 B–1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 B–2 exceptions thereunder (the "“Recorded Documents"”); and (ii) a survey of the Real Property made after the date of this Agreement by a land surveyor licensed by the state in which the Facility is located and bearing a certificate, signed and sealed by the surveyor, certifying to Buyer and the Title Insurer that: (A) such survey was made (1) in accordance with "“Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," ” jointly established and adopted by ALTA and ACSM in 19921999, and includes Items 1-4, 6, 7(a), 7(b)(1), 7(c), 8-11 10 and 13 11(a) of Table A thereof, and (2) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of said certificate) of an "“Urban" ” survey; and and (B) such survey reflects the locations of all building lines, easements and areas affected by any Recorded Documents affecting such Real Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the date hereof) as well as any encroachments onto the Real Property or by the Improvements onto any easement area or adjoining property (each a "“Survey"”); and (iii) complete and current searches in the name of Seller and other appropriate parties of all Uniform Commercial Code Financing Statements records maintained by the Secretary of State of the state in which Seller is incorporated, the state in which Seller maintains its principal place of business, each state in which a Facility is located, each jurisdiction in which a filing would be required in order to perfect a security interest in the Assets, the clerk or recorder of deeds (or other governmental office where real property documents are filed for recording) of each county in which any Facility is located and wherever else Seller or Buyer, based upon its investigation, is aware that a Uniform Commercial Code Financing Statement has been filed, together with such releases, termination statements and other documents as may be necessary to provide reasonable evidence that all items of Intangible Personal Propertyintangible personal property, Tangible Personal Property and fixtures to be sold under this Agreement are free and clear of Encumbrances, other than as permitted under this Agreement. (b) Each Title Commitment shall include the Title Insurer's ’s requirements for issuing its title policy, which requirements shall be met by Seller on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing and those requirements that are to be met solely by Buyer). (c) If any of the following shall occur (collectively, a "“Title Objection"”): (i) any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; ; (ii) any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including (A) any exceptions that pertain to Encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that Buyer reasonably believes could materially and adversely affect Buyer's ’s use and enjoyment of the Real Property described therein; or (iii) any Survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer’s use and enjoyment of the Real Property described therein; then Buyer shall notify Seller in writing (“Buyer’s Notice”) of such matters within ten (10) Business Days after receiving all of the Title Commitment, Survey and copies of Recorded Documents for the Facility covered thereby. (d) Seller shall use its Best Efforts to cure each Title Objection and take all steps required by the Title Insurer to eliminate each Title Objection as an exception to the Title Commitment. Any Title Objection that the Title Insurer is willing to insure over on terms acceptable to Seller and Buyer is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by the Survey not objected to by Buyer in the manner aforesaid shall be deemed to be acceptable to Buyer. (e) Nothing herein waives Buyer’s right to claim a breach of Section 3.9(a) or to claim a right to indemnification as provided in Section 11.2 if Buyer suffers Damages as a result of a misrepresentation with respect to the condition of title to the Real Property. (f) The parties hereto agree that the purchase price for the Real Property used in compliance with this Section shall in no way be binding on the parties in determining the allocation of the Purchase Price with respect thereto under Section 2.5 hereof.

Current Evidence of Title. (a) As soon as is reasonably possible, and in no event later than ______ (__) Business Days after the date of this Agreement, Seller Sellers shall furnish to Buyer, at Seller's expense, Buyer for each parcel, tract or subdivided land lot of Real Property or Ground Lease Property associated with the Katella Commercial Center and the T-Xxx PlazaOwned Property: (i) from _____________________________ Sxxxxxx Title Company and its Affiliates (the "“Title Insurer"”): (A) title insurance policy commitments issued by the Title Insurer to insure title to all Land, Improvements, insurable Appurtenances, if any, and Ground Lease Owned Property in the amount of that portion of the Purchase Price allocated to the Real Owned Property, as specified in the Allocation Schedule, covering the Real such Owned Property, naming Buyer as the proposed insured and having an effective date after the date of this Agreement, wherein the Title Insurer shall agree to issue an ALTA 1992 (or, in the case of Owned Property located in Texas, a TLTA) form owner's ’s policy of title insurance (each a "“Title Commitment"”); and and (B) complete and legible copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder (the "“Recorded Documents"”); and (ii) a survey of the Real Owned Property made after the date of this Agreement by a land surveyor licensed by the state in which the Facility Owned Property is located and bearing a certificate, signed and sealed by the surveyor, certifying to Buyer and the Title Insurer that: (A) such survey was made (1) in accordance with "“Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," ” jointly established and adopted by ALTA and ACSM in 19921999, and includes Items 11 (unless the inclusion of such item for a survey plat would cause a necessity to replat the property with the appropriate governmental authorities), 2-4, 6, 7(a), 7(b)(1), 7(c), 8-11 11(a) and 13 of Table A thereof, and (2) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of said certificate) of an "Urban" survey; and and (B) such survey reflects the locations of all building lines, easements and areas affected by any Recorded Documents recorded documents affecting such Real Owned Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the date hereof) as well as any encroachments onto the Real Owned Property or by the Improvements onto any easement area or adjoining property (each a "“Survey"”); and (iii) complete and current searches in the name of Seller Sellers and other appropriate parties of all Uniform Commercial Code Financing Statements records maintained by the Secretary of State of the state states in which any Seller is incorporated, the state in which any Seller maintains its principal place of business, each state in which a Facility is located, each jurisdiction in which a filing would be required in order to perfect a security interest in the Assets, the clerk or recorder of deeds (or other governmental office where real property documents are filed for recording) of each county in which any Facility is located and wherever else Seller Sellers or Buyer, based upon its investigation, is aware that a Uniform Commercial Code Financing Statement relating to any of the Assets has been filed, together with such releases, termination statements and other documents as may be necessary to provide reasonable evidence that all items of Intangible Personal Propertyintangible personal property, Tangible Personal Property and fixtures to be sold under this Agreement are free and clear of Encumbrances, other than as permitted under this Agreement. (b) Each Title Commitment shall include the Title Insurer's ’s requirements for issuing its title policy, which requirements shall be met by Seller Sellers on or before the date of Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing and those requirements that are to be met solely by Buyer). (c) If any of the following shall occur (collectively, a "“Title Objection"”): (i) any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; ; (ii) any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances or one that Seller specifies Sellers specify when delivering the Title Commitment to Buyer as one that Seller Sellers will cause to be deleted from the Title Commitment concurrently with the Closing, including (A) any exceptions that pertain to Encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that Buyer reasonably believes could materially and adversely affect Buyer's ’s use and enjoyment of the Real Owned Property described thereintherein in the manner in which such Owned Property was used and enjoyed in the conduct of the Business prior to Closing; or (iii) any Survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer’s use and enjoyment of the Owned Property described therein in the manner in which such Owned Property was used and enjoyed in the conduct of the Business prior to Closing, then Buyer shall notify Parent in writing (“Buyer’s Notice”) of such matters within ten (10) business days after receiving all of the Title Commitment, Survey and copies of Recorded Documents for the Facility covered thereby. (d) Sellers shall use commercially reasonable efforts to cure each Title Objection and take all steps required by the Title Insurer to eliminate each Title Objection as an exception to the Title Commitment. Any Title Objection that the Title Company is willing to insure over on terms acceptable to Sellers and Buyer is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by the Survey not objected to by Buyer in the manner aforesaid shall be deemed to be acceptable to Buyer. Notwithstanding the foregoing, Sellers may notify Buyer in writing that Sellers are not prepared to undertake efforts to cure any or all such Title Objections as are specified in such notice, in which case Buyer shall be entitled to terminate this Agreement pursuant to Section 9.2(f) by written notice thereof to Sellers delivered within five Business Days of the date of its receipt of Sellers’ notice, whereupon this Agreement shall terminate without further liability to Sellers or Buyer. If Buyer does not elect to terminate this Agreement within such period, then all such uncured Title Objections shall be deemed to be acceptable to Buyer. (e) Buyer shall pay all premiums due under the title policies contemplated by this Section 6.4. Sellers shall pay for the Surveys.

Current Evidence of Title. (a) As soon as is reasonably possible, and in no event later than ______ The following items shall be obtained with respect to the Project Site (__) Business Days after the date of this Agreement, Seller shall furnish to Buyer, at Seller's expense, for each parcel, tract or subdivided land lot including all portions of Real Property or Ground Lease Property associated with the Katella Commercial Center and the T-Xxx Plaza:included therein): (i) from _____________________________ (the "Title Insurer"): (A) title commitments issued by the Title Insurer to insure title to all LandReal Property, Improvementsimprovements, insurable Appurtenancesappurtenances, if any, and Ground Lease Property in the amount of that portion of the Purchase Price allocated to the Real Propertyspecified in Section 8.7, covering the such Real Property, naming Buyer Purchaser as the proposed insured and having an effective date after the date of this AgreementEffective Date (but no later than the Closing Date), wherein the Title Insurer shall agree to issue an ALTA 1992 form owner's ’s policy of title insurance (or the ALTA 2006 form if adopted by the State in which the Real Property is located) (each a "“Title Commitment"”); and . (Bii) complete Complete and legible copies of all recorded documents listed as Schedule B-1 matters B – Section 1 and Schedule B – Section 2 to be terminated or satisfied in order to issue the policy described in the such Title Commitment or as special Schedule B-2 exceptions thereunder Commitments (the "“Recorded Documents"”); and (iiiii) a An as-built survey of the Project (including all Real Property Property) made after the date of this Agreement Effective Date by a land surveyor licensed by the state in which where the Facility Project Site is located and bearing a certificate, signed and sealed by the surveyor, certifying to Buyer Purchaser and the Title Insurer that: (A) such survey was made (1) in accordance with "“Minimum Standard Detail Requirements for ALTA/ACSM Land Title As Built Surveys," ” jointly established and adopted by ALTA and ACSM in 19922005, and includes Items 1-4, 6, 7(a), 7(b)(1), 7(c), 8-11 and 13 of Table A thereof, and (2) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of said certificate) of an "“Urban" ” survey; and and (B) such survey reflects the locations of all building lines, easements and areas affected by any Recorded Documents affecting such Real Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the date hereofEffective Date) as well as any encroachments onto the Real Property or by the Improvements onto any easement area or adjoining property (each a "“Survey"”); and (iii) complete and current searches in the name of Seller and other appropriate parties of all Uniform Commercial Code Financing Statements records maintained by the Secretary of State of the state in which Seller is incorporated, the state in which Seller maintains its principal place of business, each state in which a Facility is located, each jurisdiction in which a filing would be required in order to perfect a security interest in the Assets, the clerk or recorder of deeds (or other governmental office where real property documents are filed for recording) of each county in which any Facility is located and wherever else Seller or Buyer, based upon its investigation, is aware that a Uniform Commercial Code Financing Statement has been filed, together with such releases, termination statements and other documents as may be necessary to provide reasonable evidence that all items of Intangible Personal Property, Tangible Personal Property and fixtures to be sold under this Agreement are free and clear of Encumbrances, other than as permitted under this Agreement. (b) Each Title Commitment shall include the Title Insurer's ’s requirements for issuing its title policy, which requirements shall be met by Seller on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing and those requirements that are to be met solely by Buyer). (c) If any of the following shall occur (collectively, a "“Title Objection"”): (i) any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party Person other than Seller has title to the insured estate covered by the Title Commitment; ; (ii) any title exception is disclosed in Schedule B B-2 to any Title Commitment that is not one of the a Permitted Real Estate Encumbrances Encumbrance or one that Seller specifies when delivering the Title Commitment to Buyer Purchaser as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including (A) any exceptions that pertain to Encumbrances securing any loans that do not constitute an Assumed Liability Liability; or (iii) any Survey discloses any matter that is not a Permitted Encumbrance, then Purchaser shall notify Seller in writing (“Purchaser’s Notice”) of such matters by the later of (A) thirty (30) days after receiving all of the Title Commitments, Surveys and copies of Recorded Documents for the Real Property, and (B) any exceptions thirty (30) days following the Effective Date. Any matters reflected in the Title Commitments, Surveys and copies of Recorded Documents that Buyer reasonably believes could materially and adversely affect Buyer's use and enjoyment are not objected to by Purchaser prior to the expiration of said thirty (30) days shall, as to the portions of the Real Property described thereinshown to be affected thereby, be considered “Permitted Encumbrances”, provided that in no event may any matter or instrument which affects the Real Property become a Permitted Encumbrance prior to the time Purchaser has (i) been advised in writing by the Title Insurer or Seller of its existence and (ii) failed to object to said encumbrance for a period of thirty (30) days following Purchaser’s receipt of written notification of the existence of such Encumbrance or the instrument creating such Encumbrance, and in no event shall any monetary Encumbrances or assessments be Permitted Encumbrances. (d) Seller and Dynegy shall cure each Title Objection and take all steps required by the Title Insurer to eliminate each Title Objection as an exception to the Title Commitment, provided that if the cure of any Title Objection (other than a Title Objection constituting a voluntary Encumbrance created by, through, or under Seller, Dynegy, or their Affiliates) cannot reasonably be expected to be eliminated at a cost of less than $1,000,000 then Seller and Dynegy shall not be required to eliminate such Title Objection as an exception to the Title Commitment, and provided, further, that if Seller and Dynegy fail to eliminate such Title Objection as an exception to the Title Commitment, then Purchaser shall have the option to terminate this Agreement. (e) Nothing herein waives Purchaser’s right to claim a breach of any representations or warranties contained herein or to claim a right to indemnification as provided herein if Purchaser suffers Losses as a result of a misrepresentation with respect to the condition of title to the Real Property. (f) Except as provided below, all of the documents set forth in Section 6.16(a) shall be obtained at Seller’s and Dynegy’s sole expense. Purchaser has obtained the documents set forth in Section 6.16(a)(i), and Seller and Dynegy shall reimburse Purchaser for Purchaser’s costs and expenses involved in obtaining such documents (including the premium and endorsement costs associated with the issuance of a title policy in accordance with the Title Commitment) within thirty (30) of Seller’s receipt of an invoice therefor; orprovided, however, that Seller’s and Dynegy’s liability pursuant to this sentence shall not exceed $125,000. Seller and Dynegy shall furnish to Purchaser the documents set forth in Sections 6.16(a)(ii) and 6.16(a)(iii) not later than thirty (30) days after the Effective Date.

Current Evidence of Title. (a) As soon as is reasonably possible, and in no event later than ______ ten (__10) Business Days after the date of this Agreement, Seller shall furnish to Buyer, at Seller's and Buyer's equal expense, for each parcel, tract or subdivided land lot of Real Property or Ground Lease Property associated with the Katella Commercial Center and the T-Xxx PlazaProperty: (i) from _____________________________ Guaranty Title, Inc. as agent for Commonwealth Land Title Insurance Company (the "Title Insurer"): (A) title commitments issued by the Title Insurer to insure title to all Land, Improvements, insurable Appurtenances, if any, and Ground Lease Property in the amount of that portion of the Purchase Price allocated to the Real Property, as specified in Schedule 2.5, covering the such Real Property, naming Buyer as the proposed insured and having an effective date after the date of this Agreement, wherein the Title Insurer shall agree to issue an ALTA 1992 form extended owner's policy of title insurance endorsed to deleted exclusions for creditors rights and with all standard preprinted exceptions deleted (each a "Title Commitment"); and and (B) complete and legible copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder (the "Recorded Documents"); and (ii) a survey of the Real Property made after the date of this Agreement by a land surveyor licensed by the state in which the Facility is located and bearing a certificate, signed and sealed by the surveyor, certifying to Buyer and the Title Insurer that: (A) such survey was made (1) in accordance with current "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and adopted by ALTA and ACSM in 1992ACSM, and includes Items 1-4, 6, 7(a), 7(b)(1), 7(c), 8-11 and 13 of Table A thereof, and (2) pursuant to the required Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of said certificate) of an "Urban" survey; and and (B) such survey reflects the locations of all building lines, easements and areas affected by any Recorded Documents affecting such Real Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the date hereof) as well as any encroachments onto the Real Property or by the Improvements onto any easement area or adjoining property (each a "Survey"); and (iii) complete and current searches in the name of Seller and other appropriate parties of all Uniform Commercial Code Financing Statements records maintained by the Secretary of State of the state in which Seller is incorporated, the state in which Seller maintains its principal place of business, each state in which a Facility is located, each jurisdiction in which a filing would be required in order to perfect a security interest in the Assets, the clerk or recorder of deeds (or other governmental office where real property documents are filed for recording) of each county in which any Facility is located and wherever else Seller or Buyer, based upon its investigation, is aware that a Uniform Commercial Code Financing Statement has been filed, together with such releases, termination statements and other documents as may be necessary to provide reasonable evidence that all items of Intangible Personal Property, Tangible Personal Property and fixtures to be sold under this Agreement are free and clear of Encumbrances, other than as permitted under this Agreement. (b) Each Title Commitment shall include the Title Insurer's requirements for issuing its title policy, which requirements shall be met by Seller on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing and those requirements that are to be met solely by Buyer). (c) If any of the following shall occur (collectively, a "Title Objection"): (i) any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; ; (ii) any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including (A) any exceptions that pertain to Encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that Buyer reasonably believes could materially and adversely affect have a Seller Material Adverse Effect; or (iii) any Survey discloses any matter that Buyer reasonably believes could have a Seller Material Adverse Effect; then Buyer shall notify Seller in writing ("Buyer's use and enjoyment Notice") of such matters within ten (10) business days after date of receipt of all of the Title Commitment, Survey and copies of Recorded Documents for the Facility covered thereby. (d) The parties hereto shall work together in good faith to cure any Title Objections. Any Title Objection that the Title Insurer is willing to insure over on terms acceptable to Seller and Buyer is herein referred to as an "Insured Exception." The Insured Exceptions, together with any title exception or matters disclosed by the Survey not objected to by Buyer in the manner aforesaid shall be deemed to be acceptable to Buyer (the "Permitted Real Property described therein; orEstate Encumbrances").