Common use of Elimination of Liens Clause in Contracts

Elimination of Liens. If any Title Objections which are not Permitted Exceptions appear in any Title Update or Survey Update, then, notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to cause to be released, satisfied and otherwise discharged of record all such Title Objections which are (1) a mortgage, deed of trust, security agreement, financing statement, or any other instrument which evidences or secures indebtedness of Seller, (2) a mechanics’ lien, including, without limitation, in connection with the Tenant Improvement Work (as hereinafter defined) (other than a mechanics’ lien against a Tenant or other occupant of the Property), (the items described in the preceding subclauses (1) and (2), collectively, “Monetary Encumbrances”) or (3) any other lien which can be satisfied by the payment of a liquidated sum not in excess of $1,000,000, in the aggregate of all such other liens (the items described in the preceding subclause (3) being “Other Liens”) and (4) any encumbrances voluntarily recorded or otherwise placed or permitted to be placed by Seller against the Property on or following the date of Purchaser’s Title Commitment and not approved by Purchaser, in its sole discretion, in writing in advance thereof (“Voluntary Encumbrances”). In lieu of eliminating any Title Objections which are not Permitted Exceptions which Seller may elect, or be required, pursuant to the express terms hereof, to eliminate under this Agreement, Seller may deposit with the Title Company such amount of money as may be determined by the Title Company as being sufficient to induce the Title Company, without the payment of any additional premium by Purchaser, to omit such Title Objections which are not Permitted Exceptions from Purchaser’s title insurance policy. If, as of the Closing Date, there are any Title Objections (which are not Permitted Exceptions or are not otherwise omitted from Purchaser’s title insurance policy), then Purchaser shall have the right (as its sole and exclusive remedy with respect to such matters) either to (I) terminate this Agreement by delivering notice thereof to Seller, or (II) waive, in writing, its objection thereto and consummate the Closing, in which event (i) such Title Objections shall thereupon constitute Permitted Exceptions for all purposes of this Agreement and (ii) Seller shall be obligated at Closing, to remove any Voluntary Encumbrances which are not Permitted Exceptions and Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the sum of (x) the amount necessary to discharge of record all of the unsatisfied Monetary Encumbrances and (y) the lesser of (1) the amount necessary to discharge of record all of the unsatisfied Other Liens or (2) $1,000,000. Seller shall not voluntarily enter into any agreement to create a Lien (as hereinafter defined) or encumbrance on the Property after the date hereof without Purchaser’s prior written consent, which consent may be withheld in Purchaser’s sole discretion.

Elimination of Liens. If any Title Objections appear in any update to the Title Commitment or the Survey which are not Permitted Exceptions appear in any Title Update or Survey Updateand to which Purchaser has timely objected pursuant to Section 5.1.2 hereof, then, notwithstanding anything to the contrary contained in this Agreement, then Seller shall be obligated to cause to be released, satisfied and otherwise discharged of record all such Title Objections which are (1) a mortgage, deed of trust, security agreement, financing statement, or any other instrument which evidences or secures indebtedness of Sellerindebtedness, (2) a mechanics’ lien, including, without limitation, in connection with the Tenant Improvement Work (as hereinafter defined) (other than a mechanics’ lien against a Tenant or other occupant of the Property), (the items described in the preceding subclauses (1) and (2), collectively, “Monetary Encumbrances”) or (3) any other lien which can be satisfied by the payment of a liquidated sum not in excess but expressly excluding any liens caused by the act or failure to act of $1,000,000a Tenant or with respect to which the responsibility to pay, in discharge or bond over is that of a Tenant[, and further excluding any instruments relating to the aggregate of all such other liens Existing Mortgage Loan] (the items described in the preceding subclause (3) being collectively, “Other LiensMonetary Encumbrances”) ), and (42) any encumbrances voluntarily recorded or otherwise placed or permitted to be placed by Seller or Owner against the Property on or following the date of Purchaser’s the Title Commitment and not approved by Purchaser, in its sole discretion, in writing in advance thereof Purchaser (“Voluntary Encumbrances”). In lieu of eliminating Nothing herein shall require Seller or Owner to cure any title objection other than as expressly set forth in the immediately preceding sentence. Either Seller or Purchaser, each in its sole discretion, may adjourn the Scheduled Closing Date from time to time for up to one hundred eighty (180) days in the aggregate, during which period Seller shall use commercially reasonable efforts to eliminate any Title Objections or Voluntary Encumbrances (which in either case are not Permitted Exceptions which Seller may elect, or be required, pursuant to the express terms hereof, to eliminate under this Agreement, Seller may deposit with the Title Company such amount of money as may be determined by the Title Company as being sufficient to induce the Title Company, without the payment of any additional premium by Purchaser, to omit such Title Objections which are not Permitted Exceptions from Purchaser’s title insurance policyExceptions). If, as of the Closing Date, there are any Title Objections (which are not Permitted Exceptions or are not otherwise omitted from Purchaser’s title insurance policypolicy without the payment of additional premiums), then then, subject to each party’s right to adjourn the Scheduled Closing Date for up to one hundred eighty (180) days in the aggregate in order to eliminate any Title Objections or Voluntary Encumbrances, Purchaser shall have the right (as its sole and exclusive remedy with respect to such matters) either to (I) to terminate this Agreement by delivering notice thereof to Seller, in which event Purchaser shall be entitled to the return of the Deposit and Interest, neither party shall have any obligations hereunder except those expressly stated to survive the termination of this Agreement, and if the sole reason for Purchaser’s termination is Seller’s failure to remove a Voluntary Encumbrance against the Property, Purchaser shall be entitled to a reimbursement from Seller up to an amount not to exceed Dollars ($ ), for the reasonable costs and expenses actually incurred by Purchaser in connection with Purchaser’s negotiation and execution of this Agreement and due diligence with respect to the Property, or (II) to waive, in writing, its objection thereto and consummate the Closing, in which event (i) such Title Objections shall thereupon constitute Permitted Exceptions for all purposes of this Agreement and (ii) Seller shall be obligated obligated, at Closing, to remove any Voluntary Encumbrances which are not Permitted Exceptions and Purchaser shall be entitled to a credit against the Balance of the Purchase Price in an amount equal to the sum of (x) the amount necessary to discharge of record all of the unsatisfied Monetary Encumbrances and (y) the lesser of (1) the amount necessary to discharge of record all of the unsatisfied Other Liens or (2) $1,000,000Encumbrances. Seller agrees that Seller shall not and shall not cause Owner to voluntarily enter into any agreement to create a Lien (as hereinafter defined) lien or encumbrance on the Property after the date hereof without Purchaser’s prior written consent, which consent may be withheld granted in Purchaser’s sole and absolute discretion.

Elimination of Liens. If any Title Objections appear in the Purchaser’s Title Commitment or any updates thereof or any updates to the Survey which are not Permitted Exceptions appear in any Title Update or Survey Updateand to which Purchaser has timely objected pursuant to Section 5.1.2 hereof, then, notwithstanding anything to the contrary contained in this Agreement, then Seller shall be obligated to cause to be released, satisfied and otherwise discharged of record all such Title Objections which are (1) a mortgage, deed of trust, security agreement, financing statement, or any other instrument which evidences or secures indebtedness of Sellerindebtedness, (2) a mechanics’ lien, including, without limitation, in connection with the Tenant Improvement Work (as hereinafter defined) (other than a mechanics’ lien against a Tenant or other occupant of the Property), (the items described in the preceding subclauses (1) and (2), collectively, “Monetary Encumbrances”) or (3) any other lien which can be satisfied by the payment of a liquidated sum not in excess of $1,000,000, 25,000,000 in the aggregate of all such other liens liens, judgments, fines or penalties of record (the items described in the preceding subclause (3) being “Other Liens”) ), and (4) any encumbrances voluntarily recorded or otherwise placed or permitted to be placed by Seller against the Property on or following the date of PurchaserSeller’s Title Commitment Report and not approved by Purchaser, in its sole discretion, in writing in advance thereof Purchaser (“Voluntary Encumbrances”). Nothing herein shall require Seller to cure any title objection other than as expressly set forth in the immediately preceding sentence. Seller, in its discretion, may adjourn the Closing Date for up to sixty (60) days, but in no event shall the Closing Date be adjourned beyond April 29, 2007, in the aggregate in order to eliminate any Title Objections or Voluntary Encumbrances (which in either case are not Permitted Exceptions). In lieu of eliminating any Title Objections which are not Permitted Exceptions which Seller may elect, or shall be required, pursuant to the express terms hereof, to eliminate under this Agreement, Seller may may, subject to the approval of the Title Company, deposit with the Title Company such amount of money as may be determined by the Title Company as being sufficient to induce the Title Company, without the payment of any additional premium by Purchaser, to omit such Title Objections which are not Permitted Exceptions from Purchaser’s title insurance policy. If, as of the Closing Date, there are any Title Objections (which are not Permitted Exceptions or are not otherwise omitted from Purchaser’s title insurance policypolicy without the payment of additional premiums), then then, subject to Seller’s right to adjourn the Closing Date for up to sixty (60) days, but in no event shall the Closing Date be adjourned beyond April 29, 2007, in the aggregate in order to eliminate any Title Objections or Voluntary Encumbrances, Purchaser shall have the right (as its sole and exclusive remedy with respect to such matters) either to (I) to terminate this Agreement by delivering notice thereof to Seller, in which event Purchaser shall be entitled to the return of the Deposit and Interest and Seller shall pay all costs incurred by Purchaser in connection with this transaction, including, without limitation, due diligence costs, title costs and attorneys’ fees, in an aggregate amount not to exceed $500,000, and neither party shall have any obligations hereunder except those expressly stated to survive the termination of this Agreement, or (II) to waive, in writing, its objection thereto and consummate the Closing, in which event (i) such Title Objections shall thereupon constitute Permitted Exceptions for all purposes of this Agreement and (ii) Seller shall be obligated obligated, at Closing, to remove any Voluntary Encumbrances which are not Permitted Exceptions and Purchaser shall be entitled to a credit against the Balance of the Purchase Price in an amount equal to the sum of (x) the amount necessary to discharge of record all of the unsatisfied Monetary Encumbrances and (y) the lesser of (1Y) the amount necessary to discharge of record all of the unsatisfied Other Liens or (2Z) $1,000,00025,000,000. Seller agrees that Seller shall not voluntarily enter into any agreement to create a Lien (as hereinafter defined) lien or encumbrance on the Property after the date hereof without Purchaser’s prior written consent, which consent may be withheld granted in Purchaser’s sole and absolute discretion.

Elimination of Liens. If the Purchasers raise any Title Objections which are not Permitted Exceptions appear in any Title Update or Survey UpdateObjections in an Objection Notice in accordance with the terms of Section 6(b), thenthen Seller may, notwithstanding at its election, undertake to eliminate, or cause the Title Company to insure over (to the extent permitted under the definition of Permitted Lien), such Title Objections and Survey Objections, it being agreed that none of Seller or its Affiliates shall have any obligation to incur any expense in connection with curing such Title Objections and Survey Objections (except as otherwise expressly provided in this Section 6(c) with respect to Mandatory Cure Items). If Seller does not respond to an Objection Notice within ten (10) Business Days after Seller receives the applicable Objection Notice from the Purchasers, Seller shall be deemed to have elected to attempt to remedy the specified Title Objections(s) and/or Survey Objections(s). Notwithstanding anything to the contrary contained in this Agreementherein, Seller Seller, at its sole cost, shall be obligated to cause to be released, satisfied and otherwise discharged of record or otherwise cured, as applicable, all such Title Objections which are (1) a mortgagemortgages, deed deeds, deeds of trust, deeds to secure debt or other similar or related security agreement, financing statement, documents recorded against or otherwise secured by any Real Property or any portion thereof and related Uniform Commercial Code filings and assignment of leases and rents and other instrument evidence of indebtedness secured by any Real Property, except to the extent such security documents encumber only the fee interest in a portion of the Real Property with respect to which evidences or secures indebtedness of Seller, the Seller and its Affiliates hold only a leasehold interest; (2) a mechanics’ lienliens, including, without limitation, in connection with the Tenant Improvement Work (as hereinafter defined) (other than a mechanics’ lien against a Tenant encumbrances or other occupant title matters caused by, resulting from or arising out of affirmative acts of or consented to by Seller or its Affiliates or any of their respective agents after the Property)date of this Agreement and not approved in writing by the Purchasers, (the items described in the preceding subclauses (1) and (2), collectively, “Monetary Encumbrances”) or (3) any liens, other lien which encumbrances or other title matters that can be satisfied by the payment of a liquidated sum not in excess of $1,000,000, in the aggregate of all such other liens (the items described in the preceding subclause (3) being “Other Liens”) amount and (4) judgments against Seller or its Affiliates (collectively, “Mandatory Cure Items”). In the event of any encumbrances voluntarily recorded Title Objections and Survey Objections that are raised by the Purchasers in writing in accordance with Section 6(b) less than (A) ten (10) days prior to the Outside Closing Date, with respect to any matter that may be removed by delivery of a bond, or otherwise placed or permitted (B) thirty (30) days prior to the Outside Closing Date, with respect to any matter than cannot be placed removed by Seller against the Property on or following the date delivery of Purchaser’s Title Commitment and not approved by Purchasera bond, Seller, in its sole discretion, by notice delivered to the Purchasers prior to the Closing Date, may extend the Outside Closing Date specified in writing Section 14(a)(i) until the date that is ten (10) days (with respect to matters under the foregoing clause (A)) or thirty (30) days (with respect to matters under the foregoing clause (B)) after PropCo Purchaser’s notice of such matter in advance thereof accordance with Section 6(b), in order to eliminate such Title Objections and Survey Objections. Notwithstanding anything in the foregoing to the contrary, in no event shall Seller be able to extend the Outside Closing Date more than thirty (“Voluntary Encumbrances”30) days beyond the Outside Closing Date specified in Section 14(a)(i). In lieu of eliminating any Title Objections which are not Permitted Exceptions which Seller may elect, or be required, pursuant to the express terms hereof, to eliminate under this Agreementeliminate, Seller may deposit with may, in its sole discretion and at its cost and expense, obtain affirmative title insurance from the Title Company for the Purchasers over all such amount of money as may be determined by Title Objections, in form and substance reasonably satisfactory to the Purchasers, at no cost or expense to the Purchasers, and with respect to which the Title Company as being sufficient agrees in writing to induce provide the Title Companysame coverage to future purchasers and lenders; provided, without that, in the case of matters that can be cured by the payment of any additional premium by Purchasera liquidated sum of money, such affirmative title insurance shall not exceed the Affirmative Insurance Cap. If a Purchaser delivers an Objection Notice to omit Seller, and (a) Seller notifies the Purchasers within ten (10) Business Days after receipt of such Objection Notice that Seller will not attempt to cure such Title Objections Objection or Survey Objection (which are notice Seller shall not Permitted Exceptions from Purchaser’s title insurance policy. Ifbe entitled to provide with respect to Mandatory Cure Items), or (b) as of the extended Outside Closing DateDate (as the same may be extended as expressly provided for in this subsection (c)), there are any Title Objections (which are not Permitted Exceptions or that are not otherwise omitted from a Purchaser’s title insurance policy)policy as set forth above) or Survey Objections, then Purchaser the Purchasers shall have the right (as its their sole and exclusive remedy with respect to such matters) either to (Ii) terminate this Agreement by delivering written notice thereof to Seller, in which event the provisions of Section 14(a)(viii) shall apply or (IIii) waive, in writing, its objection thereto and consummate the PropCo Closing, in which event (iI) such Title Objections (except to the extent same are Mandatory Cure Items which shall be governed by clause (II) below) and/or Survey Objections (except to the extent same are Mandatory Cure Items which shall be governed by clause (II) below) shall thereupon constitute Permitted Exceptions Liens for all purposes of this Agreement and (iiII) with respect to any Mandatory Cure Item, Seller shall shall, at its sole cost, be obligated to cause such Mandatory Cure Item to be satisfied, paid, discharged or cured at the PropCo Closing, to remove any Voluntary Encumbrances which are not Permitted Exceptions and Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the sum of (x) the amount necessary to discharge of record all of the unsatisfied Monetary Encumbrances and (y) the lesser of (1) the amount necessary to discharge of record all of the unsatisfied Other Liens or (2) $1,000,000. Seller shall not voluntarily enter into any agreement to create a Lien (as hereinafter defined) or encumbrance on the Property after the date hereof without Purchaser’s prior written consent, which consent may be withheld in Purchaser’s sole discretion.

Elimination of Liens. If any Title Objections which are not Permitted Exceptions appear (a) Notwithstanding anything in any Title Update or Survey Update, then, notwithstanding anything this Article V to the contrary contained in this Agreementcontrary, Seller shall be obligated to cause to be releasedobtain the release, satisfied satisfaction and otherwise discharged discharge of record all such Title Objections which are (or with respect to (1) a below, an assignment to Purchaser's lender, if requested by Purchaser) prior to Closing (1) the lien of any mortgage, deed of trust, security agreement, financing statement, or any other instrument which evidences or secures indebtedness of Sellersecured by the Property, (2) a mechanics’ ' or materialmans' lien (including any broker's lien), a judgment lien, including, without limitation, in connection with or any other lien that results from the Tenant Improvement Work (as hereinafter defined) failure of Seller to pay a claim for work performed or labor or materials furnished (other than a mechanics’ lien against a Tenant or other occupant with the prior written approval of the PropertyPurchaser), (the items described in the preceding subclauses (1) and (2), collectively, “Monetary Encumbrances”) or (3) any encumbrances voluntarily recorded or otherwise placed by Seller against the Property on or following the date hereof without the prior written approval by Purchaser (items (1)-(3), the "Required Removal Encumbrances"), and (4) any other lien lien, judgment or other encumbrance that would not fall within the definition of a Required Removal Encumbrance, that is not a Permitted Exception and which can be satisfied by the payment of a liquidated sum not in excess of $1,000,000, 400,000 in the aggregate of (such amount, the "Other Liens Cap") for all such other liens (the items described in the preceding subclause (34) being “"Other Liens”) and (4) any encumbrances voluntarily recorded or otherwise placed or permitted to be placed by Seller against the Property on or following the date of Purchaser’s Title Commitment and not approved by Purchaser"). Seller, in its sole discretion, may adjourn the Closing Date for up to sixty (60) days in writing the aggregate in advance thereof order to eliminate any Other Liens (“Voluntary Encumbrances”which are not Permitted Exceptions); provided, however, that in no event shall Seller be permitted to adjourn the Closing Date pursuant to the terms of this Section 5.1.4 to a date which is more than one (1) year from the date hereof. In lieu of eliminating any Title Objections title defects which are not Permitted Exceptions which Seller may elect, or shall be required, pursuant to the express terms hereof, to eliminate under this Agreement, Seller may deposit with the Purchaser's Title Company such amount of money as may be determined by the Purchaser's Title Company as being sufficient to induce the Purchaser's Title Company, without the payment of any additional premium by or at any cost to Purchaser, to omit such Title Objections title defects which are not Permitted Exceptions from Purchaser’s 's title insurance policypolicy and the title insurance policy for Purchaser's lender. If, as of the Closing Date, there are any Title Objections title defects (which are not Permitted Exceptions or are not otherwise omitted from Purchaser’s 's title insurance policypolicy without the payment of additional premiums or cost to Purchaser), then then, subject to Seller's right to adjourn, upon at least five (5) Business Days' prior notice to Purchaser (or such lesser period during the five (5) Business Days prior to the Scheduled Closing Date), the Closing Date for up to sixty (60) days in the aggregate in order to eliminate any such title defects (but in no event beyond the date which is one (1) year after the date hereof), Purchaser shall have the right (as its sole and exclusive remedy with respect to such matters) either to (I) to terminate this Agreement by delivering notice thereof to Seller, in which event Purchaser shall be entitled to the return of the Deposit and Interest and its rights pursuant to Section 13.1 of this Agreement, and neither party shall have any obligations hereunder except those expressly stated to survive the termination of this Agreement, or (II) to waive, in writing, its objection thereto and consummate the Closing, in which event (i) such Title Objections title defects shall thereupon constitute Permitted Exceptions for all purposes of this Agreement and (ii) Seller shall be obligated obligated, at Closing, to remove any Voluntary Required Removal Encumbrances which are not Permitted Exceptions and Purchaser shall be entitled to a credit against the Balance of the Purchase Price in an amount equal to the sum of (x) the amount necessary to discharge of record and/or satisfy all of the unsatisfied Monetary Required Removal Encumbrances and (y) the lesser of (1A) the amount necessary to discharge of record and/or satisfy all of the unsatisfied Other Liens or (2B) $1,000,000the Other Liens Cap. Notwithstanding the foregoing, Seller shall not voluntarily enter into any agreement have an obligation hereunder to create discharge and/or satisfy all Required Removal Encumbrances and Other Liens (subject to the cap on Other Liens set forth herein) at or prior to Closing and Seller's failure to do so shall constitute a Lien (as hereinafter defined) or encumbrance on material default by Seller and the Property after the date hereof without provisions of Section 13.1 shall apply; provided, that Purchaser may, at Purchaser’s prior written consent, which consent may be withheld in Purchaser’s 's sole discretion, proceed to the Closing and accept a credit against the Purchase Price equal to the sum of (x) the amount necessary to discharge of record and/or satisfy all of the Required Removal Encumbrances and (y) the lesser of (A) the amount necessary to discharge of record and/or satisfy all of the unsatisfied Other Liens or (B) the Other Liens Cap.

Elimination of Liens. If the Purchasers raise any Title Objections which are not Permitted Exceptions appear in any Title Update or Survey UpdateObjections in an Objection Notice in accordance with the terms of Section 6(b), thenthen Seller may, notwithstanding at its election, undertake to eliminate, or cause the Title Company to insure over (to the extent permitted under the definition of Permitted Lien), such Title Objections and Survey Objections, it being agreed that none of Seller or its Affiliates shall have any obligation to incur any expense in connection with curing such Title Objections and Survey Objections (except as otherwise expressly provided in this Section 6(c) with respect to Mandatory Cure Items). If Seller does not respond to an Objection Notice within ten (10) Business Days after Seller receives the applicable Objection Notice from the Purchasers, Seller shall be deemed to have elected to attempt to remedy the specified Title Objections(s) and/or Survey Objections(s). Notwithstanding anything to the contrary contained in this Agreementherein, Seller Seller, at its sole cost, shall be obligated to cause to be released, satisfied and otherwise discharged of record or otherwise cured, as applicable, all such Title Objections which are (1) a mortgagemortgages, deed deeds, deeds of trust, deeds to secure debt or other similar or related security agreement, financing statement, documents recorded against or otherwise secured by any Real Property or any portion thereof and related Uniform Commercial Code filings and assignment of leases and rents and other instrument evidence of indebtedness secured by any Real Property, except to the extent such security documents encumber only the fee interest in a portion of the Real Property with respect to which evidences or secures indebtedness of Seller, the Seller and its Affiliates hold only a leasehold interest; (2) a mechanics’ lienliens, including, without limitation, in connection with the Tenant Improvement Work (as hereinafter defined) (other than a mechanics’ lien against a Tenant encumbrances or other occupant title matters caused by, resulting from or arising out of affirmative acts of or consented to by Seller or its Affiliates or any of their respective agents after the Property)date of this Agreement and not approved in writing by the Purchasers, (the items described in the preceding subclauses (1) and (2), collectively, “Monetary Encumbrances”) or (3) any liens, other lien which encumbrances or other title matters that can be satisfied by the payment of a liquidated sum not in excess of $1,000,000, in the aggregate of all such other liens (the items described in the preceding subclause (3) being “Other Liens”) amount and (4) judgments against Seller or its Affiliates (collectively, “Mandatory Cure Items”). In the event of any encumbrances voluntarily recorded Title Objections and Survey Objections that are raised by the Purchasers in writing in accordance with Section 6(b) less than (A) ten (10) days prior to the Outside Closing Date, with respect to any matter that may be removed by delivery of a bond, or otherwise placed or permitted (B) thirty (30) days prior to the Outside Closing Date, with respect to any matter than cannot be placed removed by Seller against the Property on or following the date delivery of Purchaser’s Title Commitment and not approved by Purchasera bond, Seller, in its sole discretion, by notice delivered to the Purchasers prior to the Closing Date, may extend the Outside Closing Date specified in writing Section 14(a)(i) until the date that is ten (10) days (with respect to matters under the foregoing clause (A)) or thirty (30) days (with respect to matters under the foregoing clause (B)) after PropCo Purchaser’s notice of such matter in advance thereof accordance with Section 6(b), in order to eliminate such Title Objections and Survey Objections. Notwithstanding anything in the foregoing to the contrary, in no event shall Seller be able to extend the Outside Closing Date more than thirty (“Voluntary Encumbrances”30) days beyond the Outside Closing Date specified in Section 14(a)(i). In lieu of eliminating any Title Objections which are not Permitted Exceptions which Seller may elect, or be required, pursuant to the express terms hereof, to eliminate under this Agreementeliminate, Seller may deposit with may, in its sole discretion and at its cost and expense, obtain affirmative title insurance from the Title Company for the Purchasers over all such amount of money as may be determined by Title Objections, in form and substance reasonably satisfactory to the Purchasers, at no cost or expense to the Purchasers, and with respect to which the Title Company as being sufficient agrees in writing to induce provide the Title Companysame coverage to future purchasers and lenders; provided, without that, in the case of matters that can be cured by the payment of any additional premium by Purchasera liquidated sum of money, such affirmative title insurance shall not exceed the Affirmative Insurance Cap. If a Purchaser delivers an Objection Notice to omit 70 Seller, and (a) Seller notifies the Purchasers within ten (10) Business Days after receipt of such Objection Notice that Seller will not attempt to cure such Title Objections Objection or Survey Objection (which are notice Seller shall not Permitted Exceptions from Purchaser’s title insurance policy. Ifbe entitled to provide with respect to Mandatory Cure Items), or (b) as of the extended Outside Closing DateDate (as the same may be extended as expressly provided for in this subsection (c)), there are any Title Objections (which are not Permitted Exceptions or that are not otherwise omitted from a Purchaser’s title insurance policy)policy as set forth above) or Survey Objections, then Purchaser the Purchasers shall have the right (as its their sole and exclusive remedy with respect to such matters) either to (Ii) terminate this Agreement by delivering written notice thereof to Seller, in which event the provisions of Section 14(a)(viii) shall apply or (IIii) waive, in writing, its objection thereto and consummate the PropCo Closing, in which event (iI) such Title Objections (except to the extent same are Mandatory Cure Items which shall be governed by clause (II) below) and/or Survey Objections (except to the extent same are Mandatory Cure Items which shall be governed by clause (II) below) shall thereupon constitute Permitted Exceptions Liens for all purposes of this Agreement and (iiII) with respect to any Mandatory Cure Item, Seller shall shall, at its sole cost, be obligated to cause such Mandatory Cure Item to be satisfied, paid, discharged or cured at the PropCo Closing, to remove any Voluntary Encumbrances which are not Permitted Exceptions and Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the sum of (x) the amount necessary to discharge of record all of the unsatisfied Monetary Encumbrances and (y) the lesser of (1) the amount necessary to discharge of record all of the unsatisfied Other Liens or (2) $1,000,000. Seller shall not voluntarily enter into any agreement to create a Lien (as hereinafter defined) or encumbrance on the Property after the date hereof without Purchaser’s prior written consent, which consent may be withheld in Purchaser’s sole discretion.

Elimination of Liens. If any Title Objections which are not Permitted Exceptions appear (a) Notwithstanding anything in any Title Update or Survey Update, then, notwithstanding anything this Article V to the contrary contained in this Agreementcontrary, Seller shall be obligated to cause to be releasedobtain the release, satisfied satisfaction and otherwise discharged discharge of record all such Title Objections which are (or with respect to (1) a below, an assignment to Purchaser’s lender, if requested by Purchaser) prior to Closing (1) the lien of any mortgage, deed of trust, security agreement, financing statement, or any other instrument which evidences or secures indebtedness of Sellersecured by the Property, (2) a mechanics’ or materialmans’ lien (including any broker’s lien), a judgment lien, including, without limitation, in connection with or any other lien that results from the Tenant Improvement Work (as hereinafter defined) failure of Seller to pay a claim for work performed or labor or materials furnished (other than a mechanics’ lien against a Tenant or other occupant with the prior written approval of the PropertyPurchaser), (the items described in the preceding subclauses (1) and (2), collectively, “Monetary Encumbrances”) or (3) any encumbrances voluntarily recorded or otherwise placed by Seller against the Property on or following the date hereof without the prior written approval by Purchaser (items (1)-(3), the “Required Removal Encumbrances”), and (4) any other lien lien, judgment or other encumbrance that would not fall within the definition of a Required Removal Encumbrance, that is not a Permitted Exception and which can be satisfied by the payment of a liquidated sum not in excess of $1,000,000, 200,000 in the aggregate of (such amount, the “Other Liens Cap”) for all such other liens (the items described in the preceding subclause (34) being “Other Liens”) and (4) any encumbrances voluntarily recorded or otherwise placed or permitted to be placed by Seller against the Property on or following the date of Purchaser’s Title Commitment and not approved by Purchaser). Seller, in its sole discretion, may adjourn the Closing Date for up to sixty (60) days in writing the aggregate in advance thereof order to eliminate any Other Liens (“Voluntary Encumbrances”which are not Permitted Exceptions); provided, however, that in no event shall Seller be permitted to adjourn the Closing Date pursuant to the terms of this Section 5.1.45 to a date which is more than one (1) year from the date hereof. In lieu of eliminating any Title Objections title defects which are not Permitted Exceptions which Seller may elect, or shall be required, pursuant to the express terms hereof, to eliminate under this Agreement, Seller may deposit with the Purchaser’s Title Company such amount of money as may be determined by the Purchaser’s Title Company as being sufficient to induce the Purchaser’s Title Company, without the payment of any additional premium by or at any cost to Purchaser, to omit such Title Objections title defects which are not Permitted Exceptions from Purchaser’s title insurance policypolicy and the title insurance policy for Purchaser’s lender. If, as of the Closing Date, there are any Title Objections title defects (which are not Permitted Exceptions or are not otherwise omitted from Purchaser’s title insurance policypolicy without the payment of additional premiums or cost to Purchaser), then then, subject to Seller’s right to adjourn, upon at least five (5) Business Days’ prior notice to Purchaser (or such lesser period during the five (5) Business Days prior to the Scheduled Closing Date), the Closing Date for up to sixty (60) days in the aggregate in order to eliminate any such title defects (but in no event beyond the date which is one (1) year after the date hereof), Purchaser shall have the right (as its sole and exclusive remedy with respect to such matters) either to (I) to terminate this Agreement by delivering notice thereof to Seller, in which event Purchaser shall be entitled to the return of the Deposit and Interest and its rights pursuant to Section 13.1 of this Agreement, and neither party shall have any obligations hereunder except those expressly stated to survive the termination of this Agreement, or (II) to waive, in writing, its objection thereto and consummate the Closing, in which event (i) such Title Objections title defects shall thereupon constitute Permitted Exceptions for all purposes of this Agreement and (ii) Seller shall be obligated obligated, at Closing, to remove any Voluntary Required Removal Encumbrances which are not Permitted Exceptions and Purchaser shall be entitled to a credit against the Balance of the Purchase Price in an amount equal to the sum of (x) the amount necessary to discharge of record and/or satisfy all of the unsatisfied Monetary Required Removal Encumbrances and (y) the lesser of (1A) the amount necessary to discharge of record and/or satisfy all of the unsatisfied Other Liens or (2B) $1,000,000the Other Liens Cap. Notwithstanding the foregoing, Seller shall not voluntarily enter into any agreement have an obligation hereunder to create discharge and/or satisfy all Required Removal Encumbrances and Other Liens (subject to the cap on Other Liens set forth herein) at or prior to Closing and Seller’s failure to do so shall constitute a Lien (as hereinafter defined) or encumbrance on material default by Seller and the Property after the date hereof without Purchaser’s prior written consentprovisions of Section 13.1 shall apply; provided, which consent may be withheld in that Purchaser may, at Purchaser’s sole discretion, proceed to the Closing and accept a credit against the Purchase Price equal to the sum of (x) the amount necessary to discharge of record and/or satisfy all of the Required Removal Encumbrances and (y) the lesser of (A) the amount necessary to discharge of record and/or satisfy all of the unsatisfied Other Liens or (B) the Other Liens Cap.

Elimination of Liens. If any Title Objections which are not Permitted Exceptions Liens appear in any Title Update or Survey Update, then, notwithstanding anything to the contrary contained in this Agreement, Seller then Sellers shall be obligated to cause to be released, satisfied and otherwise discharged of record all such Title Objections which are are: (1i) a mortgage, deed of trust, security agreement, financing statement, or any other instrument which evidences or secures indebtedness of Sellerthe Companies, (2ii) a mechanics’ lien, including, without limitation, in connection with the Tenant Improvement Work (as hereinafter defined) lien (other than a mechanics’ lien against a Tenant or other occupant of a mechanics’ lien filed in connection with the PropertyConstruction Work), (the items described in the preceding subclauses (1i) and (2ii), collectively, “Monetary Encumbrances”) or (3) any other lien which can be satisfied by the payment of a liquidated sum not in excess of $1,000,0003,000,000, in the aggregate of all such other liens (the items described in the preceding subclause (3) being “Other Liens”) and (4) any encumbrances voluntarily recorded or otherwise placed or permitted to be placed by Seller against the Property on or following the date of Purchaser’s Title Commitment and not approved by Purchaser, in its sole discretion, in writing in advance thereof (“Voluntary Encumbrances”)liens. In lieu of eliminating any Title Objections which are not Permitted Exceptions Liens which Seller Sellers may elect, or be required, pursuant to the express terms hereof, to eliminate under this Agreement, Seller Sellers may deposit with the Title Company such amount of money as may be reasonably determined by the Title Company as being sufficient to induce the Title Company, without the payment of any additional premium by PurchaserBuyer, to omit such Title Objections which are not Permitted Exceptions Liens from PurchaserBuyer’s title insurance policy. If, as of the Closing Date, there are any Title Objections (which are not Permitted Exceptions Liens or are not otherwise omitted from PurchaserBuyer’s title insurance policy), then Purchaser Buyer shall have the right (as its sole and exclusive remedy with respect to such matters) either to to: (Ii) terminate this Agreement by delivering notice thereof to SellerSellers, or (IIii) waive, in writing, its objection thereto and consummate the Closing, in which event (i) such Title Objections shall thereupon constitute Permitted Exceptions Liens for all purposes of this Agreement and (ii) Seller shall be obligated at Closing, to remove any Voluntary Encumbrances which are not Permitted Exceptions and Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the sum of (x) the amount necessary to discharge of record all of the unsatisfied Monetary Encumbrances and (y) the lesser of (1) the amount necessary to discharge of record all of the unsatisfied Other Liens or (2) $1,000,000. Seller shall not voluntarily enter into any agreement to create a Lien (as hereinafter defined) or encumbrance on the Property after the date hereof without Purchaser’s prior written consent, which consent may be withheld in Purchaser’s sole discretionAgreement.

Elimination of Liens. If any Title Objections which are not Permitted Exceptions appear in any Title Update or Survey Update, then, notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to cause to be released, satisfied and otherwise discharged of record all such Title Objections which are (1) a mortgage, deed of trust, security agreement, financing statement, or any other instrument which evidences or secures indebtedness of Seller, (2) a mechanics’ lien, including, without limitation, in connection with the Tenant Improvement Work (as hereinafter defined) (other than a mechanics’ lien against a Tenant or other occupant of the Property), (the items described in the preceding subclauses (1) and (2), collectively, “Monetary Encumbrances”) or (3) any other lien which can be satisfied by the payment of a liquidated sum not in excess of $1,000,000, in the aggregate of all such other liens (the items described in the preceding subclause (3) being “Other Liens”) and (4) any encumbrances voluntarily recorded or otherwise placed or permitted to be placed by Seller against the Property on or following the date of Purchaser’s Title Commitment and not approved by Purchaser, in its sole discretion, in writing in advance thereof (“Voluntary Encumbrances”). In lieu of eliminating any Title Objections which are not Permitted Exceptions which Seller may elect, or be required, pursuant to the express terms hereof, to eliminate under this Agreement, Seller may deposit with the Title Company such amount of money as may be determined by the Title Company as being sufficient to induce the Title Company, without the payment of any additional premium by Purchaser, to omit such Title Objections which are not Permitted Exceptions from Purchaser’s title insurance policy. If, as of the Closing Date, there are any Title Objections (which are not Permitted Exceptions or are not otherwise omitted from Purchaser’s title insurance policy), then Purchaser shall have the right (as its sole and exclusive remedy with respect to such matters) either to (I) terminate this Agreement by delivering notice thereof to Seller, or (II) waive, in writing, its objection thereto and consummate the Closing, in which event (i) such Title Objections shall thereupon constitute Permitted Exceptions for all purposes of this Agreement and (ii) Seller shall be obligated obligated, at Closing, to remove any Voluntary Encumbrances which are not Permitted Exceptions and Purchaser shall be entitled to a credit against the Purchase Price in an amount equal to the sum of (x) the amount necessary to discharge of record all of the unsatisfied Monetary Encumbrances and (y) the lesser of (1) the amount necessary to discharge of record all of the unsatisfied Other Liens or (2) $1,000,000. Seller shall not voluntarily enter into any agreement to create a Lien (as hereinafter defined) or encumbrance on the Property after the date hereof without Purchaser’s prior written consent, which consent may be withheld in Purchaser’s sole discretion.