HEREOF AS EXHIBIT I;
(B)
THE LEASES;
(C)
THE CONTRACTS;
(D)
THE GROUND LEASE; AND
(E)
THE MORTGAGE LOAN, NOTE, MORTGAGE AND OTHER
LOAN DOCUMENTS.
7.2.
ACQUIRER HAS ORDERED, RECEIVED AND DELIVERED
TO TRANSFERORS' COUNSEL A COMMITMENT FOR AN OWNER'S LEASEHOLD TITLE INSURANCE
POLICY WITH RESPECT TO THE LEASEHOLD ESTATE (TITLE NO. LT040266 EFFECTIVE DATE:
JUNE 1, 2004) (THE "TITLE COMMITMENT") FROM LAWYERS TITLE INSURANCE CORPORATION
(THE "TITLE COMPANY").
ACQUIRER SHALL ACCEPT SUCH TITLE AS THE TITLE
17
COMPANY IS WILLING TO APPROVE AND INSURE, SUBJECT ONLY TO THE PERMITTED
ENCUMBRANCES AND TO STANDARD PRINTED EXCEPTIONS IN AN ALTA FORM OF POLICY AT
STANDARD RATES.
IF THE TITLE COMMITMENT INDICATES THE EXISTENCE OF ANY LIENS,
ENCUMBRANCES OR OTHER DEFECTS OR EXCEPTIONS IN OR TO TITLE TO THE PROPERTY OTHER
THAN THE PERMITTED ENCUMBRANCES (COLLECTIVELY, THE "UNACCEPTABLE ENCUMBRANCES")
SUBJECT TO WHICH ACQUIRER IS UNWILLING TO ACCEPT TITLE AND ACQUIRER GIVES
TRANSFERORS NOTICE OF THE SAME WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE THIS
AGREEMENT IS FULLY EXECUTED AND DELIVERED TO ACQUIRER, TRANSFERORS SHALL
UNDERTAKE TO ELIMINATE SAME SUBJECT TO SECTION 7.3 BELOW.
ACQUIRER HEREBY
WAIVES ANY RIGHT ACQUIRER MAY HAVE TO ADVANCE AS OBJECTIONS TO TITLE OR AS
GROUNDS FOR ACQUIRER'S REFUSAL TO CLOSE THIS TRANSACTION ANY UNACCEPTABLE
ENCUMBRANCE WHICH ACQUIRER DOES NOT NOTIFY TRANSFERORS OF WITHIN SUCH FIVE (5)
BUSINESS DAY PERIOD UNLESS (A) SUCH UNACCEPTABLE ENCUMBRANCE WAS FIRST RAISED BY
THE TITLE COMPANY SUBSEQUENT TO THE DATE OF THE TITLE COMMITMENT OR ACQUIRER
SHALL OTHERWISE FIRST DISCOVER SAME OR BE ADVISED OF SAME SUBSEQUENT TO THE DATE
OF THE TITLE COMMITMENT, AND (B) ACQUIRER SHALL NOTIFY TRANSFERORS OF THE SAME
WITHIN FIVE (5) BUSINESS DAYS AFTER ACQUIRER FIRST BECOMES AWARE OF SUCH
UNACCEPTABLE ENCUMBRANCE (FAILURE TO SO NOTIFY TRANSFERORS SHALL BE DEEMED TO BE
A WAIVER BY ACQUIRER OF ITS RIGHT TO RAISE SUCH UNACCEPTABLE ENCUMBRANCE AS AN
OBJECTION TO TITLE OR AS A GROUND FOR ACQUIRER'S REFUSAL TO CLOSE THIS
TRANSACTION).
TRANSFERORS, IN THEIR SOLE DISCRETION, MAY ADJOURN THE CLOSING
ONE OR MORE TIMES FOR UP TO SIXTY (60) DAYS IN THE AGGREGATE IN ORDER TO
ELIMINATE UNACCEPTABLE ENCUMBRANCES.
IF TRANSFERORS ARE UNABLE (SUBJECT TO
SECTION 7.3 BELOW) TO ELIMINATE ALL UNACCEPTABLE ENCUMBRANCES NOT WAIVED BY
ACQUIRER ON OR BEFORE THE CLOSING DATE, AS THE SAME MAY BE ADJOURNED IN
ACCORDANCE WITH THE PRECEDING SENTENCE, OR ARRANGE FOR THE TITLE COMPANY TO OMIT
SUCH UNACCEPTABLE ENCUMBRANCES FROM ACQUIRER'S TITLE COMMITMENT, ACQUIRER SHALL
ELECT ON THE CLOSING DATE, AS THE SAME MAY BE ADJOURNED, EITHER TO (I) TERMINATE
THIS AGREEMENT BY NOTICE GIVEN TO TRANSFERORS PURSUANT TO SECTION 19.1, IN WHICH
EVENT THE PROVISIONS OF SECTION 19.1 SHALL APPLY OR (II) ACCEPT THE MEMBERSHIP
INTERESTS NOTWITHSTANDING SUCH UNACCEPTABLE ENCUMBRANCES AND RECEIVE NO CREDIT
AGAINST, OR REDUCTION OF, THE CONSIDERATION.
7.3.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH IN THIS SECTION 7 OR ELSEWHERE IN THIS AGREEMENT, TRANSFERORS SHALL NOT BE
OBLIGATED TO BRING ANY ACTION OR PROCEEDING, MAKE ANY PAYMENTS OR OTHERWISE
INCUR ANY EXPENSE IN ORDER