Coach 2013 Annual Report Download - page 492

(i) any other matter which, pursuant to the terms of the Agreement or these Purchase Option Terms, is a Permitted
Exception.
(ii) At the Purchase Closing, good and insurable title to the Premises shall be conveyed to Optionee in fee simple absolute, subject
only to Permitted Exceptions.
5. Title Insurance and Title Objections.
(i) At least forty-five (45) days prior to the scheduled Purchase Closing Date, Optionee may obtain, at Optionee’s expense, a title
commitment (a “Title Commitment”) with respect to the Premises from a nationally recognized title insurance company licensed to do business in the state of
New York selected by Optionee (the “Title Insurer”). If Optionee elects to obtain a Title Commitment, Optionee shall instruct the Title Insurer to deliver a copy
of the Title Commitment and all updates to the Title Commitment (each, a “Title Update”) to Optionor simultaneously with its delivery of the same to
Optionor.
(ii) No later than thirty (30) days prior to the scheduled Purchase Closing Date, Optionee may furnish to Optionor a written statement
setting forth any exceptions to title appearing in the Title Commitment (each, a “ Commitment Exception”) to which Optionee objects and which are not
Permitted Exceptions (the “Title Objections”). In addition, if prior to the scheduled Purchase Closing Date, any Title Update discloses any additional
exceptions to title that are not Permitted Exceptions (each, an “ Update Exception”), then Optionee shall have until the earlier of (x) ten (10) Business Days after
delivery by the Title Insurer of the Title Update or (y) the Business Day immediately prior to the scheduled Purchase Closing Date, to deliver to Optionor a
Title Objection with respect to any Update Exceptions. If Optionor fails to timely deliver any Title Objection as set forth herein, Optionor shall be deemed to
have irrevocably waived its right to object to the Commitment Exceptions and/or the applicable Update Exceptions and the same shall be deemed Permitted
Exceptions.
(iii) Optionee shall not be entitled to object to, and shall be deemed to have approved, any Commitment Exceptions or Update
Exceptions (and the same shall be deemed Permitted Exceptions) (x) over which the Title Insurer is willing to insure (without additional cost to or an indemnity
from Optionee or where Optionor pays all such costs or provides such indemnity); (y) against which the Title Insurer is willing to provide affirmative
insurance (without additional cost to or an indemnity from Optionee or where Optionor pays all such costs or provides such indemnity); or (z) which will be
extinguished upon the transfer of the Premises. If Optionor is unable to eliminate any lien or encumbrance that is a Commitment Exception or Update
Exception by the scheduled Purchase Closing Date, unless the same is waived by Optionee, Optionor may, upon at least two (2) Business Days’ prior notice
(a “Title Cure Notice”) to Optionor (except with respect to matters first disclosed during such two (2) Business Day period, as to which matters notice may be
given at any time through and including the scheduled Purchase Closing Date) adjourn the scheduled Purchase Closing Date for a period not to exceed sixty
(60) days (the “Title Cure Period”) in the aggregate in order to attempt to eliminate such exception.
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