Common use of Objections to Title Clause in Contracts

Objections to Title. Up until the date that is thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreement.

Objections to Title. Up until the date that is thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser Buyer shall have the right to object object, in Bxxxx's sole and absolute discretion, to any matter appearing on or related to the Title Commitment or any survey (each, a "Title Objection") by delivering written notice of such Title Objection ("Title Objection Notice") to Seller on or before the expiration of the Due Diligence Period. If Buyer delivers the Title Objection Notice, then, no later than 5 days after the delivery of the Title Objection Notice (the "Title Response Deadline"), Seller may deliver, in Seller's sole and absolute discretion, a response stating therein whether and how Seller agrees to cure the Title Objections in the Title Objection Notice on or before Closing (the "Seller Title Response"). If Seller elects to cure any Title Objection, Seller shall cure such Title Objection on or before Closing. If Seller fails to deliver the Seller Response on or before the Title Response Deadline, Seller shall be deemed to have elected not to cure any of the Title Objections set forth in a the Title Commitment which is Objection Notice. If Seller fails to deliver the Seller Title Response on or before the Title Response Deadline or does not a Permitted Exceptionagree in the Seller Title Response to cure all Title Objections to Buyer's satisfaction, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser then Buyer shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exceptionright, by written notice to Seller delivered on or before the Closing Date. Purchaser date that is 5 days after the Title Response Deadline, to either, in Buyer's sole and absolute discretion: (i) terminate this Agreement, in which event the Title Company shall not promptly return the Exxxxxx Money Deposit to Buyer, this Agreement shall be entitled of no further force and effect, and all Parties hereto shall thereupon be relieved and absolved of any further liabilities or obligations whatsoever to object to any Liens or each other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but except with respect to those liabilities or obligations hereunder which are expressly stated to survive the termination of this Agreement, or (ii) waive such uncured Title Objections, in which event such Title Objections shall instead be deemed Permitted Exceptions. If Buyer does not timely deliver such written notice to Seller, Buyer shall be deemed to be Permitted Exceptions) have elected to terminate this Agreement pursuant to clause (i) over which above. The foregoing terms shall apply to any update of the Title Company is willing Commitment, except that, Buyer shall have until the later of 5 days after service of the update on Buyer or the last day of the Due Diligence Period serve a Title Objection Notice based on the change in the Title Commitment. b. Conveyance of Title. At Closing, Seller shall deliver to insure Buyer a Special Warranty Deed conveying good and marketable title to Buyer, subject only to the Permitted Exceptions. The exceptions to title disclosed in the Title Commitment, other than (without additional cost to Purchaser i) those Title Objections that are not subsequently cured or where Seller elects to pay such cost for Purchaser’s account)waived, (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser any delinquent taxes or where Seller elects to pay such cost for Purchaser’s account)assessments, or and (iii) which will any standard printed exceptions, shall be extinguished upon the transfer of "Permitted Exceptions" hereunder. Notwithstanding anything to the Property. contrary contained herein, Seller shall have discharge and remove any and all liens, encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options, pledges, judgments, or other similar matters affecting the right, but not the obligation, Property which secure an obligation to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof pay money (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreement.other

Objections to Title. Up until the date that is thirty (30) days from the receipt of a Title Commitment and Seller has provided to Buyer copies of all material underlying its existing title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of policy for the Titled Properties as are in Seller’s Premises (or its Subsidiaries’the “Old Title Policy”) possession and the applicable Express Maps most recent ALTA survey in its possession (or the survey, “Old Survey”). Buyer may notify Seller in the case of the Chillicothe Distribution Center) writing (the “Title Review PeriodNotice”), Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object expiration of the Inspection Period as described in Paragraph 19(c) hereof of its objection to any Liens matters reflected by the Old Title Policy or other title exceptions (and the same shall not constitute Title Defects Old Survey, or any breach matter reflected by any new or updated title commitment (“New Title Commitment”) or any new or updated survey (“New Survey”) that may be obtained by Buyer. If the Title Notice includes objections reflected by a New Title Commitment or New Survey, Buyer shall include a copy of the New Title Commitment and/or New Survey in the Title Notice. Unless objected to by Buyer pursuant to a Title Notice timely given to Seller’s representations hereunder, but (i) any matters reflected by the Old Title Policy or Old Survey, and (ii) any matters reflected by any New Title Commitment or New Survey, and (iii) any matters which would have been reflected by a New Title Commitment or New Survey had they been obtained prior to the expiration of the Inspection period, shall instead all be deemed to be Permitted Exceptions) (i) over which Encumbrances hereunder. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account)Notice, (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Propertyother than mortgage liens and judgments. Seller shall have the right, but not the obligationat its sole option, upon written notice to Buyer (“Seller’s Cure Notice”) within ten (10) days of Buyer’s Title Notice, to cure (1) defer the Closing for a period not exceeding thirty (30) days after the Closing Date to give Seller an opportunity, at Seller’s sole option, of removing any encumbrance or remove at other title exception or prior matter which is not a Permitted Encumbrance, in which event Seller shall be obligated to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at encumbrance or prior title objection or (2) elect not to Closingtake such action as provided in subparagraph (1), Purchaser in which event Buyer shall have the rights election set forth in Section 6.12 hereof Paragraph (with respect c) of this Paragraph 6. Failure by Seller to the Timberlands), in addition to any other applicable rights set forth in this Agreementdeliver Seller’s Cure Notice shall be deemed an election under subparagraph (2) above.

Objections to Title. Up until For purposes of this Agreement, the date that term "Permitted Exceptions" means those exceptions set forth in the Title Reports which are not objected to by Purchaser pursuant to this Paragraph C. In no event shall Permitted Exceptions include the standard exceptions set forth in the Title Reports for parties in possession mechanics' liens, and matters of survey. In the event the Title Reports contain any exceptions to title, Purchaser shall have fifteen (15) days from and after the receipt of all of the Title Reports to approve or object to the condition of title disclosed in the Title Reports. Purchaser's approval of any such exceptions to title which are not Permitted Exceptions shall be a condition precedent to Purchaser's obligation to close the transaction contemplated by this Agreement, which condition Purchaser reserves the right to waive. Any exceptions to which Purchaser does not object in writing during the 15-day period shall be deemed approved. If objection to the title is thirty made, Purchaser shall give Seller ten (3010) days from the receipt date it is notified in writing of the particular defects claimed, either, as Seller shall elect, (a) to remedy the title matter or (b) to obtain title insurance as required above, and (c) to decline to remedy (if permitted below and under Paragraph E) the title matter or obtain title insurance as required above. If Seller elects the option described in clause (c) above and, if Purchaser has not elected to waive such defect, the Deposit, plus accrued interest, shall be refunded to Purchaser forthwith in full termination of this Agreement. Provided all other conditions precedent set forth in Article 8 of this Agreement have been met to Purchaser's satisfaction or have been waived by Purchaser, if Seller remedies the title or obtains a Title Commitment Policy acceptable to Purchaser within the time specified, Purchaser agrees to complete the sale, and copies if Seller is unable to remedy the title matter or obtain title insurance within the time specified, or obtain a waiver from Purchaser, the Deposit plus accrued interest, shall be refunded forthwith in full termination of this Agreement. Other than as set forth under Paragraph E below and (i) mechanics' liens for which Seller or any occupant of the Real Property is liable, (ii) judgment liens against Seller and (iii) any mortgages or deeds of trust encumbering all material underlying title documentsor any portion of the Assets, together which Seller must cure ("Seller's Encumbrances"), Seller shall have no obligation to cure Purchaser's objections. The termination of this Agreement and the refund of the Deposit shall be Purchaser's sole remedy for Seller's failure to cure an objection other than Seller's Encumbrances and those matters required to be satisfied pursuant to Paragraph E below. Purchaser shall have the right to notify Title Company of any matters materially affecting the titles to the Real Property which have not been disclosed by the Title Reports after reviewing same with Purchaser’s receipt of Seller and permitting Seller the opportunity to inspect cure or dispose of same. In the event such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the surveymatters, in the case opinion of Purchaser adversely affect the Chillicothe Distribution Center) (the “Title Review Period”)title to Property, Purchaser shall have the right to object to the condition of the title as provided herein promptly within three days after Purchaser has actual notice or knowledge thereof. If Seller has not cured any matter set forth in a Title Commitment which is not a Permitted Exceptionof Seller's Encumbrances, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). then Purchaser shall also have has the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between pay off the date of encumbrance and deduct the applicable Title Commitment obtained by Purchaser and amounts paid from the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this AgreementPurchase Price.

Objections to Title. Up until (a) Within five (5) business days prior to the date that is thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams expiration of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Inspection Period”), Purchaser shall have the right to object in writing to the following: (i) any matter title matters that appear on the Title Commitment and any supplemental title reports or updates to the Title Commitment, and (ii) any matters that appear on the survey or any survey update obtained by Purchaser, if any (any objections that Purchaser is permitted to and timely makes in accordance with the foregoing terms of this sentence shall be referred to herein as the “Title Objections”). (b) Seller may elect (but, except as set forth in Section 5.3(d), shall not be obligated) to remove or cause to be removed any Title Objection and Seller shall notify Purchaser in writing within two (2) Business Days after receipt of Purchaser’s notice of Title Objections (but, in any event, prior to the expiration of the Inspection Period) whether Seller elects to remove all or any of such Title Objections. The failure of Seller to respond in writing within such period shall be deemed an election by Seller not to remove such Title Objections. If Seller elects (or is deemed to have elected) not to remove one or more Title Objections, then on or prior to the expiration of the Inspection Period, Purchaser may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be delivered to Purchaser and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which by their terms specifically survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Purchaser to terminate this Agreement in accordance with clause (i) in the immediately preceding sentence shall be deemed an election to proceed in accordance with clause (ii) in the immediately preceding sentence. Any such Title Objection so waived (or deemed waived) by Purchaser shall be deemed to constitute a Title Commitment Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) In addition, after the expiration of the Inspection Period, Purchaser shall have the right to object in writing to any title matter which (i) is not a Permitted Exception, (ii) would adversely affect Purchaser’s title to the Property, and (iii) first appears on any supplemental title reports or updates to the Title Commitment or survey issued after the expiration of the Inspection Period, so long as such title objection is made by giving written notice Purchaser within five (5) Business Days after Purchaser becomes aware of such title matter (but, in any event, prior to the Closing Date) (any such title objection that Purchaser is permitted to and timely makes in accordance with the foregoing terms of this sentence shall be referred to herein as a “Gap Title Objection”). Seller may elect (but, except as set forth in Section 5.3(d), shall not be obligated) to remove or cause to be removed any Gap Title Objection and Seller shall notify Purchaser in writing within five (5) Business Days after receipt of Purchaser’s objection notice of Gap Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to remove all or any of such Gap Title Objections. The failure of Seller to respond in writing within such period shall be deemed an election by Seller not to remove such Gap Title Objections. If Seller elects (or is deemed to have elected) not to remove one or more Gap Title Objections, then, within five (5) Business Days after Seller’s election (or deemed election), but, in any event, prior to the Closing Date, Purchaser may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be delivered to Purchaser and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which by their terms specifically survive the termination of this Agreement, or (ii) waive such Gap Title Objections and proceed to Closing. Failure of Purchaser to respond in writing within such five (5) Business Day period shall be deemed an election by Purchaser to terminate this Agreement in accordance with clause (i) in the basis immediately preceding sentence. Any such Gap Title Objection so waived (in reasonable detailor deemed waived) for Purchaser’s position that such matter is not by Purchaser shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Notwithstanding anything in Article 5 to the contrary, to the extent that any such matter that is Title Objections and Gap Title Objections have not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained been caused by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of SellerPurchaser’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) agents: (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, be obligated to cure or remove at or prior to ClosingClosing each of the following (collectively, the “Obligatory Title Cure Matters”): (x) all liens evidencing monetary encumbrances, whether or not liquidated (including any Title Defects; providedtax liens for taxes that are delinquent or mechanic’s liens) or judgments of a liquidated amount evidencing monetary encumbrances, however, that (y) all mortgage liens encumbering the Property and judgment liens filed against Seller will cause (in each case regardless of amount) and (z) any deed to secure debt, any deed of trust, any mortgage or any monetary other involuntary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to so long as such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth involuntary liens described in Section 6.12 hereof this clause (with respect to the Timberlands)z) do not exceed, in addition to any other applicable rights set forth in this Agreement.the aggregate, One Hundred Thousand and 00/100 Dollars ($100,000.00); and

Objections to Title. Up until (a) Within five (5) business days after the Effective Date, Purchaser will request that Title Company furnish to Purchaser at Purchasers’ expense an ALTA title insurance commitment bearing an effective date subsequent to the date that is thirty (30) days from of this Agreement issued by the receipt Title Company covering the Real Property, binding the Title Company to issue a policy of a Title Commitment and title insurance with standard exceptions, in form approved for use in the State of South Carolina, in favor of Purchaser together with the best available copies of all material underlying title documentsdocuments (collectively, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review PeriodException Documents”) identified in such title insurance commitment as exceptions to title (collectively the “Title Commitment”). No later than four (4) business days prior to the expiration of the Due Diligence Period, Purchaser shall have notify Seller of any matters identified in the right Title Commitment that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). (b) Purchaser will not be required to object to, and Seller will be obligated to any matter set forth pay and discharge at the time of Closing, mortgages, deeds of trust, security agreements, construction or mechanic’s liens, tax liens (other than real estate taxes for the tax year in which Closing occurs) or other liens or charges in a Title Commitment fixed sum or capable of computation as a fixed sum caused, permitted or created by Seller (collectively “Mandatory Cure Items”). (c) In the event that there are obligations which Seller is obligated to pay or discharge pursuant to subsection (b) above, Seller may use all or a portion of any cash it may receive at Closing. (d) Seller shall not a Permitted Exception, by giving written be obligated to incur any expenses to cure Purchaser’s Objections (other than Mandatory Cure Items) unless Seller agrees to cure such Purchaser’s Objection as hereinafter provided. Seller shall notify Purchaser within two (2) business days after receipt of notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Objections whether Seller agrees to cure such Purchaser’s position Objections. If Seller notifies Purchaser in writing within such two (2) business day period that Seller agrees to cure such matter is not a Permitted Exception (any Purchaser’s Objection, Seller shall correct such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller ’s Objections on or before the Closing Date. Purchaser shall not be entitled In the event Seller fails to object to any Liens correct Purchaser’s Objections on or other title exceptions (and before the same shall not constitute Title Defects or any breach of Closing Date after Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost notification to Purchaser or where Seller elects of its intent to pay such cost for Purchaser’s account)do so, (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to said failure shall constitute a material default hereunder and Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to terminate this Agreement and shall be entitled to a full refund of the Deposit and shall be entitled to Purchaser’s other remedies for a Seller breach. If Seller does not notify Purchaser within such two (2) business day period of Seller’s agreement to cure or remove at or such Purchaser’s Objections, Seller shall be deemed to have elected not to cure such Purchaser’s Objections (except for the Mandatory Cure Items). Purchaser shall provide notice to Seller prior to Closingexpiration of the Due Diligence Period that it is willing to waive such Purchaser’s Objections without any abatement in the Purchase Price or desires to terminate the Agreement and receive a prompt refund of any Deposit, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In and in the event that Purchaser opts to terminate this Agreement, the parties hereto shall be released from all further obligations hereunder except those which expressly survive a Title Defect exists and termination of this Agreement. Purchaser gives a timely shall provide any notice of objection waiver or termination within the Purchaser’s study period otherwise the right to such Title Defect and terminate is waived. (e) Seller fails shall not, after the date of this Agreement, subject the Land to cure or remove such exception at permit or prior suffer to Closingexist any liens, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect encumbrances, covenants, conditions restrictions, easements or other title matters as to the TimberlandsLand (collectively, “New Title Encumbrances”), other than those that may be required in addition the ordinary course of business, without Purchaser’s prior written consent which consent shall not be unreasonably withheld or delayed. (f) All title matters revealed by the Title Commitment and not objected to any other applicable rights set forth in this Agreementby Purchaser as provided above shall be deemed Permitted Title Exceptions.

Objections to Title. Up until For purposes of this Agreement, the date term "Permitted Exceptions" means those exceptions set forth in the Title Report which are not objected to by Purchaser pursuant to this Paragraph 8. In the event the Title Report contains any exceptions to title, Purchaser shall have five (5) days from and after its receipt of the Title Report to approve or object to the condition of title disclosed in the Title Report. Purchaser's approval of any such exceptions to title which are not Permitted Exceptions shall be a condition precedent to Purchaser's obligation to close the transaction contemplated by this Agreement, which condition Purchaser reserves the right to waive. If objection to the title is made, that title is thirty not in the condition required for performance hereunder for reason other than any lien, judgment, debt, security interest or other lien, financial encumbrance or obligation in a liquidated amount, Purchaser shall give Seller five (305) days from the receipt date it is notified in writing of the particular defects claimed, either, as Seller shall elect, (i) to remedy the title, or (ii) to obtain title insurance as required above, or (iii) to decline to remedy the title or obtain title insurance as required above, or, if Purchaser has not elected to waive such defect, the Deposit, plus accrued interest, shall be refunded forthwith in full termination of this Agreement. Provided all other conditions 25285.003 precedent set forth in Paragraph 9 of this Agreement have been met to Purchaser's satisfaction or have been waived by Purchaser, if Seller remedies the title or obtains a Title Commitment Report acceptable to Purchaser within the time specified, Purchaser agrees to complete the sale, and copies if Seller is unable to remedy the title or obtain title insurance within the time specified, the Deposit, plus accrued interest, shall be refunded forthwith in full termination of all material underlying this Agreement. Purchaser shall have the right to notify Title Company of any matters materially affecting the title documents, together to the Property which have not been disclosed by the Title Report after reviewing same with Purchaser’s receipt of Seller and permitting Seller the opportunity to inspect cure or dispose of same. In the event such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the surveymatters, in the case opinion of Purchaser, adversely affect the Chillicothe Distribution Center) (title to the “Title Review Period”)Property, Purchaser shall have the right to object to the condition of the title as provided herein. Further, if the state and quality of the title to the Property on the Closing Date are not acceptable to Purchaser for reason of any matter set forth lien, judgment, debt, security interest or other lien, financial encumbrance or obligation in a Title Commitment which is not a Permitted Exceptionliquidated amount, by giving written after notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object defect has been timely given as to any title exceptions created items objected to on the Title Report initially delivered or suffered as revised or updated at Closing and Seller has had the opportunity to cure same, the transaction contemplated hereunder may be consummated by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost Seller making payment in full or other complete satisfaction of any aforesaid obligation and providing evidence to Purchaser of such payment or where Seller elects satisfaction in form and substance satisfactory to pay such cost for Purchaser’s account)Purchaser at Closing, or (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer 's application of a cash portion of the Property. Seller shall have the rightPurchase Price necessary, but not the obligationas determined by Purchaser in its reasonable discretion, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed discharge this obligation of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this AgreementSeller.

Objections to Title. Up until Buyer shall have the date that is entire Term to examine title to the Property. Following delivery of the Exercise Notice hereunder, Buyer may furnish to Seller a statement of objections to Seller’s title to the Property, which objections, should they exist at the time of Closing, would make Seller unable to convey at Closing title to the Property provided for in Paragraph 7 hereof. Seller shall, after receipt by Seller of such written statement of objections, have thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and until the date of Closing, whichever is later, in which is to cure all such objections at Seller’s expense. If Seller does not a Permitted Exceptioncause such objections to be cured within such time period, by written notice then at Buyer’s option, Buyer may (i) waive such objections and proceed with Closing, or (ii) revoke the Exercise Notice, the Option Payment shall be returned to Buyer, this Option and Agreement shall terminate, and neither Buyer nor Seller on shall have any further rights or obligations hereunder. Notwithstanding the foregoing, Seller shall be obligated and solely responsible for the payment or other satisfaction and discharge of record at or before the Closing Dateof all liens and encumbrances against the Property, which can be removed by the payment of a fixed sum of money. Purchaser If Buyer does not timely provide the aforesaid statement of objections, Buyer shall not be entitled deemed to have waived its right to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach status of Seller’s representations hereunder, but shall instead be deemed title to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the rightshall, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed pay all taxes and assessments which constitute a lien against the Property (other than those not then due and payable) and pay all indebtedness secured by the Property and obtain cancellations of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before all loan instruments affecting the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this AgreementProperty.

Objections to Title. Up until the date that is thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documentsVendee’s Lien, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) Remedies for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted ExceptionDefault, a “Title Defect”)Procedure on Termination of Contract by Purchaser §13.01. Purchaser shall also have the right to object to any promptly order an examination of title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date and shall cause a copy of the applicable Title Commitment obtained by Purchaser title report to be forwarded to Seller’s attorney upon receipt. Seller shall be entitled to a reasonable adjournment or adjournments of the Closing for up to forty five (45) days in the aggregate, to remove any defects in or objections to title (other than Permitted Exceptions) noted in such title report and the date of Closing, any other defects or objections (other than Permitted Exceptions) which is not a Permitted Exception, by written notice to Seller may be disclosed on or before prior to the Closing Date. The fact that the Seller does not have a certificate of occupancy or completion for the Building will not constitute an objection to title. §13.02. If Seller shall be unable to convey title to the Premises at the Closing in accordance with the provisions of this Contract, Purchaser, nevertheless, may elect to accept such title as Seller may be able to convey without any credit against the monies payable at the Closing or liability on the part of Seller. If Purchaser shall not so elect, Seller may, at Seller's option, terminate this Contract, which termination shall be entitled subject to object the provisions of §13.06. Seller shall not be required to bring any Liens action or proceeding or to incur any expense in excess of the Maximum Expense specified in Schedule D to cure any title defect or to enable Seller otherwise to comply with the provisions of this Contract. §13.03. Any unpaid taxes, assessments, water charges and sewer rents, together with the interest and penalties thereon to a date not less than two days following the Closing Date, and any other liens and encumbrances which Seller is obligated to pay and discharge or which are against corporations, estates or other persons in the chain of title, together with the cost of recording or filing any instruments necessary to discharge such liens and encumbrances of record, may be paid out of the proceeds of the monies payable at the Closing if Seller delivers to Purchaser on the Closing Date official bills for such taxes, assessments, water charges, sewer rents, interest and penalties and instruments in recordable form sufficient to discharge any other liens and encumbrances of record. Upon request made a reasonable time before the Closing, Purchaser shall provide at the Closing separate checks for the foregoing payable to the order of the holder of any such lien, charge or encumbrance and otherwise complying with §2.02. If Purchaser’s title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company insurance company is willing to insure (without additional cost to Purchaser that such charges, liens and encumbrances will not be collected out of or where Seller elects to pay such cost for enforced against the Premises, then, unless Purchaser’s account)institutional lender reasonably refuses to accept such insurance in lieu of actual payment and, (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account)discharge, or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligationin lieu of payment and discharge, to cure deposit with the title insurance company such funds or remove at assurances or prior to Closingpay such special or additional premiums as the title insurance company may require in order to so insure. In such case the charges, liens and encumbrances with respect to which the title insurance company has agreed so to insure shall not be considered objections to title. §13.04. If Purchaser fails or refuses to close title as and when required by this Contract, the Downpayment will be delivered to Seller as liquidated damages for such failure or refusal of the Purchaser to consummate this transaction or for any Title Defectsnon-compliance, non-performance, breach or default by the Purchaser, including, without limitation, for Seller's loss of its bargain as embodied hereinafter. Upon such default, the Downpayment will become the exclusive property of, and be permanently retained by Seller, it being agreed that (i) while substantial, the exact amount of damages to be sustained by Seller in the event of a default by Purchaser may be difficult to ascertain with mathematical precision; provided, however, and (ii) that the Downpayment represents a reasonable measure of liquidated damages. Seller will cause retain such amounts as liquidated damages and no further rights or causes of action will remain against Purchaser under this Contract, nor will Purchaser have any deed further rights under this Contract or otherwise, with respect to secure debt, any deed Seller. The parties acknowledge and agree that the provisions of trust, any mortgage or any monetary lien encumbering any Titled Property this Section represent an agreed-upon measure of damages and are not to be satisfied deemed a forfeiture or otherwise released on or before penalty. As material consideration to each party’s agreement to the Closing. In the event that a Title Defect exists liquidated damages provisions stated above, Seller and Purchaser gives a timely each agree to waive any and all rights to contest the validity of the foregoing liquidated damages provisions, including, contesting that such provision was unreasonable under the circumstances existing at the time of execution of this Contract. §13.05. If Seller defaults in the performance of its obligations under this Contract, Purchaser, as its sole remedy, will be entitled to either (a) terminate this Contract in its entirety by delivery of notice of objection termination to Seller, whereupon the Downpayment will be returned to Purchaser by Seller, together with Purchaser’s reasonable out-of-pocket expenses incurred in connection with this transaction up to a maximum aggregate amount of One Hundred Thousand and 00/100 ($100,000.00) Dollars, or (b) sxx for specific performance, provided that Purchaser commences an action for specific performance within ninety (90) days of the Closing Date (and if not, the right to bring such Title Defect an action will be deemed to have been irrevocably waived by Purchaser). Purchaser agrees that Purchaser will not (and hereby waives any right to) file or assert any notice of pendency against the Property unless Purchaser has commenced, or is concurrently commencing, an action for specific performance. Notwithstanding the foregoing, if Seller’s actions render specific performance unavailable (such as Seller fails having conveyed the Premises to cure a third party), Purchaser may pursue an action against Seller for all remedies available at law and in equity, excluding consequential or remove such exception at or prior to Closing, punitive damages. The provisions of this Section shall survive the termination of this Contract. §13.06. If (a) Purchaser shall have grounds under this Contract for refusing to consummate the rights set forth in Section 6.12 hereof purchase provided for herein, or (with respect b) Purchaser or Seller terminates this Contract pursuant to a provision that refers to this Section, the Timberlands)sole liability of Seller shall be to refund the Downpayment to Purchaser. Upon the giving of the termination notice and Seller’s refund of the Downpayment, in addition to this Contract shall be null and void and the parties hereto shall be relieved of all further obligations and liability other than any other applicable rights set forth in this Agreementarising under §14.

Objections to Title. Up until (a) As soon as reasonably possible after the date that is thirty hereof, but in no event later than twenty (3020) days from prior to the receipt expiration of the Due Diligence Period, Purchaser shall cause the Title Company to furnish to Purchaser at Purchaser’s expense a title insurance commitment (including any necessary abstracts or title opinions) bearing an effective date subsequent to the date of this Agreement issued by the Title Commitment and Company covering the Real Property, binding the Title Company to issue a policy of title insurance with standard exceptions, in form approved for use in the State of North Carolina, in favor of Purchaser together with the best available copies of all material underlying title documentsdocuments (collectively, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review PeriodException Documents”) identified in such title insurance commitment as exceptions to title (collectively the “Title Commitment”). No later than five days after receipt of Title Commitment, Purchaser shall have notify Seller of any matters identified in the right Title Commitment that Purchaser is unwilling to object accept (collectively, “Purchaser’s Objections”). (b) If any of the Purchaser’s Objections consist of security agreements, construction or mechanic’s liens, tax liens (other than real estate taxes) or other liens or charges in a fixed sum or capable of computation as a fixed sum caused or created by Seller (collectively “Mandatory Cure Items”) then, to that extent notwithstanding anything herein to the contrary, Seller, at the time of Closing, shall be obligated to pay and discharge any matter such Mandatory Cure Items. (c) In the event that there are obligations which Seller is obligated to pay or discharge pursuant to subsection (b) above, Seller may use all or a portion of any cash it may receive at Closing for such purpose. (d) Subject to the Mandatory Cure Items set forth in a Title Commitment which is 2.5(b) herein, Seller shall not a Permitted Exception, by giving written be obligated to incur any expenses to cure Purchaser’s Objections unless Seller agrees to cure such Purchaser’s Objection as hereinafter provided. Seller shall notify Purchaser within five (5) days after receipt of notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Objections whether Seller agrees to cure such Purchaser’s position Objections. If Seller notifies Purchaser in writing within such five (5) day period that Seller agrees to cure such matter is not a Permitted Exception (any Purchaser’s Objection, Seller shall correct such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller ’s Objections on or before the Closing Date. Purchaser shall not be entitled In the event Seller fails to object to any Liens correct Purchaser’s Objections on or other title exceptions (and before the same shall not constitute Title Defects or any breach of Closing Date after Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost notification to Purchaser of its intent to do so or where Seller elects fails to pay such cost for Purchaser’s account)cure Mandatory Cure Items on or before the Closing Date, (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to said failure shall constitute a material default hereunder and Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to terminate this Agreement and shall be entitled to a full refund of the Xxxxxxx Money deposit. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement to cure or remove at or such Purchaser’s Objections, Seller shall be deemed to have elected not to cure such Purchaser’s Objections (except for the Mandatory Cure Items). Purchaser shall provide notice to Seller prior to Closingexpiration of the Due Diligence Period that it is willing to waive such Purchaser’s Objections without any abatement in the Purchase Price or desire to terminate the Agreement and receive a prompt refund of any Xxxxxxx Money previously paid to Seller or to Escrow Agent, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In and in the event that Purchaser opts to terminate this Agreement, the parties hereto shall be released from all further obligations hereunder except those which expressly survive a Title Defect exists and termination of this Agreement. Purchaser gives a timely shall provide any notice of objection waiver or termination within the Buyer’s study period otherwise the right to such Title Defect and terminate is waived. (e) Seller fails shall not, after the date of this Agreement, subject the Land to cure or remove such exception at permit or prior suffer to Closingexist any liens, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect encumbrances, covenants, conditions restrictions, easements or other title matters as to the TimberlandsLand (collectively, “New Title Encumbrances”), other than those that may be required in addition the ordinary course of business, without Purchaser’s prior written consent which consent shall not be unreasonably withheld or delayed. (f) All title matters revealed by the Title Commitment and not objected to any other applicable rights set forth in this Agreement.by Purchaser as provided above shall be deemed Permitted Title Exceptions

Objections to Title. Up until (a) Purchaser shall, within ten (10) days after the date that is thirty hereof, order a commitment for title insurance with respect to the Real Property (30) days from the receipt of a "Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams ----- Commitment"). No later than the end of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Inspection Period”), Purchaser shall have the right to object ---------- notify Seller as to any matter set forth defect in a marketability of title which appears in the Title Commitment (or any update thereof) received by Purchaser and which is not a Permitted ExceptionEncumbrance (collectively, by giving written notice the "Title Objections"). The failure of ---------------- Purchaser to notify Seller of any Title Objections prior to the expiration of the Inspection Period shall be deemed approval by Purchaser of all matters set forth in the Title Commitment. Likewise, to the extent Purchaser does properly notify Seller of any Title Objections, all matters set forth in the Title Commitment that are not included as Title Objections shall be deemed approved by Purchaser’s objection and . (b) If, after the basis expiration of the Inspection Period but prior to the Closing Date, additional title exceptions arise which were not set forth in the Title Commitment, Purchaser shall notify Seller, within five (in reasonable detail5) for Purchaser’s position days after its notification thereof or by the Closing Date (whichever is sooner), of any objections that Purchaser may have to such matter is not a Permitted Exception additional exceptions (the "New Title --------- Objections"). The failure of Purchaser to so notify Seller of any such matter that is not a Permitted ExceptionNew ---------- Title Objections shall be deemed approval by Purchaser of all matters set forth on the Title Commitment other than the Title Objections. All of the matters set forth in the Title Commitment approved, a “Title Defect”). waived by Purchaser or deemed approved by Purchaser shall also have the right to object to any title exceptions created or suffered by be included as "Permitted Encumbrances" for all purposes ---------------------- under this Agreement. (c) Seller (or its Subsidiaries)shall, or first made known to Purchaserat Seller's sole cost and expense, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to cure or remove at or prior to the Closing, cause the removal of any liens securing the payment of money resulting from the actions or inactions of Seller (except that any liens for non delinquent taxes or non delinquent assessments may remain of record, provided that Seller pay to Purchaser at the Closing, Seller's pro rata share of any such taxes and assessments). Subject to the provisions of Section 7.4, Seller shall ----------- use commercially reasonable efforts to cause the removal of any other Title Objections or New Title Objections. Seller shall be entitled to a reasonable adjournment of the Closing Date, but not more than thirty (30) days, in order to cure any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage Objections or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before New Title Objections. (d) At the Closing. In the event that a Title Defect exists and , Seller shall cooperate with any reasonable requests by Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect deliver to the Timberlands)Title Company a customary seller's affidavit regarding leases, mechanics liens, and other matters of title affecting the Real Property in addition order for the Title Company to any other applicable rights set forth in this Agreementissue its title policy.

Objections to Title. Up until Failure of Seller or Purchaser To Perform and Vendee's Lien 9.01 Purchaser shall promptly order an examination of title and shall cause a copy of the date that title report to be forwarded to Seller's attorney upon receipt. Seller shall be entitled to a reasonable adjournment or adjournments of the Closing for up to 60 days in order to remove any title exceptions Seller is thirty (30) days from obligated to remove pursuant to this contract. 9.02 If Seller shall be unable to convey title to the receipt Premises at the Closing in accordance with the provisions of this contract or if Purchaser shall have any other grounds under this contract for refusing to consummate the purchase provided for herein, Purchaser, nevertheless, may elect to accept such title as Seller may be able to convey with a credit against the monies payable at the Closing equal to the reasonably estimated cost to cure the same, but without any other credit or liability on the part of Seller. If Purchaser shall not so elect, Purchaser may terminate this contract and the sole liability of Seller shall be to refund the Down Payment to Purchaser and to reimburse Purchaser for the net cost of title examination, but not to exceed the net amount charged by Purchaser's title company therefor without issuance of a Title Commitment policy, and copies the net cost of updating the existing survey of the Premises or the net cost of a new survey of the Premises if there was no existing survey, and Purchaser 's actual expenditures incurred in satisfying the Environmental contingency set forth in Section 17 hereof, not to exceed $2,500.00. Upon such refund and reimbursement, this contract shall be null and void and the parties hereto shall be relieved of all material underlying further obligations and liability other than any arising under Section 17. Seller shall not be required to bring any action or proceeding or to incur any expense to cure any title documentsdefect or to enable Seller otherwise to comply with the provisions of this contract, except if curable by payment of money alone up to $10,000.00. Notwithstanding the foregoing, Seller agrees to satisfy any voluntary lien affecting the Premises without monetary limit. 9.03 Any unpaid taxes, assessments, water charges and sewer rents, together with Purchaser’s receipt the interest and penalties thereon to a date not less than two days following the Closing Date, and any other liens and encumbrances which Seller is obligated to pay and discharge or which are against corporations, estates or other persons in the chain of title, together with the cost of recording or filing any instruments necessary to discharge such liens and opportunity to inspect such mapsencumbrances of record, surveys and diagrams may be paid out of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case proceeds of the Chillicothe Distribution Center) (monies payable at the “Title Review Period”)Closing upon timely written notice if Seller delivers to Purchaser on the Closing Date official bills for such taxes, Purchaser assessments, water charges, sewer rents, interest and penalties and instruments in recordable form sufficient to discharge any other liens and encumbrances of record . If Purchaser's title insurance company is willing to omit said exceptions, then, unless Purchaser's Institutional Lender reasonably refuses to accept such insurance in lieu of actual payment and discharge, Seller shall have the right in lieu of payment and discharge to object deposit with the title insurance company such funds or assurances or to any matter set forth pay such special or additional premiums as the title insurance company may require in a Title Commitment order to so insure. In such case the charges, liens and encumbrances with respect to which is not a Permitted Exception, by giving written notice the title insurance company has agreed to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser insure shall not be entitled considered objections to object title. 9.04 If Purchaser shall default in the performance of Purchaser 's obligations under this contract to any Liens purchase the Premises, the sole remedy of Seller under this contract either at law or other title exceptions (in equity shall be to retain the Down Payment as liquidated damages for all loss, damage and expense suffered by Seller, including without limitation the same shall not constitute Title Defects or any breach loss of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, its bargain. 9.05 Purchaser shall have a vendee's lien against the rights set forth in Section 6.12 hereof (with respect to Premises for the Timberlands)amount of the Down Payment, in addition to any other applicable rights set forth in but such lien shall not continue after default of Purchaser under this Agreementcontract.

Objections to Title. Up until If, as to the Property and any easements to be conveyed, any Commitment or Survey (or any subsequent commitment or survey) requested or received by Buyer after the date of this Contract shall reflect that Seller’s title is subject to matters or conditions that exist on the Property, and such matters are not acceptable to Buyer in Buyer’s sole discretion, and Buyer shall notify Seller of Buyer’s objections to the same in writing within thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with PurchaserBuyer’s receipt of the Commitment (or subsequent commitment or survey) and opportunity the Exception Documents for same (hereinafter said time period is referred to inspect such mapsas the "Review Period"), surveys and diagrams time being of the Titled Properties essence, the same shall be treated as are defect(s) in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving title. Unless Buyer delivers written notice to Seller of PurchaserBuyer’s objection objections to title and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exceptionsurvey matters within said Review Period, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date time being of the applicable Title Commitment obtained by Purchaser and essence, it shall be conclusively deemed that Buyer has accepted title to the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the PropertyProperty in its then existing condition. Seller shall have the right, but ten (10) days from and after receipt of Buyer’s objections to notify Buyer whether or not the obligation, Seller intends to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closingmatters timely raised as objections. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails notifies Buyer that it elects not to cure or remove such exception at or prior to Closingany matters timely raised by Buyer as objections, Purchaser then Buyer shall have the rights set forth option of either: (i) closing on the Property in Section 6.12 accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller within fifteen (15) days from and after the date on which Buyer receives Seller’s notice regarding actions that Seller will and/or will not take with respect to curing Buyer’s objections, the Timberlands)Contract may be terminated by Buyer, and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever, and Seller shall reimburse Buyer for all amounts paid by Buyer to Xxxxxx pursuant to the Xxxxxx Termination Agreement or otherwise in addition connection with the Xxxxxx Mining Lease. In the event that Seller fails, within the aforesaid ten (10) day period, to notify Buyer as to whether or not it will cure matters timely raised by Buyer as objections, then Seller shall be deemed to have elected to cure all matters objected to by Buyer. If Seller elects in writing to cure the same or is deemed to have elected to cure same, Seller shall have sixty (60) days from and after receipt of Buyer’s objections to cure any other applicable matters objected to and Seller agrees that Seller shall use due diligence in curing any such matters. For purposes of this Contract, a matter objected to shall be deemed cured if the Title Company is induced to remove the matter objected to from the Title Commitment such that it no longer appears as an exception thereon. If the Seller does not cure the matters objected to within said sixty (60) day period, Buyer shall have the option of either: (i) closing on the Property in accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller, the Contract may be terminated and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever and (a) Seller shall reimburse Buyer for all amounts paid by Buyer to Xxxxxx pursuant to the Xxxxxx Termination Agreement or otherwise in connection with the Xxxxxx Mining Lease, and (b) Seller shall be in default hereunder due to its failure to cure items which Seller elected to cure, or was deemed to have elected to cure, and Buyer shall have Buyer's rights set forth and remedies under Article IX hereof. If Buyer shall fail to terminate the transaction then contemplated by this Contract by giving notice of the same to Seller within fifteen (15) days from and after the expiration of said sixty (60) day period, time being of the essence, then it shall be deemed that Buyer has accepted title in this Agreementits then existing condition and Buyer shall proceed to close such transaction in accordance with the terms and conditions hereof.

Objections to Title. Up until the date that is thirty (30a) On or before fourteen (14) days from the receipt Opening of Escrow, Seller shall cause Escrow Agent to deliver to Purchaser a title insurance commitment as of a Title Commitment and recent date for the Property together with copies of all material the underlying title documentsexception documents referenced therein (collectively the “Title Commitment”). On or before January 22, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) 2021 (the “Title Review Objection Period”), Purchaser shall deliver to Seller a written statement of objections (“Purchaser’s Objections”), if any, to Seller’s title to the Property, and Seller shall have until fifteen (15) days after the receipt of such notice (“Seller Title Response Period”) to give Purchaser written notice of those items of Purchaser’s Objections which Seller elects to cure or remove the same; provided however, Seller shall have no obligation to give such written notice or cure any of Purchaser’s Objections (except for Monetary Encumbrances as provided in Section 8(c) hereof and encumbrances resulting in a breach under Section 12(c) or 12(d) hereof). In the event that Seller gives notice to Purchaser that it elects not to cure any of Purchaser’s Objections, or fails to respond to all of Purchaser’s Objections within said fifteen (15) day Seller Title Response Period, Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller terminate this Agreement on or before the Closing Datedate that is five (5) days following the expiration of the Seller Title Response Period. In the event that Purchaser fails to terminate this Agreement on or before the date that is five (5) days following the expiration of the Seller Title Response Period, Purchaser shall not be entitled deemed to object have waived any right to terminate based upon Purchaser’s Objections and Seller shall have no further obligations related thereto; provided however, Seller shall remain obligated to cure any Liens or other title exceptions (Monetary Encumbrances at Closing as provided in Section 8(c) hereof and the same Seller shall not constitute Title Defects or remain liable with respect to any breach of Seller’s representations hereunder, but shall instead be deemed Section 12(c) or 12(d) hereof. If Seller fails to be Permitted Exceptions) cure (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for all Purchaser’s account), (ii) against Objections for which the Title Company is willing to provide affirmative insurance (without additional cost to Seller gave Purchaser or where Seller elects to pay such cost for Purchaserwritten notice of Seller’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, election to cure or remove as provided above on or before five (5) business days prior to Closing, or (ii) any and all Monetary Encumbrances at or prior to Closing, any Title Defects; providedthen, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closingin either case, Purchaser shall have the rights right, (A) to maintain this Agreement in full force and to receive a credit at Closing in the amount necessary, in Purchaser’s reasonable determination, for Purchaser to cure such Purchaser’s Objections and Monetary Encumbrances, or (B) to terminate this Agreement, whereupon the Xxxxxxx Money shall be immediately returned to Purchaser, and Seller shall, immediately upon demand by Purchaser, reimburse Purchaser for the costs and expenses incurred by Purchaser in connection with the transactions contemplated hereby in an amount not to exceed One Hundred Thousand Dollars ($100,000.00), and thereafter no party shall have any rights, claims, obligations or liabilities hereunder, except for those that are expressly provided herein to survive a termination of this Agreement. (b) Notwithstanding the foregoing, Purchaser may examine or re-examine title to the Property up to and including the date of Closing and give Seller written notice of objections to any additional encumbrances (i) which newly appear of record subsequent to the effective date of the Title Commitment, or (ii) which are not filed of record and properly indexed prior to the effective date of such Title Commitment (any such objection a “New Objection”) and Seller shall have until Closing to cure any New Objection. Except for any Monetary Encumbrances, in the event that Seller fails or refuses to provide evidence reasonably acceptable to Purchaser that all such New Objections shall be removed at Closing in a manner which will permit Purchaser to obtain at Closing title insurance without exception therefor, then Purchaser shall have the right, (A) to maintain this Agreement in full force and to receive a credit at Closing in the amount necessary, in Purchaser’s reasonable determination, for Purchaser to cure such New Objections and Monetary Encumbrances, or (B) to terminate this Agreement, whereupon the Xxxxxxx Money shall be immediately returned to Purchaser, and Seller shall, immediately upon demand by Purchaser, reimburse Purchaser for the costs and expenses incurred by Purchaser in connection with the transactions contemplated hereby in an amount not to exceed One Hundred Thousand Dollars ($100,000.00), and thereafter no party shall have any rights, claims, obligations or liabilities hereunder, except for those that are expressly provided herein to survive a termination of this Agreement. Any exceptions to title to which Purchaser does not object under Section 8(a) hereof or as to any New Objection on or before Closing (other than any Monetary Encumbrance and any encumbrance created by Seller after the date hereof), any matter objected to but not cured by Seller and which Purchaser elects to accept shall be deemed to be “Permitted Exceptions”. The provisions of this Section 8 shall not be construed to limit or expand any remedy of Purchaser for breach by Seller of the covenants set forth in Section 6.12 hereof 13(b) and Section 14 hereof. (with respect c) It shall be a condition to Purchaser’s obligation to close this transaction that the Escrow Agent shall have issued the Title Policy to Purchaser (or be unconditionally committed to issue the Title Policy to Purchaser upon receipt of the title insurance premium therefor). “Title Policy” means an extended coverage American Land Title Association (ALTA) Form Owner’s Policy of Title Insurance insuring Purchaser’s fee simple title to the TimberlandsProperty, in the full amount of the Purchase Price with the standard exceptions deleted, subject only to Permitted Exceptions. Notwithstanding anything contained herein to the contrary, (i) Seller covenants and agrees to deliver title to the Property at Closing free and clear of, and agrees to discharge, any and all mortgages or other monetary liens, judgments or mechanics liens (as used herein “mortgage” includes any mortgage, deed of trust, deed to secure debt and similar security instrument securing an indebtedness of Seller and encumbering the Land or any portion thereof), regardless of whether Purchaser objects to same (collectively, a “Monetary Encumbrance”), and (ii) any Monetary Encumbrance, any tenants or other parties in addition to possession of all or any portion of the Property, and any other applicable rights set forth standard/general title exceptions that can be deleted from the Title Policy by delivery of the Owner’s Affidavit at Closing shall be automatically deemed matters to which objection is made by Purchaser, regardless of whether Purchaser gives written notice of objection thereto to Seller, and Purchaser under no circumstances shall be deemed to have waived any such matters, nor shall same be considered Permitted Exceptions hereunder, unless such waiver shall be an express waiver in this Agreementwriting executed by Purchaser.

Objections to Title. Up until If, as to the Property and any easements to be conveyed, any Commitment or Survey (or any subsequent commitment or survey) requested or received by Buyer after the date of this Contract shall reflect that Seller’s title is subject to matters or conditions that exist on the Property, and such matters are not acceptable to Buyer in Buyer’s sole discretion, and Buyer shall notify Seller of Buyer’s objections to the same in writing within thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with PurchaserBuyer’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s Commitment (or its Subsidiaries’subsequent commitment or survey) possession and the applicable Express Maps Exception Documents for same (or the survey, in the case of the Chillicothe Distribution Center) (hereinafter said time period is referred to as the “Title Review Period”), Purchaser time being of the essence, the same shall have the right to object to any matter set forth be treated as defect(s) in a Title Commitment which is not a Permitted Exception, by giving title. Unless Buyer delivers written notice to Seller of PurchaserBuyer’s objection objections to title and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exceptionsurvey matters within said Review Period, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date time being of the applicable Title Commitment obtained by Purchaser and essence, it shall be conclusively deemed that Buyer has accepted title to the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the PropertyProperty in its then existing condition. Seller shall have the right, but ten (10) days from and after receipt of Buyer’s objections to notify Buyer whether or not the obligation, Seller intends to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closingmatters timely raised as objections. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails notifies Buyer that it elects not to cure or remove such exception at or prior to Closingany matters timely raised by Buyer as objections, Purchaser then Buyer shall have the rights set forth option of either: (i) closing on the Property in Section 6.12 accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller within fifteen (15) days from and after the date on which Buyer receives Seller’s notice regarding actions that Seller will and/or will not take with respect to curing Buyer’s objections, the Timberlands)Contract may be terminated by Buyer, and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever, and Seller shall reimburse Buyer for all amounts paid by Buyer to Xxxxxx pursuant to the Xxxxxx Termination Agreement or otherwise in addition connection with the Xxxxxx Mining Lease. In the event that Seller fails, within the aforesaid ten (10) day period, to notify Buyer as to whether or not it will cure matters timely raised by Buyer as objections, then Seller shall be deemed to have elected to cure all matters objected to by Buyer. If Seller elects in writing to cure the same or is deemed to have elected to cure same, Seller shall have sixty (60) days from and after receipt of Buyer’s objections to cure any other applicable matters objected to and Seller agrees that Seller shall use due diligence in curing any such matters. For purposes of this Contract, a matter objected to shall be deemed cured if the Title Company is induced to remove the matter objected to from the Title Commitment such that it no longer appears as an exception thereon. If the Seller does not cure the matters objected to within said sixty (60) day period, Buyer shall have the option of either: (i) closing on the Property in accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller, the Contract may be terminated and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever and (a) Seller shall reimburse Buyer for all amounts paid by Buyer to Xxxxxx pursuant to the Xxxxxx Termination Agreement or otherwise in connection with the Xxxxxx Mining Lease, and (b) Seller shall be in default hereunder due to its failure to cure items which Seller elected to cure, or was deemed to have elected to cure, and Buyer shall have Buyer's rights set forth and remedies under Article IX hereof. If Buyer shall fail to terminate the transaction then contemplated by this Contract by giving notice of the same to Seller within fifteen (15) days from and after the expiration of said sixty (60) day period, time being of the essence, then it shall be deemed that Buyer has accepted title in this Agreementits then existing condition and Buyer shall proceed to close such transaction in accordance with the terms and conditions hereof.

Objections to Title. Up until (a) Within five (5) days after the Effective Date, Purchaser will request that Title Company furnish to Purchaser at Purchasers’ expense an ALTA title insurance commitment bearing an effective date subsequent to the date that is thirty (30) days from of this Agreement issued by the receipt Title Company covering the Real Property, binding the Title Company to issue a policy of a Title Commitment and title insurance with standard exceptions, in form approved for use in the State of North Carolina, in favor of Purchaser together with the best available copies of all material underlying title documentsdocuments (collectively, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review PeriodException Documents”) identified in such title insurance commitment as exceptions to title (collectively the “Title Commitment”). No later than four (4) business days prior to the expiration of the Due Diligence Period, Purchaser shall have notify Seller of any matters identified in the right Title Commitment that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). (b) Purchaser will not be required to object to, and Seller will be obligated to any matter set forth pay and discharge at the time of Closing, mortgages, deeds of trust, security agreements, construction or mechanic’s liens, tax liens (other than real estate taxes for the tax year in which Closing occurs) or other liens or charges in a Title Commitment fixed sum or capable of computation as a fixed sum caused, permitted or created by Seller (collectively “Mandatory Cure Items”). (c) In the event that there are obligations which Seller is obligated to pay or discharge pursuant to subsection (b) above, Seller may use all or a portion of any cash it may receive at Closing. (d) Seller shall not a Permitted Exception, by giving written be obligated to incur any expenses to cure Purchaser’s Objections (other than Mandatory Cure Items) unless Seller agrees to cure such Purchaser’s Objection as hereinafter provided. Seller shall notify Purchaser within two (2) business days after receipt of notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Objections whether Seller agrees to cure such Purchaser’s position Objections. If Seller notifies Purchaser in writing within such two (2) business day period that Seller agrees to cure such matter is not a Permitted Exception (any Purchaser’s Objection, Seller shall correct such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller ’s Objections on or before the Closing Date. Purchaser shall not be entitled In the event Seller fails to object to any Liens correct Purchaser’s Objections on or other title exceptions (and before the same shall not constitute Title Defects or any breach of Closing Date after Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost notification to Purchaser or where Seller elects of its intent to pay such cost for Purchaser’s account)do so, (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to said failure shall constitute a material default hereunder and Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to terminate this Agreement and shall be entitled to a full refund of the Deposit and shall be entitled to Purchaser’s other remedies for a Seller breach. If Seller does not notify Purchaser within such two (2) business day period of Seller’s agreement to cure or remove at or such Purchaser’s Objections, Seller shall be deemed to have elected not to cure such Purchaser’s Objections (except for the Mandatory Cure Items). Purchaser shall provide notice to Seller prior to Closingexpiration of the Due Diligence Period that it is willing to waive such Purchaser’s Objections without any abatement in the Purchase Price or desires to terminate the Agreement and receive a prompt refund of any Deposit, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In and in the event that Purchaser opts to terminate this Agreement, the parties hereto shall be released from all further obligations hereunder except those which expressly survive a Title Defect exists and termination of this Agreement. Purchaser gives a timely shall provide any notice of objection waiver or termination within the Purchaser’s study period otherwise the right to such Title Defect and terminate is waived. (e) Seller fails shall not, after the date of this Agreement, subject the Land to cure or remove such exception at permit or prior suffer to Closingexist any liens, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect encumbrances, covenants, conditions restrictions, easements or other title matters as to the TimberlandsLand (collectively, “New Title Encumbrances”), other than those that may be required in addition the ordinary course of business, without Purchaser’s prior written consent which consent shall not be unreasonably withheld or delayed. (f) All title matters revealed by the Title Commitment and not objected to any other applicable rights set forth in this Agreement.by Purchaser as provided above shall be deemed Permitted Title Exceptions

Objections to Title. Up until Seller shall provide Buyer with a preliminary report ("Report") of title on the date that is thirty (30) days from the receipt of a Title Commitment Property issued by Xxxxxx Holder and legible copies of all material underlying title documentsrecorded documents referenced in the Report, together with Purchaser’s receipt promptly after execution of and opportunity this Agreement. Buyer shall have until the Due Diligence Date in which to inspect such maps, surveys title and diagrams of obtain agreement with Seller to cure any objections that Xxxxx has to the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, title described in the case of the Chillicothe Distribution Center) Report, and provided further however that if Seller agrees to cure any such objections, Seller shall only be required to cure those objections that Seller notifies Buyer in writing Seller will cure (the “Title Review Period”), Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”"Disapproved Exceptions"). Purchaser shall also have If Seller fails to cure all Disapproved Exceptions by the right to object to any title exceptions created or suffered by Seller Close of Escrow, Buyer may either (or its Subsidiaries), or first made known to Purchaser, between i) terminate this Agreement and cancel the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, Escrow by written notice to Seller on or before prior to the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions Close of Escrow (and receive a refund of the same First Deposit and the Second Deposit, and all interest accruing thereon) or (ii) Buyer may proceed under this Agreement and Close Escrow in which case Buyer shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which have approved the Title Company is willing Disapproved Exceptions not cured by Seller, provided however that in either case, Buyer shall have no other remedies against Seller nor shall Seller have any further responsibilities or liabilities to insure (without additional cost to Purchaser or where Seller elects to pay such cost Buyer except, in the event of Buyer's termination of this Agreement, for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer return of the PropertyFirst and Second Deposits, to the extent paid, and all interest accruing thereon. If Buyer does not obtain agreement with Seller to cure all of Buyer's objections to title, Buyer may in Buyer's sole discretion terminate this Agreement prior to expiration of the Due Diligence Date in the manner provided in Paragraph 4(d) and, in that event, this Agreement shall terminate and neither party shall have any further responsibility or liability to the other except that Seller shall have return to Buyer the rightFirst Deposit and the Second Deposit, but not if paid, and all interest accruing thereon and except for those obligations of Buyer specifically described in this Agreement as surviving the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed termination of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreement.

Objections to Title. Up until (a) Buyer shall obtain an owner's title insurance commitment (collectively, with all updates thereto, the date that is "Title Commitment") issued by a national title insurance company. Not later than the expiration of the Inspection Period, as may be extended, Xxxxx may deliver to Seller a statement of any objections to title and survey matters affecting the Property shown on the Title Commitment and the Survey. Within thirty (30) days from the after receipt of Xxxxx’s objection notice, Seller shall deliver a Title Commitment and copies of notice to Buyer indicating whether Seller will cure each objection or take no further action with regard to each objection. If Seller fails timely to deliver its response, Seller shall be deemed to have elected to take no further action with regard to all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties objections. If Seller states in its response that Seller will cure an objection, Seller shall, as are in Sellera condition of Buyer’s obligation to close, cure the objection on or prior to Closing Date. If Seller elects (or its Subsidiaries’is deemed to have elected) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser shall have the right not to object to any matter cure all objections set forth in a Title Commitment which is not a Permitted ExceptionBuyer’s objection notice, by giving written Buyer may prior to Closing deliver notice to Seller that Purchaser elects to (i) terminate this Agreement, in which event all rights and obligations of Purchaser’s objection the parties under this Agreement shall expire other than those that are expressly provided herein to survive the termination of this Contract and the basis Development Contract; or (in reasonable detailii) for Purchaser’s position that such matter is not a Permitted Exception (waive any such matter objections that is Seller has not a Permitted Exceptionelected to cure and elect to close. If Xxxxx fails to deliver notice in accordance with the immediately preceding sentence, a “Title Defect”). Purchaser Xxxxx shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which have elected to proceed to Closing. Notwithstanding anything herein to the Title Company is willing to insure (without additional cost to Purchaser contrary, at or where Seller elects to pay such cost for Purchaser’s account)before Closing, (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right(a) cause to be released any mortgages, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed deeds of trust, any mortgage or any monetary lien encumbering any Titled deeds to secure debt that encumber the Property and (b) cause to be satisfied cancelled and discharged any mechanics’, contractors’ or otherwise released on or before similar liens that encumber the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice Property regardless of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreementwhether Buyer objects thereto.

Objections to Title. Up until No later than ten (10) Business Days prior to the date that is thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams expiration of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession Due Diligence Period, Purchaser shall provide Seller and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) Title Company with written notice (the “Title Review PeriodObjection Notice”) of any title and survey conditions, deficiencies or matters to which Purchaser objects (other than the Permitted Exceptions) (“Title Objections”). Seller shall notify Purchaser in writing of Seller’s agreement to cure, at Seller’s sole expense, or Seller’s election not to cure, such Title Objections (“Seller’s Response Notice”) no later than five (5) Business Days after Seller’s receipt of the Title Objection Notice (“Seller’s Response Notice Deadline”). If Seller fails to give Seller’s Response Notice by the Seller’s Response Notice Deadline, Seller shall be deemed to have elected to not cure such Title Objections. If Seller elects, or is deemed to have elected not to cure all Title Objections, Purchaser may, by giving notice to Seller within five (5) Business Days following receipt of Seller’s Response or Seller’s Response Notice Deadline, whichever is earlier, elect to (a) terminate this Agreement, whereupon this Agreement shall terminate and the Deposit (together with any interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations to each other with respect to this Agreement except those obligations that expressly survive termination of this Agreement, or (b) proceed to Closing and accept title to the Properties subject to the Title Objections (which shall be deemed Permitted Exceptions, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such Title Objections). If Purchaser fails to timely notify Seller of its election to terminate this Agreement pursuant to clause (a) of the immediately preceding sentence, Purchaser shall be deemed to have elected to proceed in accordance with clause (b) of the immediately preceding sentence. Purchaser shall have the right right, prior to object to any matter set forth in a Title Commitment which is not a Permitted ExceptionClosing, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created that were not disclosed on the Title Commitments or suffered any previous updates to the Title Commitments (each a “New Objection”) and, if Seller does not agree to cure any such new Title Objections by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of not later than Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have exercise the rights set forth in under clauses (a) and (b) of this Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreement5.3.

Objections to Title. Up until (a) Within five (5) days after the Effective Date, Purchaser will request that Title Company furnish to Purchaser at Purchasers’ expense an ALTA title insurance commitment bearing an effective date subsequent to the date that is thirty (30) days from of this Agreement issued by the receipt Title Company covering the Real Property, binding the Title Company to issue a policy of a Title Commitment and title insurance with standard exceptions, in form approved for use in the State of South Carolina, in favor of Purchaser together with the best available copies of all material underlying title documentsdocuments (collectively, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review PeriodException Documents”) identified in such title insurance commitment as exceptions to title (collectively the “Title Commitment”). No later than four (4) business days prior to the expiration of the Due Diligence Period, Purchaser shall have notify Seller of any matters identified in the right Title Commitment that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). (b) Purchaser will not be required to object to, and Seller will be obligated to any matter set forth pay and discharge at the time of Closing, mortgages, deeds of trust, security agreements, construction or mechanic’s liens, tax liens (other than real estate taxes for the tax year in which Closing occurs) or other liens or charges in a Title Commitment fixed sum or capable of computation as a fixed sum caused, permitted or created by Seller (collectively “Mandatory Cure Items”). (c) In the event that there are obligations which Seller is obligated to pay or discharge pursuant to subsection (b) above, Seller may use all or a portion of any cash it may receive at Closing. (d) Seller shall not a Permitted Exception, by giving written be obligated to incur any expenses to cure Purchaser’s Objections (other than Mandatory Cure Items) unless Seller agrees to cure such Purchaser’s Objection as hereinafter provided. Seller shall notify Purchaser within two (2) business days after receipt of notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Objections whether Seller agrees to cure such Purchaser’s position Objections. If Seller notifies Purchaser in writing within such two (2) business day period that Seller agrees to cure such matter is not a Permitted Exception (any Purchaser’s Objection, Seller shall correct such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller ’s Objections on or before the Closing Date. Purchaser shall not be entitled In the event Seller fails to object to any Liens correct Purchaser’s Objections on or other title exceptions (and before the same shall not constitute Title Defects or any breach of Closing Date after Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost notification to Purchaser or where Seller elects of its intent to pay such cost for Purchaser’s account)do so, (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to said failure shall constitute a material default hereunder and Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to terminate this Agreement and shall be entitled to a full refund of the Deposit and shall be entitled to Purchaser’s other remedies for a Seller breach. If Seller does not notify Purchaser within such two (2) business day period of Seller’s agreement to cure or remove at or such Purchaser’s Objections, Seller shall be deemed to have elected not to cure such Purchaser’s Objections (except for the Mandatory Cure Items). Purchaser shall provide notice to Seller prior to Closingexpiration of the Due Diligence Period that it is willing to waive such Purchaser’s Objections without any abatement in the Purchase Price or desires to terminate the Agreement and receive a prompt refund of any Deposit, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In and in the event that Purchaser opts to terminate this Agreement, the parties hereto shall be released from all further obligations hereunder except those which expressly survive a Title Defect exists and termination of this Agreement. Purchaser gives a timely shall provide any notice of objection waiver or termination within the Purchaser’s study period otherwise the right to such Title Defect and terminate is waived. (e) Seller fails shall not, after the date of this Agreement, subject the Land to cure or remove such exception at permit or prior suffer to Closingexist any liens, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect encumbrances, covenants, conditions restrictions, easements or other title matters as to the TimberlandsLand (collectively, “New Title Encumbrances”), other than those that may be required in addition the ordinary course of business, without Purchaser’s prior written consent which consent shall not be unreasonably withheld or delayed. (f) All title matters revealed by the Title Commitment and not objected to any other applicable rights set forth in this Agreementby Purchaser as provided above shall be deemed Permitted Title Exceptions.

Objections to Title. Up until If title to the date that Property is thirty (30) not acceptable to Buyer, Buyer shall deliver a notice of objections to Seller within 10 days from the after receipt of a the Title Commitment, or within 5 days after Buyer has received any updates or endorsements to the Title Commitment and copies showing new exceptions. If Buyer does not deliver a notice of objections within the foregoing time periods, it shall be deemed to have waived all material underlying objections to title. Except as otherwise provided below, Seller shall make reasonable efforts to cure any title documentsmatters to which Buyer objects, together with Purchaser’s receipt of and opportunity but may elect not to inspect such maps, surveys and diagrams cure them if the cost of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser cure exceeds $5,000.00. Seller shall have until 5 days after delivery of any such notice of objections by Buyer to procure the right issuance of an endorsement to object to any matter set forth in a the Title Commitment which is not a Permitted Exception, committing to delete the exceptions objected to by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries)Buyer, or first made known to Purchaserotherwise satisfy Buyer's objections, between and, upon such endorsement being provided or Buyer being otherwise satisfied, the date of the applicable Title Commitment obtained matter objected to shall be deemed accepted by Purchaser and the date of Closing, which is not a Permitted Exception, Buyer. Buyer may terminate this Agreement by written notice to Seller given within five (5) days of the date of delivery of an endorsement that would delete the objectionable exception if said objection is inconsistent with Buyer’s Planned Investment as it is defined herein or the endorsement is not satisfactory to Buyer in Buyers sole discretion. If Seller is unable or unwilling to obtain such endorsement and fails to otherwise satisfy Buyer, Buyer may, as its sole remedy, either (a) waive, by delivery of a written notice to Seller, any objections to title made in Buyer's original notice of title objections and close the purchase of the Property on the terms and conditions of this Agreement; or before (b) terminate this Agreement, in which case the Closing DateDeposit will be promptly returned to Buyer. Purchaser shall If Buyer does not be entitled deliver a notice waiving the remaining or uncured title objections to object to any Liens or other title exceptions (and Seller within 5 days after the same shall not constitute Title Defects or any breach end of Seller’s representations hereunder5-day cure period, but Buyer shall instead be deemed to have elected to terminate this Agreement, unless Closing occurs within such time period, in which case Buyer shall be Permitted Exceptions) (i) over which deemed to have waived all title exceptions. The date of Closing shall be extended for a reasonable period of time to allow for the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account)above time periods but in no case beyond October 29, (ii) against which 2010. Notwithstanding the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account)foregoing, or (iii) which will be extinguished upon the transfer of the Property. Seller shall have be obligated to remove from title to the right, but not the obligation, to cure or remove Property at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed Closing all monetary liens and all title exceptions created after the Effective Date as a result of trust, any mortgage Seller’s actions or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreementomissions.

Objections to Title. Up until (a) Purchaser shall cause Escrow Agent to deliver to Purchaser a title insurance commitment as of a recent date for the Property together with copies of the underlying title exception documents referenced therein (collectively the “Title Commitment”). On or before the date that is thirty (30) 15 days from prior to the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams end of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) Inspection Period (the “Title Review Objection Period”), Purchaser shall deliver to Seller a written statement of objections (“Purchaser’s Objections”), if any, to Seller’s title to the Property, and Seller shall have until five business days after the receipt of such notice to notify Purchaser as to Seller’s intent to cure or remove the same (“Seller Title Response Period”); provided however, Seller shall have no obligation to cure any of Purchaser’s Objections (except for Monetary Encumbrances as provided in Section 7(c) below and encumbrances resulting in a breach under Section 12(b) or 12(c) of this Contract). In the event that Seller gives notice to Purchaser that it elects not to cure any of Purchaser’s Objections, or fails to respond to all of Purchaser’s Objections within said Seller Title Response Period, Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller terminate this Contract on or before the Closing Datedate that is five business days following the expiration of the Seller Title Response Period. In the event that Purchaser fails to terminate this Contract on or before the date that is five business days following the expiration of the Seller Title Response Period, Purchaser shall not be entitled deemed to object have waived any right to terminate based upon Purchaser’s Objections and Seller shall have no further obligations related thereto; provided however, Seller shall remain obligated to cure any Liens or other title exceptions (Monetary Encumbrances at Closing as provided in Section 7(c) below and the same Seller shall not constitute Title Defects or remain liable with respect to any breach of Seller’s representations hereunder, but shall instead be deemed Section 12(b) or 12(c) below. If Seller fails to be Permitted Exceptions) cure (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for all Purchaser’s account)Objections which Seller is required to cure on or before five business days prior to Closing, or (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to cure or remove any and all Monetary Encumbrances and New Objections at or prior to Closing, any Title Defects; providedthen, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closingin either case, Purchaser shall have the rights right, in addition to Purchaser’s pursuit of any legal or equitable remedies, (A) to maintain this Contract in full force and to receive a credit at Closing in the amount necessary, in Purchaser’s reasonable determination, for Purchaser to cure such Purchaser’s Objections, Monetary Encumbrances or New Encumbrances, or (B) to terminate this Contract, whereupon the Exxxxxx Money shall be immediately returned to Purchaser, and Seller shall, immediately upon demand by Purchaser, reimburse Purchaser for the costs and expenses incurred by Purchaser in connection with the transactions contemplated hereby, and thereafter no party shall have any rights, claims, obligations or liabilities hereunder, except for those that are expressly provided herein to survive a termination of this Contract. (b) Notwithstanding the foregoing, Purchaser may examine or re-examine title to the Property up to and including the date of Closing and give Seller written notice of objections to any additional encumbrances (i) which newly appear of record subsequent to the effective date of the Title Commitment, or (ii) which are not filed of record and properly indexed prior to the effective date of such Title Commitment (any such objection a “New Objection”) and Seller shall have until Closing to cure any New Objection. Except for any Monetary Encumbrances, in the event that Seller fails or refuses to provide evidence reasonably acceptable to Purchaser that all such New Objections shall be removed at Closing in a manner which will permit Purchaser to obtain at Closing title insurance without exception therefor, then Purchaser shall have the option (a) to maintain this Contract in full force and effect, or (b) to terminate this Contract, whereupon the Exxxxxx Money shall be returned to Purchaser, and thereafter no party hereto shall have any further rights, claims or liabilities hereunder (except as set forth herein). Any exceptions to title to which Purchaser does not object as provided in Section 7(a) above or as to any New Objection on or before Closing (other than any Monetary Encumbrance and any encumbrance created by Seller after the date hereof), and any matter objected to but not cured by Seller and which Purchaser elects to accept shall be deemed to be “Permitted Exceptions”. The provisions of this Section 7 shall not be construed to limit any remedy of Purchaser for breach by Seller of the covenants set forth in Section 6.12 hereof 12(b) and 12(c)below. (with respect c) It shall be a condition to Purchaser’s obligation to close this transaction that the Title Company shall have issued the Title Policy to Purchaser (or be unconditionally committed to issue the Title Policy to Purchaser upon receipt of the title insurance premium therefor). “Title Policy” means an extended coverage American Land Title Association (ALTA) Owner’s Policy of Title Insurance insuring Purchaser’s fee simple title to the Timberlands)Real Property, in addition the full amount of the Purchase Price with the standard exceptions and subject to any other applicable rights set forth in this AgreementPermitted Exceptions.

Objections to Title. Up Failure of Seller or Purchaser to Perform and Vendee’s Lien §13.01. Purchaser shall promptly order an examination of title and shall cause a copy of the title report to be forwarded to Seller’s attorney upon receipt. Seller shall be entitled to a reasonable adjournment or adjournments of the Closing for up to 30 days or until the expiration date that is thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller commitment of Purchaser’s objection and Institutional Lender delivered to Purchaser prior to the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the scheduled date of Closing, whichever occurs first, or until the expiration date of any written commitment of Purchaser’s Institutional Lender delivered to Purchaser prior to the scheduled date of Closing, whichever occurs first, to remove any defects in or objections to title noted in such title report and any other defects or objections which is not a Permitted Exception, by written notice to Seller may be disclosed on or before prior to the Closing Date. §13.02. If Seller shall be unable to convey title to the Premises at the Closing in accordance with the provisions of this contract or if Purchaser shall have any other grounds under this contract for refusing to consummate the purchase provided for herein, Purchaser, nevertheless, may elect to accept such title as Seller may be able to convey with a credit against the monies payable at the Closing equal to the reasonably estimated cost to cure the same (up to the Maximum Expense described below), but without any other credit or liability on the part of Seller. If Purchaser shall not be entitled to object to any Liens or other title exceptions (so elect, Purchaser may terminate this contract and the same sole liability of Seller shall not constitute Title Defects or any breach be to refund the Downpayment to Purchaser and to reimburse Purchaser for the following costs (collectively, the “Purchaser’s Costs”): the net cost of Seller’s representations hereundertitle examination, but shall instead be deemed not to be Permitted Exceptions) (i) over which exceed the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for net amount charged by Purchaser’s account)title company therefor without issuance of a policy, (ii) against which and the Title Company is willing to provide affirmative insurance (without additional net cost to Purchaser of updating the existing survey of the Premises or where Seller elects to pay such the net cost for of a new survey of the Premises if there was no existing survey, a new survey was required by Purchaser’s account)Institutional Lender or the existing survey was not capable of being updated. and a new survey was required by Purchaser’s Institutional Lender. Upon such refund and reimbursement, or (iii) which will this contract shall be extinguished upon null and void and the transfer parties hereto shall be relieved of the Propertyall further obligations and liability other than any arising under Section 14. Seller shall have not be required to bring any action or proceeding or to incur any expense in excess of the rightMaximum Expense specified in Schedule D (or if none is so specified, the Maximum Expense shall be one-half of one percent of the Purchase Price) to cure any title defect or to enable Seller otherwise to comply with the provisions of this contract, but the foregoing shall not permit Seller to refuse to pay off at the obligationClosing, to cure or remove the extent of the monies payable at or prior to the Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage mortgages or any monetary lien encumbering any Titled Property to other liens on the Premises which can be satisfied or otherwise released on or before the Closing. In the event that discharged by payment of a Title Defect exists and Purchaser gives a timely notice sum certain, other than Existing Mortgages, of objection to such Title Defect and which Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreementhas actual knowledge.

Objections to Title. Up Failure of Seller or Pur- chaser to Perform and Xxxxxx's Lien §13.01. Purchaser shall promptly order an examination of title and shall cause a copy of the title report to be forwarded to Seller's attorney upon receipt. Seller shall be entitled to a reasonable adjournment or adjournments of the Closing for up to 60 days or until the expiration date that is thirty of any written commitment of Purchaser's Institutional Lender delivered to Purchaser prior to the scheduled date of Closing, whichever occurs first, to remove any defects in or objections to title noted in such title report and any other defects or objections which may be disclosed on or prior to the Closing Date. §13.02. If Seller shall be unable to convey title to the Premises at the Closing in accordance with the provisions of this contract or if Purchaser shall have any other grounds under this contract for refusing to consummate the purchase provided for herein, Purchaser, nevertheless, may elect to accept such title as Seller may be able to convey with a credit against the monies payable at the Closing equal to the reasonably estimated cost to cure the same (30) days from up to the receipt Maximum Expense described below), but without any other credit or liability on the part of Seller. If Purchaser shall not so elect, Purchaser may terminate this contract and the sole liability of Seller shall be to refund the Downpayment to Purchaser and to reimburse Purchaser for the net cost of title examination, but not to exceed the net amount charged by Purchaser's title company therefor without issuance of a Title Commitment policy, and copies the net cost of updating the existing survey of the Premises or the net cost of a new survey of the Premises if there was no existing survey or the existing survey was not capable of being updated and a new survey was required by Purchaser's Institutional Lender. Upon such refund and reimbursement, this contract shall be null and void and the parties hereto shall be relieved of all material underlying further obligations and liability other than any arising under Section 14. Seller shall not be required to bring any action or proceeding or to incur any expense in excess of the Maximum Expense specified in Schedule D (or if none is so specified, the Maximum Expense shall be one-half of one percent of the Purchase Price) to cure any title documentsdefect or to enable Seller otherwise to comply with the provisions of this contract, but the foregoing shall not permit Seller to refuse to pay off at the Closing, to the extent of the monies payable at the Closing, mortgages on the Premises, other than Existing Mortgages, of which Seller has actual knowledge. §13.03. Any unpaid taxes, assessments, water charges and sewer rents, together with Purchaser’s receipt the interest and penalties thereon to a date not less than two days following the Closing Date, and any other liens and encumbrances which Seller is obligated to pay and discharge or which are against corporations, estates or other persons in the chain of title, together with the cost of recording or filing any instruments necessary to discharge such liens and opportunity to inspect such mapsencumbrances of record, surveys and diagrams may be paid out of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case proceeds of the Chillicothe Distribution Center) (monies payable at the “Title Review Period”)Closing if Seller delivers to Purchaser on the Closing Date official bills for such taxes, assessments, water charges, sewer rents, interest and penalties and instruments in recordable form sufficient to discharge any other liens and encumbrances of record. Upon request made a reasonable time before the Closing, Purchaser shall provide at the Closing separate checks for the foregoing payable to the order of the holder of any such lien, charge or encumbrance and otherwise complying with §2.02. If Purchaser's title insurance company is willing to insure both Purchaser and Purchaser's Institutional Lender, if any, that such charges, liens and encumbrances will not be collected out of or enforced against the Premises, then, unless Purchaser's Institutional Lender reasonably refuses to accept such insurance in lieu of actual payment and discharge, Seller shall have the right in lieu of payment and discharge to object deposit with the title insurance company such funds or assurances or to any matter set forth pay such special or additional premiums as the title insurance company may require in a Title Commitment order to so insure. In such case the charges, liens and encumbrances with respect to which is the title insurance company has agreed so to insure shall not a Permitted Exceptionbe considered objections to title. §13.04. If Purchaser shall default in the performance of its obligation under this contract to purchase the Premises, the sole remedy of Seller shall be to retain the Downpayment as liquidated damages for all loss, damage and expense suffered by giving written notice to Seller Seller, including without limitation the loss of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”)its bargain. §13.05. Purchaser shall also have a vendee's lien against the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between Premises for the date amount of the applicable Title Commitment obtained Downpayment, but such lien shall not continue after default by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in under this Agreementcontract.