Common use of Title Defects Clause in Contracts

Title Defects. (a) If any exception to title shall appear in the REX ▇▇▇minal Title Commitment which would materially adversely affect SDC's use and enjoyment of the REX ▇▇▇minal for its operations or the operations of Spartan, and if SDC notifies REX ▇▇ its objection thereto within seven (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at REX's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause to be removed on the Closing Date). If REX ▇▇▇ll be unable or unwilling to cure or remove any such exception, REX ▇▇▇ll forthwith give written notice to SDC of REX's inability or unwillingness and SDC shall have the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven (7) days after receipt of such notice, either (a) to accept title to the REX ▇▇▇minal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date). If SDC shall be unable or unwilling to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have the option, exercisable within seven (7) days after receipt of such notice, either (a) to accept title to the SDC Terminal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreement.

Title Defects. The Partnership shall have the right to review the ------------- Title Commitments, UCC Searches or Surveys (aor any revision or update of any of them) If and to require the Sellers/Contributors to remove, correct, and cure any exception to title shall appear defects in the REX ▇▇▇minal Title Commitment which would materially adversely affect SDC's use and enjoyment title or other such matters relating to the title that the Partnership determines, in its sole discretion, are unacceptable (including, but not limited to, such title defects or other such matters that the Partnership or the Company may have been informed of or known about prior to the execution of this Agreement). The Partnership shall notify the Sellers/Contributors within ten (10) business days after the Partnership receives the last of the REX ▇▇▇minal Title Commitments, UCC Searches or Surveys, as the case may be for its operations Properties to be transferred in a Closing, of any such defects or matters that the operations of SpartanPartnership finds to be unacceptable, and if SDC notifies REX ▇▇ its objection thereto and, within seven (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at REX's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause to be removed on the Closing Date). If REX ▇▇▇ll be unable or unwilling to cure or remove any such exception, REX ▇▇▇ll forthwith give written notice to SDC of REX's inability or unwillingness and SDC shall have the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven (7) days after receipt of receiving such notice, either but not later than five days prior to such Closing Date (awhichever period is shorter), such Sellers/Contributors shall (i) as to any such exception or other matter of a nonmonetary nature, use reasonable efforts to remove, correct and cure such defects or such other matters, and (ii) as to any such defect or other matter of a monetary nature subject to Section 2.11.3, cause such lien or encumbrance or other matter to be discharged and released, or "bond off" or post money with the Partnership's Title Insurer, such that the Title Insurer will "insure over" the lien or claim in question in all cases to the reasonable satisfaction of the Partnership. If such Seller/Contributor fails to remove, correct and cure such defects or such other matters, the Partnership may, at its option and as its exclusive remedy, (x) terminate this Agreement, in which event this Agreement, without further action of the parties, shall become null and void and neither party shall have any further rights or obligations under this Agreement, (y) elect to accept title to such Property and discharge or release any liens, encumbrances or other matters of a monetary nature or which may otherwise be discharged, released or removed by the REX ▇▇▇minal subject payment of a monetary sum and reduce the Consideration Amount by the amount necessary to correct or cure such monetary liens, encumbrances or other matters, or (z) terminate this Agreement with respect to such exception(sProperty and reduce the Consideration Amount by the Consideration Amount for such Property with respect to which the Sellers/Contributors fail to correct and cure such defects or other such matters, provided that, if the acquisition cost as set -------- forth on Schedule 1.2(a) without modification or impairment of the Properties that the Partnership seeks to --------------- terminate pursuant to this clause (z) aggregate in excess of fifteen percent (15%) of the Aggregate Consideration Amount, Sellers/Contributors may, at their option and as their exclusive remedy terminate this Agreement, or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date). If SDC shall be unable or unwilling to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have the option, exercisable within seven (7) days after receipt of such notice, either (a) to accept title to the SDC Terminal subject to such exception(s) without modification or impairment of event this Agreement, without further action of the parties, shall become null and void and neither party shall have any further rights or (b) to terminate obligations under this Agreement. If the Partnership fails to make any such election, the Partnership shall be deemed to have elected the option contained in clause (z). Items identified in the Title Commitments, UCC Searches or Surveys to which the Partnership does not object shall be referred to as the "Scheduled Exceptions."

Title Defects. (a) If any exception to title shall appear in the REX ▇▇▇minal Title Commitment which would materially adversely affect SDC's use and enjoyment of the REX ▇▇▇minal for its operations or the operations of Spartan, and if SDC notifies REX ▇▇ its objection thereto within seven (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title to any of the Properties (including Additional Properties), other than Permitted Exceptions, or any other title or survey matter which does not conform to the requirements of this Agreement with respect to any of the Properties or Additional Properties, Acquiror shall so notify Contributor and Contributor may, at its election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that other than (i) final, unappealable judgments against an Owner, (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount, other than the mortgages securing the Existing Indebtedness, (iii) defects, objections or exceptions which can be removed by payments not to exceed $25,000 for each Property including each Additional Property and not to exceed $100,000 in the aggregate for all title defects, and (iv) payments to the mortgagees which are currently required pursuant to existing loan documents in order to cause the mortgagees to consent to Acquiror assuming the Assumed Indebtedness, and except as provided below, Contributor shall have a period no obligation to incur any expense or bring any action in connection with curing such defects, objections or exceptions. Other than the items described in (i) through (iv) above, which Contributor agrees to cure at its sole cost and expense without regard to the cost thereof (other than as expressly set forth in item (iii)), if after complying with the foregoing requirements, Contributor is unable to or elects not exceeding fifteen (15) days from to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before the date of such notice which is at least two (2) business days prior to cure or remove such exception at REX's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause to be removed on the Closing Date). If REX ▇▇▇ll be unable , the Second Closing Date or unwilling the Option Closing Date, as the case may be, Acquiror may elect either to cure or remove any such exception, REX ▇▇▇ll forthwith give (x) terminate this Agreement by giving written notice to SDC of REX's inability or unwillingness and SDC Contributor (a "Termination Notice") and, upon such election, Acquiror shall have immediately receive from Escrowee the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven Money, in which event this Agreement, without further action of the parties hereto, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Section 9B (7the "Surviving Indemnities"); (y) days after receipt accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of the consideration to be given to Contributor hereunder; or (z) pursuant and subject to Section 10, delete and eliminate from this Agreement any or all of the affected Properties or Additional Properties, at Acquiror's sole election, and with respect to such noticeProperties or Additional Properties not so deleted, either (a) elect to accept title to the REX ▇▇▇minal subject to such exception(s) without modification unacceptable defects, objections or impairment of this Agreement, exceptions and receive no credit against or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment reduction of the SDC Terminal for its operationsconsideration to be given to Contributor hereunder. If Acquiror fails to make any such election, and if REX ▇▇▇ifies SDC of elects not to pursue its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitmentother rights and remedies as aforesaid, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date). If SDC Acquiror shall be unable or unwilling deemed to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have the option, exercisable within seven elected option (7x) days after receipt of such notice, either (a) to accept title to the SDC Terminal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreementabove.

Title Defects. (a) 4.3.1. If any exception the Title Insurer is not prepared to title shall appear in issue the REX ▇▇▇minal Title Commitment which would materially adversely affect SDCOwner's use and enjoyment Policy at Closing, consistent with the provisions of the REX ▇▇▇minal for its operations or the operations of Spartanthis Agreement, and if SDC notifies REX ▇▇ its Seller shall elect (or shall be required under Subsection 4.3.2 below) to attempt to remove any defect in or objection thereto within seven to title or to fulfill any condition, then Seller will be entitled, upon written notice delivered to Purchaser at least two (72) business days following its receipt of prior to the REX ▇▇▇minal Title CommitmentClosing Date, REX ▇▇▇ll have to adjourn the Closing Date one or more times, for a period not exceeding fifteen to exceed sixty (1560) days from in the date aggregate, to enable Seller to take such action as may be required to cause the Title Insurer to issue the Owner's Policy in accordance with the provisions of such notice to cure or remove such exception at REX's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause to be removed on the Closing Date)this Agreement. If REX ▇▇▇ll be unable Seller does not so elect to adjourn the Closing, or unwilling if at the adjourned date(s) the Title Insurer is not prepared to cure or remove any such exceptionissue the Owner's Policy in accordance with the provisions of this Agreement, REX ▇▇▇ll forthwith give either party may terminate this Agreement, by written notice to SDC of REX's inability or unwillingness the other party hereto, and SDC the parties shall have direct Escrowee to return the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven (7) days after receipt of such notice, either Money Deposit to Purchaser and neither party will have any obligations under this Agreement except for those provisions which specifically survive the termination hereof. (a) If Seller elects to accept adjourn the Closing as provided above, this Agreement shall remain in effect for the period or periods of adjournment in accordance with its terms. In no event, however, shall Seller be required to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to fulfill any condition or to expend any moneys therefor, nor shall Purchaser have any right of action against Seller therefor, at law or in equity, for damages or specific performance; provided, however, that if an examination of title indicates the existence of one or more (i) liens or encumbrances or (ii) mechanics' liens created as a result of work performed at the Property on behalf of Tenant prior to the REX ▇▇▇minal subject Closing Date which as to (i) and (ii), are in liquidated amounts and can be removed or discharged by payment of a sum of money ("INVOLUNTARY MONETARY AND MECHANICS' LIENS") which is not in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) (the "CURE AMOUNT") in the aggregate, and if such exception(sremoval or discharge can reasonably be expected to be accomplished prior to the Closing Date initially provided for in Section 1.1. hereof or within a period of sixty (60) days thereafter or such longer period of time as Purchaser may approve, Seller agrees to take such action as is reasonably required in order to remove or discharge such lien or encumbrance and, if required, to adjourn the Closing Date for the period required for such purpose. Seller will be deemed to have satisfied the foregoing requirement with respect to any Involuntary Monetary and Mechanics' Liens, provided that on the Closing Date the Title Insurer will issue or bind itself to issue the Title Commitment without modification additional premium (unless Seller shall pay such premium) which will (i) insure Purchaser against collection of such Involuntary Monetary and Mechanics' Liens or impairment enforcement thereof against the Property and (ii) agree to issue a title commitment to any subsequent mortgagee or purchaser of this Agreementthe Property from Purchaser, which commitment will insure such mortgagee or (b) to terminate this Agreementpurchaser against collection of such Involuntary Monetary and Mechanics' Liens out of the Property or enforcement thereof against the Property without any additional premium. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operationsIn addition, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title CommitmentSeller will, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' as to the amount thereof and materialmen's liensat its sole cost and expense, which SDC shall cause to be removed on at or prior to the Closing Date). If SDC shall be unable (i) all mortgages, assignments of leases and rents, financing statements and deeds of trust whether created prior to or unwilling after the date hereof, (ii) judgments or tax liens (other than real estate tax liens which are addressed in Section 6.4. 1.) against the Property resulting from Seller's failure to cure or remove pay any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have the option, exercisable within seven (7) days after receipt obligation of such notice, either (a) to accept title to the SDC Terminal subject to such exception(s) without modification or impairment of this Agreement, Seller or (biii) to terminate this Agreement.voluntary liens or encumbrances (including mechanics' liens filed against landlord for work

Title Defects. The Partnership shall have the right to review the Title Commitments, UCC Searches or Surveys (aor any revision or update of any of them) If and to require the Seller to remove, correct, and cure any exception to title shall appear defects in the REX ▇▇▇minal title or other such matters relating to the title that the Partnership determines, in its sole discretion, are unacceptable. The Partnership shall notify the Sellers in writing within ten (10) business days after the Partnership receives the Title Commitment which would materially adversely affect SDC's use and enjoyment Commitments, UCC Searches or Surveys, as the case may be, of any such defects or matters that the REX ▇▇▇minal for its operations or the operations of SpartanPartnership finds to be unacceptable, and if SDC notifies REX ▇▇ its objection thereto and, within seven sixty (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period not exceeding fifteen (1560) days from the date receipt of notice, such notice Sellers shall, (i) as to cure or remove any such exception at REX's expense or other matter of a nonmonetary nature, use reasonable efforts to remove, correct and cure such defects or such other matters, and (except for ii) as to any such defect or other matter of a monetary nature, cause such lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause or encumbrance or other matter to be removed on discharged and released, in each case to the Closing Date)reasonable satisfaction of the Partnership. If REX ▇▇▇ll be unable such Seller fails to remove, correct and cure such defects or unwilling to cure or remove any such exceptionother matters, REX ▇▇▇ll forthwith give written notice to SDC the Partnership may, at its option and as its exclusive remedy, (x) terminate this Agreement, in which event this Agreement, without further action of REX's inability or unwillingness the parties, shall become null and SDC void and neither party shall have any further rights or obligations under this Agreement, (y) terminate this Agreement with respect to such Property and reduce the optionAggregate Purchase Price by the Purchase Price for such Property with respect to which the Seller fails to correct and cure such defects or other such matters, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven or (7z) days after receipt of such notice, either (a) elect to accept title to the REX ▇▇▇minal subject to such exception(s) without modification Property and discharge or impairment of this Agreement, or (b) to terminate this Agreement. (b) If release any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause encumbrances or other matters of a monetary nature and reduce the Aggregate Purchase Price by the amount necessary to be removed on the Closing Date)correct or cure such monetary liens, encumbrances or other matters. If SDC the Partnership fails to make any such election, the Partnership shall be unable or unwilling deemed to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have elected the option, exercisable within seven option contained in clause (7) days after receipt of such notice, either (a) to accept title to the SDC Terminal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreementy).

Title Defects. The Partnership shall have the right to review the ------------- Title Commitments, UCC Searches or Surveys (aor any revision or update of any of them) If and to require the Seller to remove, correct, and cure any exception to title shall appear defects in the REX ▇▇▇minal title or other such matters relating to the title that the Partnership determines, in its sole discretion, are unacceptable. The Partnership shall notify the Sellers in writing within ten (10) business days after the Partnership receives the Title Commitment which would materially adversely affect SDC's use and enjoyment Commitments, UCC Searches or Surveys, as the case may be, of any such defects or matters that the REX ▇▇▇minal for its operations or the operations of SpartanPartnership finds to be unacceptable, and if SDC notifies REX ▇▇ its objection thereto and, within seven sixty (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period not exceeding fifteen (1560) days from the date receipt of notice, such notice Sellers shall, (i) as to cure or remove any such exception at REX's expense or other matter of a nonmonetary nature, use reasonable efforts to remove, correct and cure such defects or such other matters, and (except for ii) as to any such defect or other matter of a monetary nature, cause such lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause or encumbrance or other matter to be removed on discharged and released, in each case to the Closing Date)reasonable satisfaction of the Partnership, except that such Seller shall not be required to expend more than $100,000 with respect thereto. If REX ▇▇▇ll be unable such Seller fails to remove, correct and cure such defects or unwilling to cure or remove any such exceptionother matters, REX ▇▇▇ll forthwith give written notice to SDC the Partnership may, at its option and as its exclusive remedy, (x) terminate this Agreement, in which event this Agreement, without further action of REX's inability or unwillingness the parties, shall become null and SDC void and neither party shall have any further rights or obligations under this Agreement, (y) terminate this Agreement with respect to such Property and reduce the optionAggregate Purchase Price by the Purchase Price for such Property with respect to which the Seller fails to correct and cure such defects or other such matters, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven or (7z) days after receipt of such notice, either (a) elect to accept title to such Property and discharge or release any liens, encumbrances or other matters of a monetary nature or which may otherwise be discharged, released or removed by the REX ▇▇▇minal subject payment of a monetary sum and reduce the Aggregate Purchase Price by the lesser of (a) the amount necessary to correct or cure such exception(s) without modification monetary liens, encumbrances or impairment of this Agreement, other matters or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date)$100,000. If SDC the Partnership fails to make any such election, the Partnership shall be unable or unwilling deemed to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have elected the option, exercisable within seven option contained in clause (7) days after receipt of such notice, either (a) to accept title to the SDC Terminal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreementy).

Title Defects. After the Due Diligence Date, if any revision or update of any Title Commitment or Survey, including the new preliminary title reports, Title Commitments and Surveys obtained pursuant to Section 4(C) above, discloses exceptions to title other than Permitted Exceptions, Purchaser shall so notify Seller on or before the fifth (a5th) If business day after receipt of same, or at Closing, if less than five (5) business days remain from receipt of same and Closing (the "Objection Cut Off Date"), time being of the essence, and Seller, or a Joint Venture, as applicable, shall have until Closing (and may adjourn the Closing for such reasonable periods, not to exceed sixty (60) days in the aggregate) to have each such exception that is not a Permitted Exception to title removed or corrected in each case to the reasonable satisfaction of Purchaser, but subject to Section 4(E). Nothing herein shall require Seller or the Joint Ventures or any of their Subsidiaries to (i) bring any action or proceeding to remove any exception to title shall appear that is not a Permitted Exception or (ii) take any steps, or otherwise incur any expense, in excess of $100,000 for any one Property and $400,000 in the REX ▇▇▇minal aggregate for all Properties (such cap amounts collectively, the "Title Commitment which would materially adversely affect SDC's use and enjoyment of the REX ▇▇▇minal for its operations Violations Cure Cap") to remove any exception that is not a Permitted Exception (except that Seller or the operations of Spartana Joint Venture, as applicable, shall be obligated to remove any and if SDC notifies REX ▇▇ its objection thereto within seven (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period not exceeding fifteen (15) days from all liens voluntarily placed by Seller or such Joint Venture or their respective Subsidiaries against any Property after the date of such notice to cure or the applicable Title Commitment in violation of this Agreement and shall remove such exception at REX's expense any other exceptions that are not Permitted Exceptions that: (except I) are for any lien for liquidated amounts, (II) can be removed by the mere payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause (III) would cost not more than the Title and Violations Cure Cap to be removed on the Closing Dateremove). Any exception to title which Purchaser does not raise on or before the Objection Cut Off Date shall be deemed a Permitted Exception. If REX ▇▇▇ll be unable Seller or unwilling a Joint Venture, as applicable, fails to cure have each such exception that is not a Permitted Exception removed or remove any such exceptioncorrected at or prior to Closing (as adjourned), REX ▇▇▇ll forthwith give written notice to SDC of REX's inability or unwillingness Purchaser may at its sole and SDC shall have the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven exclusive option at Closing (7) days after receipt of such noticeas adjourned), either (a) terminate this Agreement by written notice to accept title to Seller and the REX ▇▇▇minal subject to such exception(s) without modification Joint Ventures, whereupon all rights and obligations hereunder of each party shall cease and terminate and be of no further force or impairment effect except those rights and obligations hereunder that expressly survive the termination of this Agreement, or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date). If SDC shall be unable or unwilling to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have the option, exercisable within seven (7) days after receipt of such notice, either (a) elect to accept title to the SDC Terminal subject to such exception(s) Property as it then is without modification or impairment of this Agreementany reduction in, abatement of, or credit against the Purchase Price and such exceptions shall be deemed Permitted Exceptions; if Purchaser fails to make either such election at Closing, Purchaser shall be deemed to have elected option (b) to terminate this Agreement).

Title Defects. (a) If any exception to title shall appear in the REX ▇▇▇minal Title Commitment which would materially adversely affect SDC's use and enjoyment of the REX ▇▇▇minal for its operations or the operations of Spartan, and if SDC notifies REX ▇▇ its objection thereto within seven (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period the UCC Searches or the Survey (or any revision or update of any of them) with respect to any Individual Property discloses exceptions to title other than Permitted Exceptions or any other matter which does not exceeding conform to the requirements of this Agreement, Purchaser shall so notify the Sellers within fifteen (15) business days from of Purchaser's receipt of all of the date Title Commitments (including copies of all of the documents referenced in said Title Commitments), UCC Searches and Survey for each Individual Property and the Sellers shall have five (5) business days to agree to have each such notice unpermitted exception to cure title removed or remove correct each such exception at REX's expense (except for any lien for other matter, in each case to the payment satisfaction of moneyPurchaser, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause to be removed on or before the Closing Date). If REX ▇▇▇ll be unable the Sellers do not agree to remove or unwilling to cure or remove correct any such exceptionexception or other matter within the time specified or the applicable Sellers fail to have each such unpermitted exception removed or correct each such other matter as aforesaid, REX ▇▇▇ll forthwith give Purchaser may, at its option, either (i) terminate this Agreement upon written notice to SDC of REX's inability or unwillingness the Sellers and SDC shall have immediately receive from Escrowee the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven Money, in which event this Agreement, without further action of the parties, shall become null and void and no party shall have any further rights or obligations under this Agreement, or (7ii) days after receipt of such notice, either (a) elect to accept title to the REX ▇▇▇minal subject Individual Property as it then is with the right to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days deduct from the date Purchase Price a sum equal to the amount required to discharge liens or encumbrances of such notice to cure a definite or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date)ascertainable amount. If SDC Purchaser fails to make either such election, Purchaser shall be unable or unwilling deemed to cure or remove any such exception, SDC have elected option (i) above. The rights and remedies of Purchaser set forth in this Section 4(C) shall forthwith give written notice be the exclusive rights and remedies available to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have the option, exercisable within seven (7) days after receipt of such notice, either (a) Purchaser with respect to accept title unpermitted exceptions to the SDC Terminal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreementtitle. 5.

Title Defects. (a) If Buyer shall notify Seller of any exception to title shall appear in the REX ▇▇▇minal Title Commitment which would materially adversely affect SDC's use and enjoyment of the REX ▇▇▇minal for its operations Encumbrances or the operations of Spartan, and if SDC notifies REX ▇▇ its objection thereto Survey matters Buyer reasonably finds objectionable within seven (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at REX's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause to be removed on the Closing Date). If REX ▇▇▇ll be unable or unwilling to cure or remove any such exception, REX ▇▇▇ll forthwith give written notice to SDC of REX's inability or unwillingness and SDC shall have the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven (7) 30 days after receipt of such notice, either (a) to accept title to the REX ▇▇▇minal subject to such exception(s) without modification Commitment or impairment of this Agreement, or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date). If SDC shall be unable or unwilling to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have the option, exercisable within seven (7) 30 days after receipt of the Survey as the case may be, and Seller shall have until Closing to use its reasonable efforts to remove such noticeEncumbrances or cure such Survey matters as are susceptible of being removed or cured (whether by removal of the defect or insuring against the same in the Title Policy) and Seller shall not, however, be required to institute any court action to attempt to remove such objection or objections, nor shall Seller be required to expend any monies in excess of One Thousand Dollars ($1,000.00) to attempt to remove such objection or objections. If Seller does not so remove such Encumbrances or cure such Survey matters, then Buyer shall have the option of either (ai) waiving its objection(s) and completing this transaction and accepting such title as Seller is able to accept title to convey, without reduction of the SDC Terminal subject to Purchase Price (unless such exception(s) without modification Encumbrances are liens or impairment of this Agreementencumbrances for ascertainable amounts, in which event the amounts thereof shall be deducted from the Purchase Price), or (bii) terminating this Contract, in which event neither party shall have any further obligation to terminate this Agreementthe other hereunder. Any Encumbrance not objected to by Buyer, or initially objected to but later accepted by Buyer, along with easements, reservations and restrictions of record, taxes, and assessments, general and special, not then due and payable, zoning laws, rights of the public in and to any parts of the Land in streets, roads and alleys shall be deemed a “Permitted Exception.”

Title Defects. (ai) If Except as otherwise expressly provided in this Section 4, Seller shall have no obligation to cause any exceptions or encumbrances which are not Permitted Encumbrances to be omitted or removed from any title insurance policies to be issued in connection with the sale of the Property. (ii) Buyer shall be deemed to have waived its right to object to any encumbrance or other title exception or matter pertaining to the Real Property unless Buyer shall have given Seller a specific written notice of its objection in Buyer’s reasonable discretion (based solely on a title shall appear or survey matter that would cause the applicable Parcel to not be rentable in the REX ordinary course of business) to any such matter (a “Title Objection Notice”) not later than five (5) days prior to the expiration of the Inspection Period. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in any Title Objection Notice (a “Title Objection”), except for Monetary Liens and Voluntary Liens (defined below). (iii) Upon Buyer’s failure to timely deliver a Title Objection Notice with respect to any encumbrance or other title exception or matter within the timeframe set forth above, such encumbrance or other title exception or matter shall thereafter be deemed a Permitted Encumbrance, except for the Monetary Liens and Voluntary Liens. (iv) Should Buyer timely deliver a Title Objection Notice to Seller as above provided, Seller shall have the right, at its sole option, upon written notice to Buyer within ten (10) Business Days of receipt of Buyer’s Title Objection Notice (if any) to elect either of the following: (A) to (1) use commercially reasonable efforts to remove or cure any Title Objection; or (2) provide OS National LLC, ▇▇▇minal Title Commitment which would materially adversely affect SDC's use and enjoyment of the REX ▇▇▇minal for its operations or the operations of Spartan, and if SDC notifies REX ▇▇ its objection thereto within seven (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at REX's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause to be removed on the Closing Date). If REX ▇▇▇ll be unable or unwilling to cure or remove any such exception, REX ▇▇▇ll forthwith give written notice to SDC of REX's inability or unwillingness and SDC shall have the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven ▇., ▇▇▇. ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇ ▇▇▇▇▇▇, Phone: ▇▇▇-▇▇▇-▇▇▇▇, Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (7the “Title Company”) such assurances as the Title Company requires to insure Buyer against any loss arising from such Title Objection (in either of which events such matter shall be a “Seller Cure Matter”), or (B) to elect neither of the elections referenced in Section 4(c)(iv)(A). Failure by Seller to deliver the notice described in clause (A) within said ten (10) Business-Day period shall be deemed an election to proceed under this clause (B). If Seller makes the election described in this clause (B), then Buyer shall have the election set forth in Section 4(e). (v) In the event Seller elects to use commercially reasonable efforts to cure a Title Objection pursuant to Section 4(c)(iv)(A)(1), and Seller is unable to cure such Title Objection on or before the date originally scheduled for Closing, then Seller shall have the right to defer the Closing from time to time (but in no event for more than twenty (20) days after receipt of the originally scheduled Closing Date) in order to provide Seller an opportunity to cure such notice, either Title Objection or to proceed under Section 4(c)(iv)(A)(2) (aprovided that the extension(s) to accept title to the REX ▇▇▇minal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven Closing Date pursuant to this clause (7A) days following its receipt of shall not cause the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from Closing Date to extend beyond the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Outside Closing Date). If SDC shall be In the event Seller is unable or unwilling to cure any Title Objection to which Seller elected to attempt to cure pursuant to Section 4(c)(iv)(A)(1) or remove any Section 4(c)(iv)(A)(2) on or before the date scheduled for Closing (as such exceptiondate may be extended as set forth above), SDC then Buyer shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have the option, exercisable within seven (7) days after receipt of such notice, either (a) to accept title to the SDC Terminal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreementelection set forth in Section 4(e).

Title Defects. (a) If any exception to title shall appear in the REX ▇▇▇minal Title Commitment which would materially adversely affect SDC's use and enjoyment of the REX ▇▇▇minal for its operations or the operations of Spartan, and if SDC notifies REX ▇▇ its objection thereto within seven (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period the UCC Searches or the Survey (or any revision or update of any of them) with respect to any Individual Property discloses exceptions to title other than Permitted Exceptions or any other matter which does not exceeding conform to the requirements of this Agreement, Purchaser shall so notify the Sellers within fifteen (15) business days from of Purchaser's receipt of all of the date Title Commitments (including copies of all of the documents referenced in said Title Commitments), UCC Searches and Survey for each Individual Property and the Sellers shall have five (5) business days to agree to have each such notice unpermitted exception to cure title removed or remove correct each such exception at REX's expense (except for any lien for other matter, in each case to the payment satisfaction of moneyPurchaser, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause to be removed on or before the Closing Date). If REX ▇▇▇ll be unable the Sellers do not agree to remove or unwilling to cure or remove correct any such exceptionexception or other matter within the time specified or the applicable Sellers fail to have each such unpermitted exception removed or correct each such other matter as aforesaid, REX ▇▇▇ll forthwith give Purchaser may, at its option, either (i) terminate this Agreement upon written notice to SDC of REX's inability or unwillingness the Sellers and SDC shall have immediately receive from Escrowee the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven Money, in which event this Agreement, without further action of the parties, shall become null and void and no party shall have any further rights or obligations under this Agreement, or (7ii) days after receipt of such notice, either (a) elect to accept title to the REX ▇▇▇minal subject Individual Property as it then is with the right to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days deduct from the date Purchase Price a sum equal to the amount required to discharge liens or encumbrances of such notice to cure a definite or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date)ascertainable amount. If SDC Purchaser fails to make either such election, Purchaser shall be unable or unwilling deemed to cure or remove any such exception, SDC have elected option (i) above. The rights and remedies of Purchaser set forth in this Section 4(C) shall forthwith give written notice be the exclusive rights and remedies available to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have the option, exercisable within seven (7) days after receipt of such notice, either (a) Purchaser with respect to accept title unpermitted exceptions to the SDC Terminal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreementtitle.

Title Defects. The Partnership shall have the right to review ------------- the Title Commitments, UCC Searches or Surveys (aor any revision or update of any of them) If and to require the Seller to remove, correct, and cure any exception to title shall appear defects in the REX ▇▇▇minal Title Commitment title or other such matters relating to the title that the Partnership determines, in its sole discretion, are unacceptable. The Partnership shall notify the Sellers of those matters listed on Schedule 3.1 that are acceptable, ------------ which would materially adversely affect SDC's use and enjoyment shall be referred to as the "Scheduled Exceptions." The Partnership shall notify the Sellers within ten (10) business days after the Partnership receives the last of the REX ▇▇▇minal for its operations Title Commitments, UCC Searches or Surveys, as the operations case may be, of Spartan, and if SDC notifies REX ▇▇ its objection thereto within seven (7) days following its receipt of any such defects or matters that the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at REX's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause Partnership finds to be removed on unacceptable, and, prior to the Closing Date), such Sellers shall, (i) as to any such exception or other matter of a nonmonetary nature, use reasonable efforts to remove, correct and cure such defects or such other matters, and (ii) as to any such defect or other matter of a monetary nature, cause such lien or encumbrance or other matter to be discharged and released, in each case to the reasonable satisfaction of the Partnership, except that such Seller shall not be required to expend more than $100,000 with respect thereto. If REX ▇▇▇ll be unable such Seller fails to remove, correct and cure such defects or unwilling to cure or remove any such exceptionother matters, REX ▇▇▇ll forthwith give written notice to SDC the Partnership may, at its option and as its exclusive remedy, (x) terminate this Agreement, in which event this Agreement, without further action of REX's inability or unwillingness the parties, shall become null and SDC void and neither party shall have any further rights or obligations under this Agreement, (y) terminate this Agreement with respect to such Property and reduce the optionAggregate Purchase Price by the Purchase Price for such Property with respect to which the Seller fails to correct and cure such defects or other such matters, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven or (7z) days after receipt of such notice, either (a) elect to accept title to such Property and discharge or release any liens, encumbrances or other matters of a monetary nature or which may otherwise be discharged, released or removed by the REX ▇▇▇minal subject payment of a monetary sum and reduce the Aggregate Purchase Price by the lesser of (a) the amount necessary to correct or cure such exception(s) without modification monetary liens, encumbrances or impairment of this Agreement, other matters or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date)$100,000. If SDC the Partnership fails to make any such election, the Partnership shall be unable or unwilling deemed to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have elected the option, exercisable within seven option contained in clause (7) days after receipt of such notice, either (a) to accept title to the SDC Terminal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreementy).

Title Defects. The Partnership shall have the right to review the Title Commitments, UCC Searches or Surveys (aor any revision or update of any of them) If and to require the Contributor to remove, correct, and cure any exception to title shall appear defects in the REX ▇▇▇minal Title Commitment which would materially adversely affect SDC's use title or other such matters relating to the title that the Partnership determines, in its sole discretion, are acceptable and enjoyment those that are unacceptable. The Partnership shall notify the Contributors of the REX ▇▇▇minal for its operations or the operations of Spartan, and if SDC notifies REX ▇▇ its objection thereto within seven (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at REX's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liensthose matters listed on Schedule 5.1 that are acceptable, which REX ▇▇▇ll cause shall be referred to as the "Scheduled Exceptions." The Partnership shall notify the Contributors within ten (10) business days after the Partnership receives the Title Commitments, UCC Searches or Surveys, as the case may be, of any such defects or matters that the Partnership finds to be removed on unacceptable, and, prior to the Closing Date), such Contributors shall, (i) as to any such exception or other matter of a nonmonetary nature, use reasonable efforts to remove, correct and cure such defects or such other matters, and (ii) as to any such defect or other matter of a monetary nature, cause such lien or encumbrance or other matter to be discharged and released, in each case to the reasonable satisfaction of the Partnership; except that such Contributor shall not be required to expend more than $50,000 with respect thereto. If REX ▇▇▇ll be unable such Contributor fails to remove, correct and cure such defects or unwilling to cure or remove any such exceptionother matters, REX ▇▇▇ll forthwith give written notice to SDC the Partnership may, at its option and as its exclusive remedy, (x) terminate this Agreement, in which event this Agreement, without further action of REX's inability or unwillingness the parties, shall become null and SDC void and neither party shall have any further rights or obligations under this Agreement, (y) terminate this Agreement with respect to such Property and reduce the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven (7) days after receipt number of Units to be issued by the Contributors to the Contribution Value of such noticeProperty, either or (az) elect to accept title to such Property and discharge or release any liens, encumbrances or other matters of a monetary nature or which may otherwise be discharged, released or removed by the REX ▇▇▇minal subject payment of a monetary sum and deduct from the number of Initial Units issuable to the Contributors the number of Units that is equal to the lesser of (a) the quotient of such exception(saggregate monetary sums paid by the Partnership for the correction, removal and cure of such defects and other matters (plus expenses in connection therewith) without modification or impairment of this Agreementdivided by the Market Price, or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date)$50,000. If SDC the Partnership fails to make any such election, the Partnership shall be unable or unwilling deemed to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have elected the option, exercisable within seven option contained in clause (7) days after receipt of such notice, either (a) to accept title to the SDC Terminal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreementy).