Common use of Title Defects Clause in Contracts

Title Defects. The Premises shall be conveyed by standard warranty deed, subject to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days after receipt of such notice, Landlord shall notify Tenant of Landlord's election whether or not to cure any or all of such defects. In the event that Landlord shall be unable or unwilling to cure any such claimed defects, Tenant shall have the option to (i) accept title to the Premises subject to such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exception, or (ii) terminate and rescind the exercise of the Purchase Option or the Sale Option, whichever is applicable, without any liability to Landlord, and Tenant's right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter shall be terminated.

Title Defects. The Premises shall be conveyed by standard warranty deed, subject to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within Within fifteen (15) days after delivery receipt by Purchaser of ------------- the last to be received of the Purchase Option Notice updated Title Commitment, the Lien Searches and the Survey, Purchaser shall notify Seller in writing (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to Landlord by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or delivery insured over at or prior to the Closing and shall deposit with the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title (provided, however, that in no event shall Seller be required to pay more than Eight Million Dollars ($8,000,000.00) in the aggregate with respect to Required Cure Items), and (b) shall notify Purchaser in writing within ten (10) days after receipt of the Sale Option Disapproval Notice whether Seller will cause all or any of such other Defects to Tenantbe removed, whichever is applicablecured or insured over at or prior to Closing, obtain and deliver Seller shall be deemed to Tenant a commitment for an ALTA owners form of title insurancehave elected to remove, without standard exceptionscure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in the amount its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Purchase PricePrice all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Eight Million Dollars ($8,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money and all interest accrued thereon shall be immediately returned to Purchaser. Within fifteen (15) days thereafterSeller shall use commercially reasonable efforts to remove, Tenant cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall notify Landlord in writing of any claimed defect in title. Within have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2. If any other update of the Title Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such notice, Landlord update and thereafter the rights and obligations of Seller and Purchaser shall notify Tenant of Landlord's election whether be as set forth above in this Section 3.2 with respect to removal or not to cure any or all of such defectsnew Defects. In Notwithstanding anything to the event that Landlord contrary contained in this Agreement, any insurance obtained by Seller over a Defect or a Required Cure Item shall be unable or unwilling to cure any such claimed defects, Tenant shall have the option to (i) accept title by endorsement to the Premises subject Title Policy in form and substance reasonably acceptable to such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exception, or (ii) terminate and rescind the exercise of the Purchase Option or the Sale Option, whichever is applicable, without any liability to Landlord, and Tenant's right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter shall be terminatedPurchaser.

Title Defects. The Premises shall be conveyed by standard warranty deed, subject Prior to easements and restrictions now the later of record, (i) the rights expiration of the public in all streets and roads abutting Due Diligence Period (hereinafter defined) or (ii) the Premises, liens for unpaid property taxes first coming due and payable date that is ten (10) days after the Commencement Datedate on which Buyer is in receipt of both the Title Commitment and the Survey, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises Buyer shall give Notice to Seller (the "Permitted ExceptionsDefects Notice") of any claim, lien or exception materially and adversely affecting title to the Property and which Buyer is not willing to waive (a "Defect"). Seller shall have the right, but free and clear of not the lien of obligation, to cure any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, Defect within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days after its receipt of the Defects Notice, or in the case of any Defect which cannot with due diligence be cured within such notice30-day period, Landlord shall notify Tenant of Landlord's election whether or not such later date by which such Defect can reasonably be cured, provided that Seller commences to cure any or all of such defectsDefect within such 30-day period and thereafter continues diligently and in good faith to cure the Defect. In the event that Landlord shall be unable or unwilling Seller elects not to cure any such claimed defectsDefect, Tenant Seller shall notify Buyer of such election within five (5) business days after its receipt of the Defects Notice. Seller shall have no obligation to cure any Defect created solely by any acts or omissions of Buyer, and Seller's failure to cure any such Defect shall not relieve Buyer from its obligation to close under this Agreement. If Seller elects not to cure any Defect as set forth above or, if by the option expiration of the cure period provided for above, Seller has failed to cure all Defects (other than any Defects created solely by any acts or omissions of Buyer), Buyer may, at its option, either (i) accept title proceed to the Premises close subject to any such claimed defectsDefects, with a credit against no offset against, or reduction in, the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exception, or (ii) terminate and rescind this Agreement by written notice given to Seller within five (5) business days after the exercise expiration of the Purchase Option cure period or Seller's notice of election not to cure any Defect, as the case may be. In the event this Agreement is so terminated by Buyer, the Down Payment shall be returned to Buyer and the parties shall be released from all further obligations and liabilities hereunder, except with respect to the covenants and indemnities set forth in Sections 4, 6.1, 6.3, 7.1 and 15 (the "Surviving Indemnities"). Notwithstanding anything to the contrary contained in this Section 5.3, in the event that any Defect(s) is a mechanic's or materialmen's lien or other encumbrance securing the payment in the aggregate of a readily ascertainable sum of money of up to $250,000 or a deed of trust or mortgage granted by Seller (but not including any lien resulting from Buyer's failure to make any of the payments required under Section 7.1), Seller shall satisfy such Defect(s) of record or, as an alternative to causing such Defect(s) to be satisfied of record and provided that the Title Company agrees to omit such Defect(s) from the Title Policy: (i) bond or cause to be bonded such Defect(s); (ii) deliver or cause to be delivered to Buyer or the Sale OptionTitle Company, whichever is applicableon the date of the Closing, without instruments in recordable form and sufficient to satisfy such Defect(s) of record, together with the appropriate recording or filing costs; (iii) deposit or cause to be deposited with the Title Company sufficient monies, acceptable to and reasonably requested by the Title Company, to assure the obtaining and recording of a satisfaction of the Defect(s); or (iv) otherwise cause the Title Company to omit such Defect(s) from the Title Policy. In addition, Seller shall use all reasonable efforts to satisfy all of Seller's requirements set forth in the Title Commitment. During the term of this Agreement, Seller shall not grant any liability to Landlord, and Tenant's right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter shall be terminatedeasement or restriction encumbering the Property or any part thereof unless provided for in the LCP or any governmental approval relating thereto.

Title Defects. The Premises shall be conveyed by standard warranty deed, subject to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within No later than thirty (30) days after the Effective Date of this Agreement, Purchaser shall furnish to Seller a copy of an ALTA title insurance commitment for an owner’s title insurance policy (the “Title Commitment”) and Purchaser’s survey (the “Updated Survey”), if any, together with a statement specifying its objections to any matters disclosed by the Title Commitment or Updated Survey other than the Permitted Exceptions (“Purchaser’s Statement”). Seller shall notify Purchaser within three (3) business days after receipt of Purchaser’s Statement whether Seller will cure (and in what manner Seller will cure) the defects set forth in Purchaser’s Statement, provided, however, that Seller shall agree to remove each financial encumbrance such noticeas a mortgage, Landlord shall notify Tenant judgment, lien for delinquent real estate taxes, attachment, mechanic’s lien, or any other monetary lien or encumbrance of Landlord's election whether a definite or 141250808.5 ascertainable amount which may be removed by the payment of money (not to cure any exceed ▇▇▇▇▇▇’s net proceeds from the Closing of the HQ Parcel pursuant to the HQ AOS) which is revealed by the Title Commitment (a “Mandatory Discharge Item”) or all of take such defectsother action that shall allow Title Insurer to omit the same as exceptions. In If Seller fails to respond to Purchaser’s Statement within said three (3) business day period, Seller will be deemed to have elected not to remove the event that Landlord shall be unable or unwilling defects set forth in Purchaser’s Statement (other than the Mandatory Discharge Items). If Seller does not timely agree to cure any such claimed defectsdefects (other than the Mandatory Discharge Items), Tenant Purchaser shall have the option right, by written notice given to Seller and Escrow Agent within ten (10) days after the first to occur of Purchaser’s receipt of Seller’s response to Purchaser’s Statement and the expiration of the aforementioned three (3) business day response period, either to (i) accept waive the defects and close title to without abatement or reduction of the Premises subject to Price (and each such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not waived defect shall be deemed a Permitted Exception), or (ii) terminate this Agreement. Upon such termination, all rights and rescind the exercise obligations of the Purchase Option or the Sale Option, whichever is applicable, without any liability to Landlord, and Tenant's right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter respective parties hereunder shall be terminatednull and void, except for those rights and obligations that expressly survive the termination of this Agreement. If Purchaser fails to select either option, then Purchaser shall be deemed to have elected option (i). Purchaser hereby acknowledges and agrees that TIME IS OF THE ESSENCE with respect to the timely delivery of Purchaser’s Statement and any termination notice pursuant to this Section 2.3.

Title Defects. A. The Premises Purchaser shall be conveyed by standard warranty deed, subject conduct its review of the Vendor's title to easements and restrictions now of recordthe Assets with reasonable diligence. Not later than ten (10) business days prior to the Closing Date, the rights Purchaser shall give the Vendor written notice of the public Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in all streets reasonable detail, the Assets directly affected thereby and roads abutting the Premises, liens Purchaser's requirements for unpaid property taxes first coming due and payable after the Commencement rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects on or before the Closing Date, and zoning and such other matters created by Tenant or arising out of Tenant. B. Insofar as the Title Defects described in the Purchaser's use and occupancy of the Premises notice (the "Permitted ExceptionsAffected Interests")) have not been cured to the Purchaser's reasonable satisfaction, but free and clear subject at all times to Clause 10.04 with respect to prior third party rights, the Purchaser may elect, at or before the Closing Date by notice to the Vendor, to do one of the lien of any mortgage, deed of trust, or security interest created following: (a) where the cumulative amount by or resulting from acts which the value of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptionsAssets has been reduced is, in Purchaser's opinion, acting reasonably, less than Four Hundred and Seventy-Five Thousand ($475,000.00) Dollars, Purchaser shall complete the amount purchase of Vendor's interest in and to the Assets without any adjustment of the Purchase Price. Within fifteen . (15b) days thereafterwhere the cumulative amount by which the value of the Assets has been reduced is, Tenant in Purchaser's opinion, acting reasonably, equal to or greater than Four Hundred and Seventy-Five Thousand ($475,000.00) Dollars, the following options shall notify Landlord in writing of any claimed defect in title. Within thirty arise: (30i) days after receipt of such notice, Landlord the Parties may delay Closing to a mutually agreeable time and date during which time Vendor shall notify Tenant of Landlord's election whether or not make further attempts to cure any or all of such defectsremove the uncured Title Defects. In the event that Landlord said Title Defects have not been cured prior to December 1, 1997, the elections set out in this Paragraph 8.02B(b) shall once again be made; or (ii) Purchaser may waive the uncured Title Defects, in which case all of Vendor's interest in and to the Assets shall be unable or unwilling to cure any such claimed defects, Tenant shall have the option to (i) accept title purchased by Purchaser without an adjustment to the Premises subject Purchase Price; or (iii) Purchaser shall purchase Vendor's interest in and to such claimed defects, with a credit against the Assets in which case the Purchase Price in shall be adjusted by an amount necessary equal to discharge that number arrived at by subtracting $475,000.00 from the value attributed to the Affected Interest by the Parties, or any lien against arbitrator, such that only positive values resulting from this calculation are to be adjusted. Provided that in reaching the premisesmutually agreed upon value, the amount Parties, or any arbitrator appointed hereunder, shall take into account the probability of which is liquidated as of closing, (including interest and penalties thereon accrued the Title Defect actually materializing having regard to the date particular circumstances. (c) where the cumulative amount by which the value of closingthe Assets has been reduced, in Purchaser's opinion, acting reasonably, by Twenty (20%) which is not a Permitted Exception, Percent or (ii) terminate and rescind the exercise more of the Purchase Option Price then, in addition to the elections set out in Clause 8.02B(b), either Vendor or Purchaser may terminate this Agreement upon written notice to the Sale Optionother Party, whichever is applicable, without any liability in which case Vendor shall forthwith return the Deposit and accrued interest to LandlordPurchaser and the Parties shall have no further obligation to each other hereunder, and Tenant's shall have no right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter shall be terminatedclaim further damages or other remedies.

Title Defects. The Premises Seller shall convey and Purchaser shall accept such title as any Title Company shall be conveyed by willing to insure in accordance with its standard warranty deed, subject to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurancepolicy approved by the New York State Department of Financial Services, without standard exceptionsfree of all encumbrances, exceptions and liens, except as otherwise stated herein and subject to the standard, pre-printed exceptions contained in the amount Title Company's report. Prior to Closing, Seller shall cause all historical designations set forth on the Town of Islip Department of Planning Development Building Division Certificate and any certificate of occupancy to be removed and shall obtain an updated Building Division Certificate without any such historical designation. Seller shall have the Purchase Priceoption, at its sole discretion, to satisfy Purchaser's timely objections to title, other than the Permitted Encumbrances, prior to Closing. Within fifteen If Seller elects not to satisfy such objections, then Seller must deliver written notice of such election to Purchaser within ten (1510) days thereafterof receiving the Title Report, Tenant shall notify Landlord in writing of any claimed defect in title. Within and Purchaser must within thirty (30) days after of receipt of such notice, Landlord shall notify Tenant of LandlordSeller's election whether or not notice to cure any or all of such defects. In the event that Landlord shall be unable or unwilling to cure any such claimed defects, Tenant shall have the option to objections either: (i) waive the objections and accept such title as Seller is able to convey (other than items arising after the Premises subject date of the Title Report) without reduction in the Purchase Price, or (ii) terminate this Contract by giving written notice to Seller on or before the thirtieth (30th) day following receipt of Seller's notice that it will not satisfy the objections, in which event the Downpayment shall be returned to Purchaser and the parties hereto shall be released of any further liability hereunder. If Seller elects to satisfy such claimed defectsobjections, the Seller shall, at Seller's option, be entitled to an adjournment, if necessary, not to exceed 60 days in the aggregate from the date set for the Closing, for the purpose of removing such defect, lien or encumbrance. However, any action taken by the Seller to remove such defect, lien or encumbrance shall not, in and of itself, be deemed an admission on Seller's part that such defect, lien or encumbrance is one which would give the Purchaser the right to cancel this Contract, notwithstanding that the same may still be a valid title objection hereunder. Notwithstanding the foregoing, Seller shall be obligated to: (i) remove any matters prior to Closing which it has agreed to remove, and shall satisfy: (a) all judgments against Seller and (b) all mortgages and other monetary liens or violations (other than those attributable to Purchaser), and, (ii) with respect to any matters arising after the date of the Title Report: (x) to remove any voluntary liens or encumbrances ("voluntary" meaning an instrument executed by Seller), and (y) to remove any involuntary liens or encumbrances caused by Seller's acts or omissions up to a maximum amount of $150,000.00, and Purchaser shall be entitled to a credit against the Purchase Price for any involuntary liens in excess of such $150,0000 amount which are not removed or cured by Seller. In the event that the Seller is unable to eliminate the title objections and convey the Premises despite the use of commercially reasonable efforts, subject to and in accordance with this Contract on the date set for the delivery of the Deed, or on any adjourned date permitted hereunder, and provided that Seller is not otherwise in default hereunder, Seller's sole obligation shall be to refund to the Purchaser the Downpayment with interest thereon, together with Purchaser's reasonable out-of-pocket expenses in connection with the Title Report; and upon the payment thereof or tender of said payment, this Contract shall terminate and come to an amount necessary to discharge end, and neither party shall have any lien claim for damages against the premisesother. However, Purchaser may, if Purchaser shall so elect in Purchaser's sole discretion, accept such title as Seller is able to convey and shall pay the amount full Purchase Price. Notwithstanding anything to the contrary set forth herein, no lien or encumbrance against the Premises arising out of which is liquidated any action or inaction of Purchaser, or any of its agents, contractors, subcontractors, vendors, assignees, employees or invitees shall be deemed to be an objection to title or to render title uninsurable and Purchaser shall purchase the Premises subject to same without reduction in the Purchase Price. Purchaser shall cause the Title Company to update the Title Report on or about the Approval Date, as of closingsame may be extended pursuant to this Contract, (including interest and penalties thereon accrued from time to time prior to the date of closing) Closing. In the event any title or survey defects, exceptions, encumbrances or liens which is are not a Permitted Exception, or (ii) terminate Encumbrances arise from and rescind after the exercise date of the Purchase Option or original Title Report, such title defects shall be deemed title defects as if such title defects were set forth in the Sale Option, whichever is applicable, without any liability to Landlordoriginal Title Report, and Tenant's right the parties shall have the same rights and obligations with respect to exercise such Purchase Option and Landlord's right to exercise new title defects as if such Sale Option thereafter shall be terminateddefects were set forth in the original Title Report.

Title Defects. The Premises (i) Purchaser shall conduct, at its own cost and expense, such title search of the Property as it deems necessary to determine the existence of any title defects. No matter shall be conveyed by standard warranty deed, subject to easements and restrictions now construed as a defect in title so long as such matter is not construed as such under the Standards of record, the rights Title of the public Connecticut Bar Association, whenever applicable. Notice of any defect in all streets and roads abutting title shall be given to Owner not later than the Premises, liens for unpaid property taxes first coming due and payable date thirty (30) days after the Commencement Effective Date. If Purchaser timely notifies Owner of a defect in title to the Property, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises Owner shall have thirty (30) days (the "Permitted ExceptionsTitle Cure Period")) after receipt of such notice during which Owner may, but free and clear shall not be obligated to, remedy the defect(s) specified in Purchaser's notice. Upon the first to occur of (i) Owner's notice to Purchaser of Owner's inability to remedy such defect in title, or (ii) the expiration of the lien Title Cure Period at a time when Owner shall have failed to remedy any defect in title, Purchaser shall have a period of any mortgage, deed of trustten (10) days to elect in writing (the "Purchaser's Election Notice") either (a) to accept that title which Owner is able to convey, or security interest created by or resulting (b) to terminate this Agreement, in which event the Deposit shall be returned to Purchaser, and this Agreement shall thereafter become null and void and all parties hereto shall be released from acts any liability hereunder, except any liability which expressly survives such termination as set forth in this Agreement. If Purchaser fails to deliver to Owner the Purchaser's Election Notice during such ten (10) day period, then Purchaser shall be deemed to have elected to proceed with its purchase of the LandlordProperty. (ii) If Purchaser notifies Owner of its election to accept title with any such defect(s) within such ten (10) day period, any successor then the Closing Date shall be the later of Landlord, any party claiming through Landlordthe Closing Date specified in Section 3, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery Owner's receipt of the Purchase Option Purchaser's Election Notice. (iii) If Owner remedies the defect specified in the Purchaser's Election Notice to Landlord or delivery before the expiration of the Sale Option Notice to TenantTitle Cure Period, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in then the amount Closing Date shall be the later of the Purchase Price. Within Closing Date specified in Section 3 or fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed after Owner delivers to Purchaser written notice that such title defect in title. Within thirty (30) days after receipt of such notice, Landlord shall notify Tenant of Landlord's election whether or not to cure any or all of such defects. In the event that Landlord shall be unable or unwilling to cure any such claimed defects, Tenant shall have the option to (i) accept title to the Premises subject to such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exception, or (ii) terminate and rescind the exercise of the Purchase Option or the Sale Option, whichever is applicable, without any liability to Landlord, and Tenant's right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter shall be terminatedhas been remedied.

Title Defects. The Premises Buyer shall be conveyed by standard warranty deed, subject to easements order or has previously ordered title commitments and restrictions now of record, the rights upon receipt of the public surveys referenced in all streets Sections 5.3.1(a) and/or 5.3.1(b), Buyer shall order revised title commitments from the Title Company (both the original and roads abutting any revised title commitments collectively the Premises, liens for unpaid "Title Commitment") with respect to the real property taxes first coming due described in Section 2.1(a) together with the leasehold property associated with the New Dock Lease and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenantleasehold property associated with the Terminal Lease. Within ten (10) days following Buyer's use and occupancy receipt of the Premises Title Commitment and within five (the 5) days of Buyer's receipt of any revision to any such Title Commitment showing any new title matter, Buyer shall notify Seller in writing as to whether Buyer objects to any title matter which appears on such Title Commitment ("Permitted ExceptionsTitle Defect"), but free and clear of . Seller shall have the lien of option to remove or cure any mortgage, deed of trust, or security interest created by or resulting from acts of Title Defect during the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days day period after receipt of such notice, Landlord shall notify Tenant of LandlordBuyer's election whether or not notice ("Cure Period") to cure any or all of such defectsremedy Title Defects. In the event that Landlord shall be unable Seller fails or unwilling chooses not to cure any such claimed defectsremedy the Title Defects to Buyer's satisfaction within the Cure Period, Tenant Buyer shall have the option to option, exercisable within: (i) accept title to ten (10) days from the Premises subject to such claimed defectsexpiration of the Cure Period; or, with if a credit against the Purchase Price in an amount necessary to discharge any lien against the premisesshorter period of time, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exception, or (ii) terminate and rescind ten (10) day from Seller's written notice of its choice not to remedy the exercise Title Defects, to: (a) accept the status of the Purchase Option or title subject to the Sale OptionTitle Defects and proceed with the performance of this Agreement, whichever is in which case the Special Warranty Deed in the form of Exhibit E and/or the Assignment and Assumption Agreement in the form of Exhibit G will be modified, if applicable, without any liability to Landlordmake the Title Defect an exception to Seller's warranties thereunder; (b) extend the Cure Period for a reasonable period mutually agreeable to the parties to give Seller an additional opportunity to remedy the Title Defects at the end of which period, and Tenantif Seller still has not cured the Title Defect to Buyer's right satisfaction, Buyer shall have ten (10) days after such period ends to exercise such Purchase Option and Landlord's right elect option (a) or (c) in this Section 5.3.2; or (c) terminate this Agreement by giving written notice to exercise such Sale Option thereafter shall be terminatedSeller.

Title Defects. The Premises Prior to the expiration of the Inspection Period, Buyer shall notify Seller in writing (“Buyer’s Notice”) of any title matters disclosed in the Title Commitment or Survey to which Buyer objects (the “Title Commitment Defects”). Any matter disclosed in the Title Commitment or Survey and not objected to by Buyer within such period or subsequently waived by Buyer in writing shall be conveyed by standard warranty deeddeemed a permitted exception, subject to easements and restrictions now of recordincluding, without limitation, the rights Loan Documents (“Permitted Exception”). If Buyer learns, through continuation reports, updates to the Title Commitment or Survey or other written evidence, of any additional title or survey defect(s) not disclosed in the Title Commitment or Survey (the “Additional Title Defects”, and together with the Title Commitment Defects, the “Title Defects”), Buyer shall have the right to object to such Additional Title Defect(s) by giving written notice thereof to Seller on or before the earlier of (x) five (5) business days after the date Buyer receives such continuation report, updated Title Commitment or other written evidence disclosing such Additional Title Defects or (y) the Closing Date. Seller shall be obligated, on or prior to the Closing, to pay, discharge or remove of record or cause to be paid, discharged or removed of record or insured over by the Title Company in a manner satisfactory to Buyer in its sole discretion, at Seller’s sole cost and expense, all of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Datefollowing items: (a) Voluntary Liens (as hereinafter defined), and zoning (b) other liens encumbering the Project (including judgments and such other matters created federal, state and municipal tax liens) which (i) are in liquidated amounts and which may be satisfied solely by Tenant the payment of money (including the preparation or arising out filing of Tenant's use and occupancy appropriate satisfaction instruments in connection therewith), excluding, however, mechanic liens which are a tenant’s responsibility to remove pursuant to the terms of the Premises applicable Leases and which are disclosed to Buyer in writing prior to the expiration of the Inspection Period, and (ii) do not exceed in the aggregate $500,000 (the "“Cure Amount”). Except as set forth in this Section 4.3, Seller shall have no obligation to cure any Title Defects. The term “Voluntary Liens” as used herein shall mean all monetary liens, including mortgages which Seller has suffered or allowed to be placed on the Project, other than Permitted Exceptions", excluding, however, any liens associated with the Existing Indebtedness to be assumed by Buyer and mechanics liens which are a tenant’s responsibility to remove pursuant to the terms of the applicable Leases and which are disclosed to Buyer in writing prior to the expiration of the Inspection Period. If Seller, after having used commercially reasonable good faith efforts (which shall include curing and removing of record all Voluntary Liens and expending money to cure all other Title Defects up to the Cure Amount), but free is unable to cure a Title Defect on or prior to Closing, Buyer may, at its discretion (i) elect to adjourn the Closing for a period not to exceed ten (10) business days to allow Seller to cure such Title Defect, and clear in such event Seller shall continue to use commercially reasonable good faith efforts to effect such cure, (ii) elect to waive in writing such Title Defect in which case it shall be deemed a Permitted Exception or (iii) terminate this Agreement in which event Buyer shall be entitled to receive the Escrow Deposit. If an act or omission of Seller that is not reflected in the Title Commitment or Survey or any continuation thereof or in the Permitted Exceptions as of the lien of Closing Date has an effect on title to the Real Property and if Seller does not cure or cause Title Company to insure over such item in a manner satisfactory to Buyer in its sole discretion, then Buyer may either waive such matter or terminate this Agreement and receive the Escrow Deposit and pursue its remedies under Section 10.2. Notwithstanding anything in this Section 4.3 to the contrary, Buyer may, in its sole discretion, at any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other persontime accept such title as Seller can convey, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery reduction of the Purchase Option Notice to Landlord Price or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days after receipt of such notice, Landlord shall notify Tenant of Landlord's election whether credit or not to cure any or all of such defects. In the event that Landlord shall be unable or unwilling to cure any such claimed defects, Tenant shall have the option to (i) accept title to the Premises subject to such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exception, or (ii) terminate and rescind the exercise of the Purchase Option or the Sale Option, whichever is applicable, without any liability to Landlord, and Tenant's right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter shall be terminatedallowance on account thereof.

Title Defects. The Premises 4.2.1 Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters which are not Permitted Exceptions that may first appear on any supplemental title reports or updates to the Title Commitment or Survey issued after the expiration of the Due Diligence Period so long as such objection is made by Buyer within five (5) business days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be conveyed by standard warranty deed, subject deemed to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "constitute additional Permitted Exceptions"). (b) To the extent that any Title Objections do not constitute Required Exceptions, Seller may elect (but free shall not be obligated) to Remove or cause to be Removed any such Title Objections and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant Seller shall notify Landlord Buyer in writing of any claimed defect in title. Within thirty within five (305) business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such notice, Landlord period shall notify Tenant of Landlord's be deemed an election whether or by Seller not to cure any or all of Remove such defectsTitle Objections. In the event Any Title Objection that Landlord Seller elects in writing to Remove shall be unable deemed a Required Exception. If Seller elects not to Remove one or unwilling more Title Objections, then, within five (5) business days after Seller’s election (but, in any event, prior to cure any such claimed defectsthe Closing Date), Tenant shall have the option Buyer may elect in writing to either (i) accept title terminate this Agreement, in which event the Deposit shall be paid to the Premises subject to such claimed defectsBuyer and, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premisesthereafter, the amount parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exceptionthis Agreement, or (ii) terminate waive such Title Objections and rescind proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the exercise Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Required Exceptions. Seller may use any portion of the Purchase Option Price to satisfy any Required Exceptions that exist as of the Closing Date, provided Seller shall cause the Title Company to Remove the same. If Seller is unable to Remove any Required Exceptions prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the Sale Optiontermination of this Agreement, whichever is applicable, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any liability to Landlord, and Tenant's reduction of or credit against the Purchase Price. Seller shall have the right to exercise such Purchase Option and Landlord's right replace the Title Company with another nationally recognized title insurance company if the Title Company fails or refuses to exercise such Sale Option thereafter Remove any exceptions to title that Seller elects or is required to Remove. (d) Seller shall be terminatedentitled to a reasonable adjournment of the Closing (not to exceed fifteen (15) days) for the purpose of the Removal of any exceptions to title.

Title Defects. The Premises Buyer shall be conveyed by standard warranty deed, subject give Notice to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises Seller (the "Permitted ExceptionsDefects ------------- Notice") of any claim, lien or exception materially and adversely affecting title to the Property and which Buyer is not willing to waive (a "Defect"). Seller shall have the right, but free and clear of not the lien of obligation, to cure any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, Defect within fifteen (15) days after delivery its receipt of the Purchase Option Notice Defects Notice, or in the case of any Defect which cannot with due diligence be cured within such 15-day period, such later date by which such Defect can reasonably be cured, provided that Seller commences to Landlord or delivery cure such Defect within such 15-day period and thereafter continues diligently and in good faith to cure the Defect. The Closing shall be extended, if necessary, in order to permit the cure described above, but in no event shall the date of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment Closing be extended for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen more than sixty (1560) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days after receipt of such notice, Landlord shall notify Tenant of Landlord's election whether or not to cure any or all of such defectsdays. In the event that Landlord shall be unable or unwilling Seller elects not to cure any such claimed defectsDefect, Tenant Seller shall have notify Buyer of such election within five (5) business days after its receipt of the option Defects Notice. If Seller elects not to cure any Defect as set forth above or, if by the expiration of the cure period provided for above, Seller has failed to cure all Defects, Buyer may, at its option, either (i) accept title proceed to the Premises close subject to any such claimed defectsDefects, with a credit against no offset against, or reduction in, the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exception, or (ii) terminate and rescind this Agreement by written notice given to Seller within five (5) business days after the exercise expiration of the Purchase Option cure period or Seller's notice of election not to cure any Defect, as the case may be. In the event this Agreement is so terminated by Buyer, the Down payment shall be delivered to Buyer and the parties shall be released from all further obligations and liabilities hereunder, except with respect to the covenants and indemnities which expressly survive the Closing or termination of this Agreement. Notwithstanding anything to the contrary contained in this Section 4.3, in the event that any Defect(s) is a mechanic's or materialmen's lien or other encumbrance securing the payment in the aggregate of a readily ascertainable sum of money of up to $30,000, Seller shall satisfy such Defect(s) of record or, as an alternative to causing such Defect(s) to be satisfied of record and provided that the Title Company agrees to omit such Defect(s) from the Title Policy by (i) bond or cause to be bonded such Defect(s); (ii) delivering or cause to be delivered to Buyer or the Sale OptionTitle Company, whichever is applicableon the date of the Closing, without any liability instruments in recordable form and sufficient to Landlordsatisfy such Defect(s) of record, together with the appropriate recording or filing costs; (iii) depositing or cause to be deposited with the Title Company sufficient monies, acceptable to and Tenant's right reasonably requested by the Title Company, to exercise assure the obtaining and recording of a satisfaction of the Defect(s); or (iv) otherwise cause the Title Company to omit such Purchase Option and Landlord's right to exercise such Sale Option thereafter shall be terminatedDefect(s) from the Title Policy.

Title Defects. The Premises shall be conveyed by standard warranty deedIf any Title Commitment or Survey discloses any (i) mortgages, subject to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed deeds of trust, or security interest created by or resulting from acts of the Landlordfinancing statements, any successor of Landlordjudgments, any party claiming through Landlordmechanic's liens, materialmen's liens, tax liens, or any similar monetary liens, other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days after receipt of such notice, Landlord shall notify Tenant of Landlord's election whether or not to cure any or all of such defects. In the event that Landlord shall be unable or unwilling to cure any such claimed defects, Tenant shall have the option to (i) accept title to the Premises subject to such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exceptionthan those listed on Schedule 6.6 hereto, or (ii) terminate other title exceptions or defects that materially and rescind adversely affect the exercise Contemplated Business of a Property or can be cured or removed by the Purchase Option or payment of a liquidated sum of money (not to exceed $5,000,000) (collectively, "MATERIAL TITLE DEFECTS"), Empire shall notify Transferor in writing of such Material Title Defect within ten (10) business days after Empire's receipt of a Title Commitment and Survey for a Property (the Sale Option, whichever is applicable, without any liability to Landlord"TITLE REVIEW PERIOD"), and TenantTransferor shall have ten (10) days from the receipt of Empire's right notice ("TRANSFEROR'S TITLE CURE ELECTION PERIOD") to exercise elect whether to have the Material Title Defect removed or cured, to the reasonable satisfaction of Empire. In the event Transferor fails to make such Purchase Option and Landlord's right to exercise such Sale Option thereafter election, Transferor shall be terminateddeemed to have elected not to cure the Material Title Defects. In the event Transferor elects, within Transferor's Title Cure Election Period, not to remove or cure such Material Title Defect, Empire shall have the option, within ten (10) days after the expiration of Transferor's Title Cure Election Period, to either (i) waive such Material Title Defect and proceed to Closing for the Properties in accordance with this Agreement, or (ii) elect not to acquire the Properties and terminate this Agreement. If Empire fails to so elect, Empire shall be deemed to waive the Material Title Defects. In the event Transferor elects, within Transferor's Title Cure Election Period, to remove or cure such Material Title Defect, Transferor shall be entitled to a period ending on the later of (1) 45 days after the expiration of Transferor's Title Cure Election Period, or (2) the 10 days prior to Closing Date, to remove or cure such Material Title Defect, upon which removal or cure the parties shall proceed to Closing in accordance with this Agreement. Such cure or removal shall be a condition to Empire's obligation to proceed to Closing. Any liens, encumbrances, title defects or other title exceptions disclosed in any Title Commitment or Survey and which do not constitute Material Title Defects (and any Material Title Defects which Empire elects to waive pursuant to this SECTION 6.3), shall be deemed to be Permitted Exceptions. Notwithstanding the foregoing, Transferor shall cause to be removed and discharged of record (including by bonding) prior to Closing (i) any Lien encumbering the Properties securing money borrowed by Transferor or removable by the payment of a liquidated monetary sum, other than the Empire Payment Obligations, (ii) any judgment lien or other lien securing a liquidated sum, provided that Transferor shall not be required to remove or discharge at Closing any judgment liens or other liens (excluding judgment liens relating to non-appealable judgments) encumbering the Properties and described in this clause (ii) if the aggregate amount of such Liens exceeds $5,000,000, and if Transferor so elects not to remove and discharge such Liens at Closing pursuant to this proviso, then Empire shall have the same rights (as set forth in the second sentence of this SECTION 6.3) as if Transferor shall have elected not to cure a Material Title Defect. Such cure or removal shall be a condition to Empire's obligation to proceed to Closing.

Title Defects. The Premises shall be conveyed by standard warranty deed, subject to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen i) Ten (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (3010) days after receipt by Purchaser of an original Title Commitment or any survey or Leasehold Title Commitment obtained pursuant to Section 2.04(b) hereof, Purchaser shall give Seller and the Title Company written notice of any defect(s) disclosed in such Title Commitment, survey or Leasehold Title Commitment that: (w) is (are) not included in the exceptions specifically identified on the Title Commitment or Leasehold Title Commitment; (x) is(are) not included in clauses (a)-(d) of the definition of Permitted Exceptions related to the applicable Owned Real Estate or Leased Real Estate; (y) that materially adversely affect(s) the business of the Branch situated upon such Owned Real Estate or Leased Real Estate; and (z) which Purchaser does not approve. Failure of Purchaser to provide such notice on a timely basis shall constitute a waiver by Purchaser of any matter(s) disclosed in such Title Commitment, survey or Leasehold Title Commitment and thereupon such matter(s) shall be deemed included in clause (b) of the definition of Permitted Exceptions set forth in this Agreement. (ii) If the notice referred to in (i) above is timely given by Purchaser, Seller shall, within ten (10) days of such notice, Landlord notify Purchaser and the Title Company as to whether Seller shall notify Tenant of Landlordcure or remove any defect(s). Following Seller's election whether or notice to Purchaser and the Title Company that Seller elects not to cure any or all defect(s), Purchaser must elect, within five (5) days, as its sole remedy hereunder with respect to such defect(s), to terminate this Agreement as to the Assets and Liabilities attributable to the Branch situated upon the affected Owned Real Estate and/or Leased Real Estate. Purchaser's failure to make such an election shall be deemed to be a waiver of such defectsdefect(s) and such defect(s) shall be included in the Permitted Exceptions and shown as Permitted Exceptions in the deed and the title policy relating to such Owned Real Estate or Leasehold Estate. (iii) Seller shall cause the Title Company to update the Title Commitments and Purchaser may, at its sole cost and expense, cause the Title Company to update Leasehold Title Commitments, as of the business day prior to the Closing Date. In the event that Landlord shall be unable the updated Title Commitment or unwilling Leasehold Title Commitment as to cure any such claimed defectsOwned Real Estate or Leasehold Estate discloses any defect(s) not included in the original Title Commitment, Tenant shall have the option to (i) accept title to the Premises subject to such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premisessurvey or Leasehold Title Commitment, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exception, or procedure set forth in (ii) terminate and rescind the exercise of the Purchase Option or the Sale Option, whichever is applicable, without any liability to Landlord, and Tenant's right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter above shall be terminatedapply.

Title Defects. The Premises shall be conveyed by standard warranty deedIf any Title Commitment or Survey discloses any (i) mortgages, subject to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed deeds of trust, or security interest created by or resulting from acts of the Landlordfinancing statements, any successor of Landlordjudgments, any party claiming through Landlordmechanic’s liens, materialmen’s liens, tax liens, or any similar monetary liens, (ii) material encroachments, or (iii) other persontitle exceptions or defects that materially and adversely affect the future use or operation of a Property as a Sears brand retail store, including, without limitation, the express consent sale of Tenant. Landlord shallconsumables and transactional merchandise (a “Material Title Defect”), Purchaser shall use commercially reasonable efforts to notify Seller in writing of such Material Title Defect within fifteen ten (1510) days after delivery Purchaser’s receipt of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenanta Title Commitment and Survey for a Property, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, but in the amount of the Purchase Price. Within fifteen no event later than forty five (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (3045) days after the Effective Date (the “Title Review Period”), and Seller shall have ten (10) days from the receipt of such noticePurchaser’s notice (“Seller’s Title Cure Election Period”) to elect whether to have the Material Title Defect removed or cured (or to commit to do the same), Landlord shall notify Tenant to the reasonable satisfaction of Landlord's election whether or not to cure any or all of such defectsPurchaser. In the event that Landlord shall be unable Seller elects, within Seller’s Title Cure Election Period, not to remove or unwilling to cure any such claimed defectsMaterial Title Defect, Tenant Purchaser shall have the option option, within ten (10) days after the expiration of Seller’s Title Cure Election Period, to either (i) accept title waive such Material Title Defect and proceed to the Premises subject to Closing for such claimed defects, Property in accordance with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exceptionthis Agreement, or (ii) terminate elect not to acquire such Property and rescind related Transferred Assets, in which event the exercise Property Termination Procedure shall apply. In the event Seller elects, within Seller’s Title Cure Election Period, to remove or cure such Material Title Defect, Seller shall be entitled to a period ending on the later of (1) 30 days after the expiration of Seller’s Title Cure Election Period, or (2) the Closing Date with respect to such Property, to remove or cure such Material Title Defect, upon which removal or cure the parties shall proceed to Closing for such Property in accordance with this Agreement. Any liens, encumbrances, title defects or other title exceptions disclosed in any Title Commitment or Survey and which do not constitute Material Title Defects (and any Material Title Defects which Purchaser elects to waive pursuant to this Section 6.2), shall be referred to herein as the “Permitted Exceptions”. Notwithstanding the foregoing, Seller shall cause to be removed and discharged of record prior to Closing (i) any lien encumbering the Property and securing money borrowed by Seller, and (ii) any mechanic’s lien, judgment lien or other lien securing a liquidated sum relating to work performed by or on behalf of Seller or otherwise required to be removed by Seller pursuant to the applicable Lease for such Property, provided that Seller shall not be required to remove or discharge at Closing any bona fide mechanic’s liens, judgment liens or other liens (excluding judgment liens relating to non-appealable judgments) encumbering the Property and described in this clause (ii) if the aggregate amount of such liens exceeds five percent (5%) of the Purchase Option or the Sale Option, whichever is applicable, without any liability Price allocated to Landlordsuch Property, and Tenant's right if Seller so elects not to exercise remove and discharge such liens at Closing pursuant to this proviso, then Purchaser shall have the same rights (as set forth in the second sentence of this Section 6.2) as if Seller shall have elected not to cure a Material Title Defect, except that if Purchaser elects to waive such Material Title Defect and to proceed to Closing, the Purchase Option and Landlord's right Price allocated to exercise such Sale Option thereafter Property shall be terminatedreduced by five percent (5%).

Title Defects. The Premises shall be conveyed by standard warranty deed, subject to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within No later than thirty (30) days after the Effective Date of this Agreement, Purchaser shall furnish to Seller a copy of an ALTA title insurance commitment for an owner’s title insurance policy (the “Title Commitment”) and Purchaser’s survey (the “Updated Survey”), if any, together with a statement specifying its objections to any matters disclosed by the Title Commitment or Updated Survey other than the Permitted Exceptions (“Purchaser’s Statement”). Seller shall notify Purchaser within three (3) business days after receipt of Purchaser’s Statement whether Seller will cure (and in what manner Seller will cure) the defects set forth in Purchaser’s Statement, provided, however, that Seller shall agree to remove each financial encumbrance such noticeas a mortgage, Landlord shall notify Tenant judgment, lien for delinquent real estate taxes, attachment, mechanic’s lien, or any other monetary lien or encumbrance of Landlord's election whether a definite or ascertainable amount which may be removed by the payment of money (not to cure any exceed Seller’s 140131415.4 142232567.2 net proceeds from the Closing) which is revealed by the Title Commitment (a “Mandatory Discharge Item”) or all of take such defectsother action that shall allow Title Insurer to omit the same as exceptions. In If Seller fails to respond to Purchaser’s Statement within said three (3) business day period, Seller will be deemed to have elected not to remove the event that Landlord shall be unable or unwilling defects set forth in Purchaser’s Statement (other than the Mandatory Discharge Items). If Seller does not timely agree to cure any such claimed defectsdefects (other than the Mandatory Discharge Items), Tenant Purchaser shall have the option right, by written notice given to Seller and Escrow Agent within ten (10) days after the first to occur of Purchaser’s receipt of Seller’s response to Purchaser’s Statement and the expiration of the aforementioned three (3) business day response period, either to (i) accept waive the defects and close title to without abatement or reduction of the Premises subject to Price (and each such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not waived defect shall be deemed a Permitted Exception), or (ii) terminate this Agreement and rescind the exercise obtain a refund of the Purchase Option or Deposit (other than the Sale OptionIndependent Consideration). Upon such refund, whichever is applicable, without any liability to Landlord, all rights and Tenant's right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter obligations of the respective parties hereunder shall be terminatednull and void, except for those rights and obligations that expressly survive the termination of this Agreement. If Purchaser fails to select either option, then Purchaser shall be deemed to have elected option (i). Purchaser hereby acknowledges and agrees that TIME IS OF THE ESSENCE with respect to the timely delivery of Purchaser’s Statement and any termination notice pursuant to this Section 2.3.

Title Defects. The Premises Buyer shall be conveyed by standard warranty deed, subject to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises order a title commitment (the "Permitted ExceptionsTitle Commitment")) for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, but free and clear Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the lien Due Diligence Period, and Seller shall have five (5) business days from the date of any mortgage, deed of trustsuch notice to agree to have each Objection removed prior to Closing, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days after receipt of such notice, Landlord shall notify Tenant of Landlord's election whether or not to cure any or all of such defects. In the event that Landlord shall be unable or unwilling to cure any such claimed defects, Tenant shall have the option title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) accept title terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to the Premises subject to such claimed defectsBuyer, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount whereupon this Agreement shall be null and void and of which is liquidated as of closing, (including interest no further force and penalties thereon accrued to the date of closing) which is not a Permitted Exceptioneffect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and rescind the exercise receive a return of the Purchase Option E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Sale OptionEscrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, whichever is applicableBuyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, without revised Title Commitment showing the new title exception, together with a legible copy of any liability such new matter, or (ii) the date of Closing, to Landlordprovide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and Tenant's right neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to exercise accept title to the Property subject to such Purchase Option and Landlord's right to exercise unresolved or uncured new Objection, whereupon such Sale Option thereafter new Objection shall be terminateddeemed an additional Permitted Exception.

Title Defects. The Premises shall be conveyed by standard warranty deed, subject to easements and restrictions now of recordIf the Title Commitment, the rights of Lien Searches or the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through LandlordSurvey, or any update of the Title Commitment, the Lien Searches or the Survey, at any time discloses exceptions to title or any Defects other personthan Permitted Exceptions, Purchaser shall so notify Seller in writing (a "DISAPPROVAL NOTICE") on or before the end of the Inspection Period. Unless Purchaser sends such a Disapproval Notice within such time period, Purchaser shall be deemed to have approved the Title Commitment, Lien Searches, and Survey. With respect to any Defects noted in a Disapproval Notice, Seller shall (a) cause any such Defects which are monetary liens of a fixed or ascertainable amount that may be removed by the payment of money, including, without limitation, judgment and mechanics' liens, to either be: (i) bonded and insured over, or (ii)removed at or prior to the express consent of Tenant. Landlord shallClosing, and (b) notify Purchaser in writing within fifteen ten (1510) days after delivery receipt of the Purchase Option Disapproval Notice whether Seller will cause all or any of such other Defects to Landlord be removed or delivery cured at or prior to Closing, and Seller shall be deemed to have elected to remove or cure all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove or cure all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the Sale Option Notice other conditions to TenantClosing, whichever is applicableto close the purchase of the Property, obtain and deliver to Tenant taking a commitment for an ALTA owners form of title insurance, without standard exceptions, deduction from the Purchase Price in the amount necessary to cure the monetary liens of a fixed or ascertainable amount that may be removed by the Purchase Pricepayment of money which Seller has not bonded and insured over, and to take title subject to the other Defects noted in the Disapproval Notice that Seller elects not to remove or cure, or (ii) to terminate this Agreement, in which event the Earn▇▇▇ ▇▇▇ey and all interest accrued thereon shall be immediately returned to Purchaser. Within fifteen (15) days thereafterIf Seller elects to cure or remove any Defect, Tenant then Seller thereafter shall notify Landlord be obligated to do so as long as this Agreement is in writing of any claimed defect in titleeffect. Within Seller shall have thirty (30) days after receipt of such notice, Landlord shall notify Tenant of Landlord's election whether to remove or not to cure any Defect that it has elected to remove or all of such defectscure (or deemed to have elected to remove or cure). In the event that Landlord The Closing Date shall be unable or unwilling to cure any such claimed defects, Tenant shall have the option to (i) accept title to the Premises subject to such claimed defects, with a credit against the Purchase Price in an amount extended as necessary to discharge any lien against permit the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exception, or (ii) terminate and rescind the exercise of the Purchase Option or the Sale Option, whichever is applicable, without any liability to Landlord, and Tenant's right parties to exercise such Purchase Option their respective rights and Landlord's right obligations pursuant to exercise such Sale Option thereafter shall be terminatedthis Section 3.2.

Title Defects. The Premises (a) As soon as reasonably practicable following the date of this Agreement, and in no event later than sixty (60) days from the date hereof, Buyer shall deliver to Seller written notices identifying each matter that it believes in good faith to be a Title Defect, together with a good faith estimate of the associated cost of curing such defect (the “Title Defect Amount”) for each such alleged Title Defect, and reasonable written documentation, to support Buyer’s claims of each such Title Defect (the “Title Defect Notice”); it being understood that neither the delivery nor cure or resolution of such Title Defect Notice shall be conveyed by standard warranty deeda condition to the occurrence of the Closing. In order for Seller to review the alleged Title Defects listed in the Title Defect Notice, subject Buyer will provide to easements Seller and restrictions now its representatives copies of recordany documents used to determine the existence of a Title Defect and the estimated cost to cure any Title Defect. Buyer shall include in the Title Defect Notice only Title Defects that are reasonably believed, in good faith, to individually cost in excess of $25,000 to cure. For purposes of calculating the cost of a Title Defect, the rights Parties shall value (i) rights-of-way at $25 per rod and (ii) surface leases and fee properties at fair market value. (b) If Seller disagrees with the existence of a Title Defect or the public in all streets and roads abutting the Premisesassociated Title Defect Amount, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant then Seller shall notify Landlord Buyer of such disagreement in writing (a “Notice of any claimed defect in title. Within Disagreement”) within thirty (30) days after its receipt of such noticethe applicable Title Defect Notice, Landlord shall notify Tenant of Landlord's election whether it being understood that neither the delivery nor cure or not to cure any or all resolution of such defects. In the event that Landlord Notice of Disagreement shall be a condition to the occurrence of the Closing. Such Notice of Disagreement shall specify in reasonable detail Seller’s grounds for such disagreement, the Title Defect Amount estimated by Seller therefor, or both, as the case may be. To the extent Seller does not contest a Title Defect or a Title Defect Amount in a Notice of Disagreement within the time period specified in this Section 2.7(b), Seller shall be deemed to have accepted the existence of such Title Defect or Title Defect Amount, which shall be final, binding and conclusive for all purposes hereunder. (c) If a Notice of Disagreement is timely provided by Seller, Buyer and Seller shall use commercially reasonable efforts for a period of thirty (30) days after delivery of such Notice of Disagreement (or such longer period as they may mutually agree) to resolve any disagreements with respect to the existence of any Title Defect or Title Defect Amount contested in the Notice of Disagreement. If, at the end of such period, they are unable to resolve such disagreements, then, upon the written request of either Party, Seller and Buyer agree that within a further fifteen (15) day period, they will jointly select an arbitrator who is an attorney experienced in the natural gas and gas gathering industry in the United States as well as in real estate and title insurance matters, or unwilling as otherwise mutually agreed upon by Seller and Buyer (the “Title Defect Arbitrator”), to cure resolve any remaining disagreements. If Seller and Buyer are unable to agree upon the designation of a Person as a Title Defect Arbitrator, they shall request the American Arbitration Association to appoint the Title Defect Arbitrator and such claimed defectsTitle Defect Arbitrator shall hear all matters submitted under this Section 2.7(c). (d) The Title Defect Arbitrator shall determine as promptly as practicable (but in any event within thirty (30) days following the date on which such dispute is referred to the Title Defect Arbitrator) the existence of any alleged Title Defect or the disputed Title Defect Amount, Tenant as the case may require, identified in the Notice of Disagreement and not previously resolved by the Parties. Each Party shall have set forth in writing its position regarding the option existence of each alleged Title Defect and each Title Defect Amount referred to the Title Defect Arbitrator for resolution, and the Title Defect Arbitrator shall be required to select the position of either one Party or the other with respect to each such Title Defect or Title Defect Amount, as the case may require. Each Party shall bear its own expenses and the fees and expenses of its own representatives and experts in connection with the preparation, review, dispute (if any) and final determination of any alleged Title Defects. Buyer, on the one hand, and Seller, on the other hand, shall share equally the costs, expenses and fees of the Title Defect Arbitrator. The determination of the Title Defect Arbitrator shall be final, conclusive and binding on the Parties and shall be enforceable in any court having jurisdiction. (e) As used in this Agreement, an “Agreed-Upon Title Defect” shall mean any of (i) accept title to the Premises subject to such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which Title Defect that is not a Permitted Exceptioncontested under any Notice of Disagreement timely given, or (ii) terminate a Title Defect that is mutually agreed upon by Buyer and rescind the exercise Seller or (iii) a Title Defect resulting from a determination of the Purchase Option Title Defect Arbitrator pursuant to Section 2.7(d) above. The date on which any Title Defect becomes an Agreed-Upon Title Defect pursuant to the foregoing is referred to as the “Title Defect Determination Date.” An “Agreed-Upon Title Defect Amount” shall mean any of (i) a Title Defect Amount that is not contested under any Notice of Disagreement timely given, (ii) a Title Defect Amount that is mutually agreed upon by Buyer and Seller or (iii) a Title Defect Amount resulting from a determination of the Sale Option, whichever is applicable, without any liability Title Defect Arbitrator pursuant to Landlord, and Tenant's right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter shall be terminatedSection 2.7(d) above.

Title Defects. The Premises shall be conveyed by standard warranty deedIf any Title Commitment or Survey discloses any (i) mortgages, subject to easements deeds of trust, financing statements, judgments, mechanic's liens, materialmen's liens, tax liens, or similar monetary liens, (ii) material encroachments, or (iii) other title exceptions or defects that materially and restrictions now adversely affect the future use or operation of recorda Property as a Sears brand retail store, including, without limitation, the rights sale of the public consumables and transactional merchandise (a "MATERIAL TITLE DEFECT"), Purchaser shall use commercially reasonable efforts to notify Seller in all streets writing of such Material Title Defect within ten (10) days after Purchaser's receipt of a Title Commitment and roads abutting the PremisesSurvey for a Property, liens for unpaid property taxes first coming due and payable but in no event later than forty five (45) days after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises Effective Date (the "Permitted ExceptionsTITLE REVIEW PERIOD"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen Seller shall have ten (1510) days after delivery of from the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days after receipt of such noticePurchaser's notice ("SELLER'S TITLE CURE ELECTION PERIOD") to elect whether to have the Material Title Defect removed or cured (or to commit to do the same), Landlord shall notify Tenant to the reasonable satisfaction of Landlord's election whether or not to cure any or all of such defectsPurchaser. In the event that Landlord shall be unable Seller elects, within Seller's Title Cure Election Period, not to remove or unwilling to cure any such claimed defectsMaterial Title Defect, Tenant Purchaser shall have the option option, within ten (10) days after the expiration of Seller's Title Cure Election Period, to either (i) accept title waive such Material Title Defect and proceed to the Premises subject to Closing for such claimed defects, Property in accordance with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exceptionthis Agreement, or (ii) terminate elect not to acquire such Property and rescind related Transferred Assets, in which event the exercise Property Termination Procedure shall apply. In the event Seller elects, within Seller's Title Cure Election Period, to remove or cure such Material Title Defect, Seller shall be entitled to a period ending on the later of (1) 30 days after the expiration of Seller's Title Cure Election Period, or (2) the Closing Date with respect to such Property, to remove or cure such Material Title Defect, upon which removal or cure the parties shall proceed to Closing for such Property in accordance with this Agreement. Any liens, encumbrances, title defects or other title exceptions disclosed in any Title Commitment or Survey and which do not constitute Material Title Defects (and any Material Title Defects which Purchaser elects to waive pursuant to this Section 6.2), shall be referred to herein as the "PERMITTED EXCEPTIONS". Notwithstanding the foregoing, Seller shall cause to be removed and discharged of record prior to Closing (i) any lien encumbering the Property and securing money borrowed by Seller, and (ii) any mechanic's lien, judgment lien or other lien securing a liquidated sum relating to work performed by or on behalf of Seller or otherwise required to be removed by Seller pursuant to the applicable Lease for such Property, provided that Seller shall not be required to remove or discharge at Closing any bona fide mechanic's liens, judgment liens or other liens (excluding judgment liens relating to non-appealable judgments) encumbering the Property and described in this clause (ii) if the aggregate amount of such liens exceeds five percent (5%) of the Purchase Option or the Sale Option, whichever is applicable, without any liability Price allocated to Landlordsuch Property, and Tenant's right if Seller so elects not to exercise remove and discharge such liens at Closing pursuant to this proviso, then Purchaser shall have the same rights (as set forth in the second sentence of this Section 6.2) as if Seller shall have elected not to cure a Material Title Defect, except that if Purchaser elects to waive such Material Title Defect and to proceed to Closing, the Purchase Option and Landlord's right Price allocated to exercise such Sale Option thereafter Property shall be terminatedreduced by five percent (5%).

Title Defects. The Premises On or before the date that is ten (10) Business Days following the Effective Date, Purchaser shall be conveyed by standard warranty deed, subject notify Seller of any material matters shown on the Title Commitment or Survey that render title to easements and restrictions now of record, the rights Property unmarketable or that would materially interfere with Purchaser’s intended use of the public in all streets and roads abutting Property that are not acceptable to Purchaser (such exceptions referred to herein as the Premises“Title Defects”). If any updates to the Title Commitment or Survey shall disclose any additional matters, liens for unpaid property taxes first coming due and payable after Purchaser shall have five (5) Business Days from the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days after receipt of such updates within which to notify Seller thereof, in which case any such matters for which Purchaser provides notice shall also be treated as “Title Defects” hereunder. Within five (5) Business Days following receipt of any such timely notice, Landlord shall notify Tenant of Landlord's election whether or not Seller may elect in its sole discretion, by written notice to Purchaser, to either (i) undertake at its expense to cure any such Title Defects prior to the Closing (the “Seller’s Election”), or all of (ii) not cure such defectsTitle Defects. In the event that Landlord Seller does not elect to cure such Title Defects pursuant to the immediately preceding sentence, Purchaser may, by notice to Seller within five (5) Business Days of the Seller’s Election, either (x) terminate this Agreement and all parties shall be unable relieved of any further obligations or unwilling liabilities hereunder, and the Deposit shall be returned to cure Purchaser, or (y) indicate to Seller that, notwithstanding the Title Defects described in this Section 5(c), Purchaser shall not terminate this Agreement as a result of such Title Defects (such Title Defects, as well as any such claimed defectsmatters shown in the Title Commitment or Survey to which Purchaser does not object as permitted herein, Tenant including specifically those matters in the Existing Title and Survey, being thereafter deemed as “Permitted Exceptions” hereunder); provided, however, that Purchaser’s failure to notify Seller of its intentions pursuant to this sentence shall have be deemed Purchaser’s intention to proceed hereunder. Notwithstanding anything contained herein to the option contrary, Seller shall be required to pay off at the Closing, (i) accept title all Indebtedness of Seller secured by the Property and (ii) all Indebtedness of Seller covering, relating to or secured by any other Purchased Assets or otherwise relating to the Premises subject Business, and to such claimed defectseither pay off or cause the Title Company to insure or endorse over any mechanic’s or materialmen’s liens for work or materials undertaken or acquired by or on behalf of Seller, with a credit any Lien against Seller, and any other exceptions or encumbrances to title that may be cleared through the payment of money (provided, however, Seller shall be entitled to utilize the Purchase Price in an amount necessary proceeds to discharge effectuate any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exception, or (ii) terminate and rescind the exercise all of the Purchase Option or the Sale Option, whichever is applicable, without any liability to Landlord, and Tenant's right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter shall be terminatedforegoing).