SUBSEQUENT TITLE OBJECTION PRIOR TO THE
CLOSING DATE.
AS USED HEREIN, "MANDATORY REMOVAL OBJECTION" MEANS ANY TITLE
OBJECTION CONSISTING OF (I) A MORTGAGE LIEN AGAINST A PROPERTY, BUT EXPRESSLY
EXCLUDING LIENS RELATED TO THE ASSUMED MORTGAGE DEBT (AND THE SATISFIED MORTGAGE
DEBT IF THE SAME CONTINUES TO ENCUMBER THE PROPERTIES AFTER THE CLOSING), (II) A
LIEN OR ENCUMBRANCE ARISING BY LEGAL PROCESS AS A RESULT OF A JUDGMENT HAVING
BEEN ENTERED AGAINST A PROPERTY OWNER, (III) A LIEN OR ENCUMBRANCE ARISING BY
LEGAL PROCESS IN RESPECT OF DELINQUENT REAL ESTATE TAXES AND/OR ASSESSMENTS,
(IV) ANY MECHANIC'S OR MATERIALMAN'S LIEN, BUT SPECIFICALLY EXCLUDING ANY
PERMITTED EXCEPTION (IT BEING AGREED THAT IF SELLER ELECTS TO REMOVE ANY SUCH
LIEN AS DESCRIBED IN CLAUSE (B) OF THE DEFINITION OF "REMOVE", SELLER SHALL BE
ENTITLED TO CONTROL THE RESOLUTION OF THE DISPUTE TO WHICH THAT LIEN RELATES
FOLLOWING THE CLOSING AND PURCHASER WILL USE COMMERCIALLY REASONABLE EFFORTS TO
COOPERATE AND CAUSE ITS AFFILIATES TO COOPERATE WITH THE APPLICABLE PROPERTY
OWNER IN THOSE EFFORTS AT NO COST TO PURCHASER) AND (V) ANY OTHER ENCUMBRANCE
GRANTED BY SELLER OR A PROPERTY OWNER IN VIOLATION OF ARTICLE IV.
IN ADDITION,
SELLER AGREES TO NOTIFY PURCHASER WHETHER OR NOT IT WILL BE SEEKING TO CURE EACH
INITIAL TITLE OBJECTION, EACH INITIAL SURVEY OBJECTION AND EACH SUBSEQUENT TITLE
OBJECTION, IF ANY, (SUCH OBJECTIONS HEREINAFTER COLLECTIVELY REFERRED TO AS
"TITLE OBJECTIONS") ALL AS CONTEMPLATED IN SECTION 3.2(C).
WITH RESPECT TO ANY
TITLE OBJECTION WHICH SELLER NOTIFIES PURCHASER IT ELECTS TO CURE, THEN, ON OR
BEFORE THE CLOSING DATE, SELLER AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO
REMOVE SUCH TITLE OBJECTION. AS USED IN THIS AGREEMENT, THE TERM "REMOVE" MEANS
THAT SELLER WILL (A) TAKE SUCH ACTIONS AS ARE NECESSARY TO ELIMINATE (OF RECORD
OR OTHERWISE, AS APPROPRIATE) THE TITLE OBJECTION, (B) CAUSE THE TITLE COMPANY
TO REMOVE THE TITLE OBJECTION AS AN EXCEPTION TO TITLE IN THE TITLE POLICY OR TO
AFFIRMATIVELY INSURE AGAINST THE SAME, IN EACH CASE WITHOUT ANY ADDITIONAL COST
TO PURCHASER (ABOVE CUSTOMARY TITLE INSURANCE PREMIUMS), WHETHER SUCH INSURANCE
IS MADE AVAILABLE IN CONSIDERATION OF PAYMENT, BONDING, INDEMNITY OF SELLER OR
OTHERWISE, OR (C) DELIVER SUFFICIENT FUNDS TO THE TITLE COMPANY WITH
INSTRUCTIONS FOR THE TITLE COMPANY TO APPLY SUCH FUNDS TO DISCHARGE FULLY THE
TITLE OBJECTION, TOGETHER WITH SUCH INSTRUMENTS, IN RECORDABLE FORM, AS ARE
NECESSARY TO ENABLE THE TITLE COMPANY TO DISCHARGE THE TITLE OBJECTION OF RECORD
AND AS AN EXCEPTION TO TITLE IN THE TITLE POLICY AND FUNDS NECESSARY TO COVER
THE FEES AND EXPENSES OF THE TITLE COMPANY FOR DISCHARGING THE CLAIM AND
RECORDING OR FILING SUCH INSTRUMENTS AND THE TITLE COMPANY IN FACT REMOVES THE
TITLE OBJECTION AS AN EXCEPTION TO TITLE IN THE TITLE POLICY. FOR PURPOSES OF
THIS AGREEMENT, AND WITHOUT INTENDING TO EXPAND THE MEANING OF THE PHRASE
"COMMERCIALLY REASONABLE EFFORTS", THE PARTIES ACKNOWLEDGE THAT COMMERCIALLY
REASONABLE EFFORTS WILL NOT BE INTERPRETED AS REQUIRING THE INITIATION OR
SETTLEMENT OF LITIGATION, DISPROPORTIONATE PAYOUTS TO ANY PARTNERS OR OTHER
EQUITY