Common use of Additional Conveyances Clause in Contracts

Additional Conveyances. (a) Borrower represents and warrants that Property Owner and SHLD have agreed that the failure to convey the Additional Conveyance Parcels to Property Owner of record on the Closing Date was unintentional and each shall use reasonable best efforts to cause the conveyance to be completed expeditiously and in accordance with Section 8.1 (Further Assurances) of the SHLD PSA without additional consideration being required of any party to the SHLD PSA. (b) Borrower shall, at Borrower’s sole cost and expense, use commercially reasonable efforts to, as promptly as reasonably practicable, (i) cause fee simple or ground leasehold, as applicable, interests in the Additional Conveyance Parcels to be conveyed to Property Owner pursuant to conveyance documentation prepared by Borrower and reasonably acceptable to the Lender, (ii) cause an owner’s policy of title insurance with a mezzanine endorsement in form and substance reasonably acceptable to Lender to be issued and a Survey to be provided with respect to each of the Additional Conveyance Parcels, (iii) provide Lender evidence of insurance satisfying the applicable requirements of the Mortgage Loan Agreement with respect to each of the Additional Conveyance Parcels , (iv) to the extent the Additional Conveyance Parcels were not included in the applicable reports provided to Lender in connection with origination of the Loan, provide Lender property condition reports, Environmental Reports and zoning reports with respect to each of the Additional Conveyance Parcels, in each case consistent with the forms and standards for reports provided to Lender in respect of Properties other than the Additional Conveyance Parcels in connection with origination of the Loan and reasonably acceptable to Lender and (v) execute such mortgages, deeds of trust, mortgage amendments or deed of trust amendments as the Lender may reasonably require in connection therewith, in each case in form and substance reasonably acceptable to the Lender. This Section 5.25 shall supersede Section 5.9 of this Agreement and similar provisions of the Loan Documents with respect to the matters set forth herein. (c) Notwithstanding the foregoing, Borrower shall not be required to cause Property Owner to take title to the leasehold interest in the Leased Additional Conveyance Parcel to the extent that, after the use of commercially reasonable efforts, it is unable to obtain the consent of the lessor in respect thereof or to enter into an amendment with such lessor to the lease in respect [NEWYORK 3109630_12] thereof that would permit the Leased Additional Conveyance Parcel to be used and developed by Property Owner consistent with the commercial standards applicable to the other Properties in all material respects. If, after the use of commercially reasonable efforts, Borrower is unable to obtain the requisite consent and amendment, Borrower shall cause Property Owner to relinquish the right to the Leased Additional Conveyance Parcel to SHLD in exchange for the repayment by SHLD to the Property Owner of the purchase price paid by Property Owner for the Leased Additional Conveyance Parcel in the Transaction; provided, (i) Borrower shall cause Property Owner to cause such payment to be made or immediately deposited into the Redevelopment Project Reserve Account to be held or disbursed in accordance with the terms of this Agreement applicable to funds in the Redevelopment Project Reserve Account, and (ii) the “Base Rent” (as defined in the SHLD Master Lease) shall be decreased by the amount attributable to the Leased Additional Conveyance Parcel. (d) Any reasonable out-of-pocket expenses actually incurred by Lender (including reasonable attorneys’ fees and expenses) in connection with Section 5.25(b) shall be paid by Borrower to Lender promptly (and in any event within five Business Days) following demand.

Additional Conveyances. (a) Borrower represents and warrants that Property Owner Borrower and SHLD have agreed that the failure to convey the Additional Conveyance Parcels to Property Owner Borrower of record on the Closing Date was unintentional and each shall use reasonable best efforts to cause the conveyance to be completed expeditiously and in accordance with Section 8.1 (Further Assurances) of the SHLD PSA without additional consideration being required of any party to the SHLD PSA. (b) Borrower shall, at Borrower’s sole cost and expense, use commercially reasonable efforts to, as promptly as reasonably practicable, (i) cause fee simple or ground leasehold, as applicable, interests in the Additional Conveyance Parcels to be conveyed to Property Owner Borrower pursuant to conveyance documentation prepared by Borrower and reasonably acceptable to the Lender, (ii) cause an owner’s policy of title insurance with a mezzanine endorsement in form and substance reasonably acceptable to Lender Title Insurance Policy to be issued and a Survey to be provided with respect to each of the Additional Conveyance Parcels, (iii) provide Lender evidence of insurance satisfying the applicable requirements of the Mortgage Loan Agreement with respect to each of the Additional Conveyance Parcels Parcels, (iv) to the extent the Additional Conveyance Parcels were not included in the applicable reports provided to Lender in connection with origination of the Loan, provide Lender property condition reports, Environmental Reports and zoning reports with respect to each of the Additional Conveyance Parcels, in each case consistent with the forms and standards for reports provided to Lender in respect of Properties other than the Additional Conveyance Parcels in connection with origination of the Loan and reasonably acceptable to Lender and (v) execute such mortgages, deeds of trust, mortgage amendments or deed of trust amendments as the Lender may reasonably require in connection therewith, in each case in form and substance reasonably acceptable to the Lender. This Section 5.25 shall supersede Section 5.9 of this Agreement and similar provisions of the Loan Documents with respect to the matters set forth herein. (c) Notwithstanding the foregoing, Borrower shall not be required to cause Property Owner to take title to the leasehold interest in the Leased Additional Conveyance Parcel to the extent that, after the use of commercially reasonable efforts, it is unable to obtain the consent of the lessor in respect thereof or to enter into an amendment with such lessor to the lease in respect [NEWYORK 3109630_12] thereof that would permit the Leased Additional Conveyance Parcel to be used and developed by Property Owner Borrower consistent with the commercial standards applicable to the other Properties in all material respects. If, after the use of commercially reasonable efforts, Borrower is unable to obtain the requisite consent and amendment, Borrower shall cause Property Owner to relinquish the right to the Leased Additional Conveyance Parcel to SHLD in exchange for the repayment by SHLD to the Property Owner Borrower of the purchase price paid by Property Owner Borrower for the Leased Additional Conveyance Parcel in the Transaction; provided, (i) Borrower shall cause Property Owner to cause such payment to be made or immediately deposited into the Redevelopment Project Reserve Account to be held or disbursed in accordance with the terms of this Agreement applicable to funds in the Redevelopment Project Reserve Account, and (ii) the “Base Rent” (as defined in the SHLD Master Lease) shall be decreased by the amount attributable to the Leased Additional Conveyance Parcel. (d) Any reasonable out-of-pocket expenses actually incurred by Lender (including reasonable attorneys’ fees and expenses) in connection with Section 5.25(b) shall be paid by Borrower to Lender promptly (and in any event within five Business Days) following demand.

Additional Conveyances. (a) Borrower represents At Closing, Seller shall execute, acknowledge (if necessary), and warrants that Property Owner and SHLD have agreed that deliver to Buyer the failure to convey the Additional Conveyance Parcels to Property Owner following additional documents, each of record on the Closing Date was unintentional and each which shall use reasonable best efforts to cause the conveyance to be completed expeditiously and in accordance with Section 8.1 (Further Assurances) of the SHLD PSA without additional consideration being required of any party to the SHLD PSA. (b) Borrower shall, at Borrower’s sole cost and expense, use commercially reasonable efforts to, as promptly as reasonably practicable, (i) cause fee simple or ground leasehold, as applicable, interests in the Additional Conveyance Parcels to be conveyed to Property Owner pursuant to conveyance documentation prepared by Borrower and or reasonably acceptable to Seller and shall be reasonably acceptable to Buyer: (1) Assignment of Landlord's Interest in Leases (and the LenderLease Amendments, (iiif applicable) cause an owner’s policy of title insurance with a mezzanine endorsement in the form and substance reasonably acceptable to Lender to be issued of EXHIBIT L. (2) The Bill of Sale and a Survey to be provided with respect to each Assignment of the Additional Conveyance ParcelsLicenses, (iii) provide Lender evidence of insurance satisfying the applicable requirements of the Mortgage Loan Agreement with respect to each of the Additional Conveyance Parcels Permits, (iv) to the extent the Additional Conveyance Parcels were not included Warrantie▇ ▇▇d Service Contracts in the applicable reports provided to Lender in connection with origination of the Loan, provide Lender property condition reports, Environmental Reports and zoning reports with respect to each of the Additional Conveyance Parcels, in each case consistent with the forms and standards for reports provided to Lender in respect of Properties other than the Additional Conveyance Parcels in connection with origination of the Loan and reasonably acceptable to Lender and form attached hereto as EXHIBIT M. (v3) execute such mortgages, deeds of trust, mortgage amendments or deed of trust amendments as the Lender may reasonably require in connection therewith, in each case in form and substance reasonably acceptable to the Lender. This Section 5.25 shall supersede Section 5.9 of this Agreement and similar provisions of the Loan Documents An updated Rent Roll with respect to the matters set forth herein.Property certified by Seller to be true and correct; and letters to each tenant (and each service provider where the Service Contract is not terminated at Closing) at the Property notifying the tenants and service providers of the sale of the Property to Buyer in the form attached hereto as EXHIBIT N. (c4) An owner's affidavit and similar title-related documents customarily required by the Title Company in order to issue the Title Policy to Buyer, including, without limitation, organizational documents, incumbency certificates and resolutions customarily required by the Title Company from sellers of real property in the Commonwealth of Virginia, and including affidavits as to the non-existence of parties in possession (except tenants of the Property under the Leases) and mechanic's liens, and any other affidavits and any "gap" indemnities customarily required by the Title Company from sellers of real property in the Commonwealth of Virginia in order to issue the Title Policy required hereunder at Closing. Notwithstanding the foregoing, Borrower Seller shall not be required have no obligation to cause Property Owner satisfy any conditions, including the payment of any money, for the issuance of zoning or other special endorsements to take title Buyer's Title Policy that Buyer may wish to the leasehold interest obtain. (5) A written certificate stating that all representations and warranties contained in the Leased Additional Conveyance Parcel to the extent thatSection 4.01 above remain, after the use of commercially reasonable efforts, it is unable to obtain the consent as of the lessor in respect thereof or to enter into an amendment with such lessor to the lease in respect [NEWYORK 3109630_12] thereof that would permit the Leased Additional Conveyance Parcel to be used Closing Date, true and developed by Property Owner consistent with the commercial standards applicable to the other Properties correct in all material respects. Ifrespects as when first made hereunder or, after if not correct, stating the use extent to which any such representations and warranties are not correct, and agreeing that all claims, liabilities and causes of commercially reasonable efforts, Borrower is unable to obtain the requisite consent action arising from any breach of such representations and amendment, Borrower warranties shall cause Property Owner to relinquish the right survive Closing for a period of one (1) year (subject to the Leased Additional Conveyance Parcel to SHLD Seller Threshold Amount described in exchange for the repayment by SHLD to the Property Owner of the purchase price paid by Property Owner for the Leased Additional Conveyance Parcel in the Transaction; provided, (i) Borrower shall cause Property Owner to cause such payment to be made or immediately deposited into the Redevelopment Project Reserve Account to be held or disbursed in accordance with the terms of this Agreement applicable to funds in the Redevelopment Project Reserve Account, and (ii) the “Base Rent” (as defined in the SHLD Master Lease) shall be decreased by the amount attributable to the Leased Additional Conveyance ParcelSection 4.02). (d6) Any reasonable out-of-pocket expenses actually incurred A settlement statement. (7) A certificate, in the form provided for in the regulations promulgated by Lender (including reasonable attorneys’ fees the Treasury Department pursuant to ss. 1445 of the Internal Revenue Code of 1986, as amended, stating, under penalty of perjury, Seller's United States taxpayer identification number and expenses) in connection with Section 5.25(b) shall be paid by Borrower to Lender promptly (and in any event within five Business Days) following demandthat Seller is not a "FOREIGN PERSON."