Coach 2013 Annual Report Download - page 493

(iv) Optionor, at its election, may eliminate any Commitment Exception or Update Exception on or prior to the Purchase Closing Date
by using all or a portion of the Purchase Price to satisfy the same, and in furtherance thereof (A) Optionee agrees to pay a portion of the Purchase Price to such
Persons as Optionor may direct and (B) Optionor shall deliver to Optionee or the Title Insurer at or prior to the Purchase Closing Date, instruments in
recordable form and sufficient, as determined by the Title Insurer, to eliminate such Commitment Exceptions or Update Exceptions.
(v) If Optionor is unable to eliminate any Title Objection within the Title Cure Period (or on the scheduled Purchase Closing Date, if
Optionor does not elect to deliver a Title Cure Notice), unless the same is waived by Optionee, then Optionee, as it sole remedy, may either (A) accept the
Premises subject to such Commitment Exception or Update Exception without abatement of the Purchase Price, in which event (x) such Commitment
Exception or Update Exception shall be deemed to be, for all purposes, a Permitted Exception, (y) Optionee shall close hereunder notwithstanding the existence
of same, and (z) Optionor shall have no obligations whatsoever after the Purchase Closing Date with respect to Optionor’s failure to cause such Commitment
Exception or Update Exception to be eliminated, or (B) terminate the Agreement as to the transaction that is the subject of the applicable Purchase Option Notice
by notice given to Optionor on or at any time within ten (10) Business Days following the expiration of the Title Cure Period and receive a return of the Deposit.
If Optionee shall fail to deliver the termination notice described in clause (B) within the ten (10) Business Day period described herein, Optionee shall be
deemed to have made the election under clause (A) and Optionee and Optionor shall close hereunder on a mutually agreed upon date following the expiration of
the Title Cure Period, but not more than ten (10) Business Days thereafter. Upon the timely giving of any termination notice under clause (B), the Deposit shall
be returned to Optionee (and Optionor shall so instruct Escrow Agent) whereupon the Agreement shall terminate as to the transaction that is the subject of the
applicable Purchase Option Notice and neither party hereto shall have any further rights or obligations hereunder with respect thereto other than those which
are expressly provided to survive such termination.
(vi) It is expressly understood that in no event shall Optionor be required to bring any action or institute any proceeding, or to
otherwise incur any costs or expenses in order to attempt to eliminate any Title Objection, or take any other actions to cure or remove any Title Objection, or to
otherwise cause title in the Premises to be in accordance with the terms of this Section 5 on the Purchase Closing Date; provided, that Optionor shall be
required to remove, eliminate or otherwise cure, by payment, bonding or otherwise, (A) all notes or notices of violations of applicable laws or regulations,
noted in or issued by any federal, state, municipal or other governmental department, agency or bureau or any other governmental authority having
jurisdiction over the Premises, unless caused by Optionee, (B) all mortgages (together with any assignment of leases and Uniform Commercial Code financing
statements and subordination and non-disturbance agreements recorded in connection therewith), (C) all mechanic’s or materialman’s liens, unless filed as a
result of any work or materials performed by or on behalf of Optionee (other than as a result of work or materials performed by or on behalf of Optionor or
any affiliate thereof), (D) all tax and judgment liens filed against Optionor, (E) all leases, licenses and other occupancy agreements and all rights or claims of
occupants and persons in possession relating to the Premises or any portion thereof, and (F) any other Title Objection which have been voluntarily granted by
Optionor on or following the date hereof (other than with the approval of Optionee).
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