EFTA00313015.pdf

conditions are hereby canceled. This Agreement may only be changed, modified or amended by an agreement in writing, signed by the parties hereto. 16. Waiver. Any waiver of any provision hereof must be in writing and shall be effective only in the specific instance and for the specific purpose for which such waiver is given. No failure on the part of either party hereto to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 18. Lead-Based Paint. The Purchaser hereby waives any right to have a lead- based paint inspection and test of the Real Property. Every buyer of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. The Purchaser hereby acknowledges receipt from the Seller of the pamphlet entitled "Protect Your Family from Lead in Your Home" 22 EFTA00313015 attached hereto as Exhibit M and the Lead-Based Paint and Lead-Based Hazard Disclosure Form attached hereto as Exhibit N. 19. Neutral Construction. Each party hereto acknowledges and agrees that: (a) the provisions of this Agreement have been drafted by, and fully and completely negotiated between, the parties hereto and their respective attorneys; (b) neither this Agreement, nor any provision hereof, shall be deemed to have been drafted solely by either party hereto or his or its attorneys; and (c) no ambiguity determined to exist herein shall be construed against either party hereto by reason of such party, or his or its attorneys, being deemed to have been the sole author thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written. THE SELLER: THE PURCHASER: NES, LLC By: Leslie H. Wexn• . Epstein, Member 23 EFTA00313016  LIST OF ATTACHMENTS Schedule A - Legal Description of Real Property Exhibit B - Nominee Agreement Schedule C - Personal Property Exhibit D - Note Exhibit E - Guaranty Schedule F — Allocation of Purchase Price Schedule G —Intentionally Omitted Exhibit H - Assignment of Beneficial Interest Exhibit I - Bill of Sale Exhibit J - Existing Title Insurance Policy Exhibit K - Intentionally Omitted Exhibit L - Existing Survey Exhibit M - Protecting Your Family From Lead in Your Home Exhibit N - Lead-Based Paint Hazard Disclosure Form EFTA00313017  Schedule A ALL that certain lot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, City, County and State ofNew York, bounded and described as follows: BEGINNING at a point on the northerly side of 71st Street distant 225 feet easterly from the corner formed by the intersection of the easterly side of 5th Avenue with the northerly side of 71° Street; running thence Easterly along the northerly side of 71g Street 50 feet; thence Northerly and parallel with 5th Avenue 102 feet 2 inches to the center line of the block between 7111 and 72" Streets; thence Westerly along said center line and parallel with 71u Street 50 feet; thence Southerly and parallel with 5th Avenue 102 feet 2 inches to the northerly side of 71n Street at the point or place of the Beginning. EFTA00313018  Exhibit B Nominee Agreement — Attached EFTA00313019  NOMINEE AGREEMENT THIS NOMINEE AGREEMENT (the "Agreement") is entered as of this day of August, 1989 between Nine East Corp:Atm, a New York corporation ("No 71st Street minee"), and Leslie H. Wexner ("Principal"). wITNESSET H: WHEREAS, Principal wishes to purchase certain real estate more fully described on Exhibit A attached here to and incorporated by reference herein commonly known as 9 East 71st Street, New York, New York (the "Property"); and WHEREAS, Principal has requested Nomi nee to purchase the Property on behalf of Principal, as Prin cipal's nominee, in accordance with the terms and conditions of the Contract of Sale dated June 23, 1988 between Birch Wathen Leslie H. Wexner as purchaser, a copy Scho ol, Inc. as seller and of which is attached hereto as Exhibit B and incorporated by referenc e herein (the "Contract"); and WHEREAS, Nominee is engaged in the busi real estate as nominee for others and ness of holding title to not on its own behalf; and WHEREAS, Nominee wishes to purchase the nominee in accordance with the terms Property as Principal's and conditions of the Contract. NOW THEREFORE, Nominee and Principal, bound, hereby agree as follows: intending to be legally Section 1. Purchase. Nominee shall acquire record title to the Property in accordance with the terms and conditions of the Contract, as nominee for Principal. Nominee has not advanced, will not advance and is not required to advance any part or all of the funds necessary to acquire, hold or main tain the Property. Principal shall be exclusively responsi ble for payment of the consideration and expenses for the acquisition, retention and maintenance of the Property. Section 2. Ownership. Nominee shal l hold record title to the Property solely as nominee for Principa l. Nominee shall have no beneficial right, title, ownership or interest in the Property or in the rents, income or benefits therefro m, irrespective of whether Nominee shall have executed, at the direction of Principal, mortgages, bonds, leases or other agre ements or obligations relating to the Property. Nominee shall promptly remit to Principal any rents, income or other benefits from the Property, including without limitation, the proceeds of any cond emnation action. Nominee shal l EFTA00313020  take no action with respect to the Property except as directed by Principal and shall take all action with respect to the Property as may be so directed by Principal. Section 3. Insurance. Principal shall insure the Property together with all improvements thereto against such losses and in such amounts as the Principal deems necessary. Principal hereby releases Nominee from any obligation to insure the Property. In addition, Principal shall maintain insurance against liability for bodily injury to, death of or damage to the property of any person with respect to the Property under the policy of general comprehensive liability insurance presently in effect with respect to the Property. Each such policy shall contain an endorsement naming Nominee as an additional insured under such policy. Nominee shall take action with respect to all policies of insurance, including without limitation, title insurance with respect to the Property solely for the benefit of Principal. Nominee shall take only such action and shall take all action under any such policy of insurance as Principal may direct and at Principal's sole expense. Nominee shall promptly remit to Principal the proceeds of any such insurance policy. Section 4. Assignment or Transfer. Upon demand by Principal, Nominee shall promptly convey title to the Property to Principal or to any person designated by Principal, by deed in form acceptable to Principal with warranties against any acts by Nominee other than liens or other encumbrances created with the consent or at the direction of Principal or those which may accrue or attach hereafter by reason of the nonpayment of taxes or other assessments made by any governmental authority which may attach upon the Property by operation of law or which Principal may permit to come into effect. Nominee will cause such deed or deeds to be executed and acknowledged by its duly authorized officers, and Nominee will take such other action as may be necessary to vest record title to the Property in Principal or any person so designated, but all without expense to Nominee. Section 5. Liens. Nominee will not encumber or subject the Property or title thereto to any liens or other encumbrances, except as otherwise provided herein. Section 6. Indemnity by Principal. Principal shall indemnify and hold harmless Nominee from and against any and all claims, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable counsel fees, resulting from Nominee holding record title to the Property or any other action or inaction by Nominee at the request or direction of Principal. -2- EFTA00313021  Section 7. Reimbursement. Principal shall reimburse Nominee for all costs and expenses incurred by Nominee on behalf of Principal hereunder. Section 8. Term. This Agreement shall commence on the date first written above and shall continue until terminated by one party by written notice to the other party. In the event this Agreement is terminated, Nominee shall retain all payments made by Principal hereunder. Section 9. Successors and Assigns. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this instrument and shall bind and inure to the benefit of the parties hereto and the respective successors and assigns of the parties hereto, whether so expressed or not. Section 10. Headings. Section headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement. Section 11. Governing Law. This Agreement shall be governed and construed exclusively by the provisions hereof and in accordance with the laws of the State of New York applicable to contracts to be performed therein, as the same may from time to time exist. Section 12. Notices. Any consent, waiver, notice, demand, request or other instrument required or permitted to be given under this Agreement shall be deemed to have been properly given when delivered in person or sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed if to either party hereto, to the address set forth beside such party's signature to this Agreement. Either party may change its address for notices by notice in the manner set forth above. Section 13. Entire Agreement. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intent has been made by either party which is not embodied in this instrument, and neither party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not embodied herein. -3- EFTA00313022  The parties hereto have caused this executed as of the instrument to be day and year firs duly t above written. NOMINEE: ADDRESS FOR NOTICE S: NINE EAST 71ST STRE ET CORPORATION By:9714, &Ø ttittil HAROLD L. LEVIN RC - VICE PRESIDENT AND TREASURER PRINCIPAL: ADDRESS FOR NOTICE S: LESLIE H. WEXNER BY: HAROLD L. LEVIN ATTORNEY IN FACT By: RICHARD W. RUBENS TEIN Schwartz, Keim, Wa ATTORNEY IN FACT rren Et Rubenstein 0524Q 08/23/89 -4- EFTA00313023  Exhibit A ALL that certain lot, piece or parcel of land , situate, lying and being in the Borough of Manhattan, City, County and State of New York, bounded and described as foll ows: BEGINNING at a point on the northerly side of 71st Street dis- tant 225 feet easterly from the corner form ed by the intersec- tion of the easterly side of 5th Avenue with the northerly side of 71st Street; running thence Easterly along the northerly side of 71st Street 50 feet; " thence Northerly and parallel with 5th Avenue 102 feet 2 inches to the centre line of the block between 71st and.72nd Streets; thence westerly along the said center line 71st Street 50 feet; and parallel with thence Southerly and parallel with 5th Avenue 102 feet 2 inches to the northerly side of 71st Street at the point or place of Beginning. EFTA00313024  EXHIBIT B CONTRACT OF SALE This Contract of Sale (the "Contract") made 23rd day of June, nineteen hundred and eighty-e the ight, between Birch Wathen School, Inc:, a not-for-profit educational corpo- ration having an address at 9 East 71st Street, New York, New York :0021, hereinafter described as "Seller' Wexner an individual havin an address at and Leslie H. hereina ter escribed as Purc aser . WITNESSETH, that Seller agrees to sell and Purchaser agrees to purchase, all that cert and convey, ain plot, piece or parcel of land, with the buildings and impr erected, situate, lying and being in the ovem ents thereon Borough of Manhattan, City, County and State of New York, bounded and described as more particularly set forth on Exhibit A atta ched hereto and made a part hereof (the "Premises"), together with all right, title and interest of Seller in and to any easements, rights of way, appurtenances and improvements whic h attach, benefit, relate or are incident to the Premises. 1. This sale includes all right, title if any, of Seller in and to any land lyin and interest, g in the bed of any street, road or avenue opened or proposed in front of or adjoining said Premises, to the center line thereof, and all right, title and interest of Seller in and to to be made in lieu thereof and in and to any any award made or unpaid award for damage to said Premises by reason of chan ge of grade of any street and Seller will execute and deli ver to Purchaser, on closing of title, or thereafter, on dema nd, all proper instru- ments for the conveyance of such title and the assignment and collection of any such award. This provision shall survive the delivery of the deed. 2. The price is Thirteen Million Two Hundred Thou- sand Dollars ($13,200,000.00) (the "Purchas e Price") payable as follows: $1,320,000.00 (the "Downpay ment") by clean, irrevoca- ble and unconditional commercial letter of credit (the "Letter of Credit") to be delivered to Escrow Agen t (as hereinafter defined) as soon as possible after the date hereof (but in no event later than June 29, 1988) foll owing receipt by Escrow Agent of four (4) fully executed coun terparts of this Contract, and the balance of the Purchase Price of or good certified check payable to the $11,880,000.00 in cash order of Seller on the Closing Date (as hereinafter defined). In the event Escrow EFTA00313025  Agent does not receive the Let ter of Credit by 5 a on June 29, 1988, Purchaser sha ll be in default herealirer and Seller may resort to any available legal and equitable rem on account thereof. Within two edi (2) business days after rec es of the Letter of Credit, Escrow eipt Agent is hereby directed by Seller and Purchaser to "break " escrow and forward one fully executed copy of the Con (1) tract to Seller and two (2) copies thereof to Purchaser's attorneys, at which time the ter of Credit shall be hel Let- d by Escrow Agent as hereinaft forth. The Letter of Credit er set beneficiary shall be Battle Fowler, as Escrow Agent, and it shall be issued by Citiba (the "Bank"), shall be in nk, form and substance satisfact to eller and shall expire no ory later than the date which sha be thirty days after the Clo ll sing Date; provided, however, in the event the closing of title hereunder shall be adj that to, or is scheduled to occur ourned on, a date subsequent to thi days prior to the expiration rty of the Letter of Credit, eit (i) Purchaser shall deliver to Escrow her teen days prior to the expira Agent not later than fif tio n - either a substitute letter dat e of the Letter of Credit of credit drawn on the same in the same form as the Letter bank and stitute letter of credit sha of Credit except that the sub ll expire no earlier than - September 30, 1990 (which substitute letter of credit treated in the same manner as shall be the Letter of Credit pursua the provisions of this Con nt to tract) or an amendment to of Credit extending its expira the Letter tion date to September or (ii) failing such delivery 30, to Escrow Agent, as to whi 1990, shall be of the essence, Esc ch time row Agent is hereby irrevo instructed by Seller and Pur cably cha Credit by presentation to the ser to draw on the Letter of Bank of the original Letter Credit, a sight draft which of states the Letter of Credit and a certificate signed by a number partner of Escrow Agent, the following: "Battle Fow stating ler is entitled to draw upo letter of credit pursuant n this to that certain contract, June 23, 1988, between Bir dated ch Wathen School, Inc., as and Leslie H. Wexner, as pur seller, chaser', but without presen by Escrow Agent of any oth tation er tion and Escrow Agent shall document, statement or authoriza.- retain the monies received ing upon said Letter of Cre dit, in escrow, pursuant to by draw- visions of this Contract (wh the pro- ich monies shall be treate same manner as the Letter d in the of Credit pursuant to the of this Contract). Any attemp provisions t to enjoin or otherwise fere with or prohibit the inter- draw by Escrow Agent under of Credit in accordance with the Letter this Contract by or on Purchaser or the Bank shall behalf of constitute a default by hereunder. Purchaser 3. Said Premises are sold and subject to: are to be conveyed -2- EFTA00313026  (a) Zoning regulations and ordinances, and buil and land use restrictions of the city, town or ding village in which the Premises lie which are not violated by existing structures; (b) Consents by Seller or any former owne Premises for the erection of any structur r of the e or structures on, under or above any street or streets on which said Premises may abut; (c) Encroachments of stoops, area trim, cornices, coping, railings, retainin s, cellar steps, g walls, foundations, windows, ornamental projections, sidewalk elevators, fences and sidewalks, if any, upon any street or high ft way; (d) Covenants, restrictions and agreemen Exhibit B attached hereto and made a part ts listed on hereof; (e) Any state of facts an accurate survey woul provided that same does not render titl d show e unmarketable, except as otherwise provided in this Contract; (f) variations between fences, area walls, steps, hedges, shrubs, trees and reco walls, retaining rd lines of title; (g) Utility and telephone company ments to maintain, install or remove poles, rights and ease- pipes, boxes and other facilities and equi wires, cables, pment in, over and upon the Premises; (h) Possible lack or revocable nature if any, to maintain or use any space, faci of the right, lities or appurte- nances outside the lines of the Premises whether on, over or under the ground including, without limi tation, all vaults, marquees, signs and sidewalk openings; (i) Party walls and party wall agreements; (j) Easements that affect any land in street, road, or avenue, opened or prop the bed of any osed, in front of or adjoining the Premises; (k) Rights and easements for the tenance and replacement of water mains installation, main- and sever lines and facilities and equipment in, over and upon the Premises; (1) Any violations of law or municipal regulations, orders or requirements whic ordinances, h have been noted in, or issued by, the departments of buil ding, fire, labor, health or other federal, state, county or muni cipal departments, -3- EFTA00313027  having jurisdiction against or affecting the Premises (co tively, the "Violations") throug llec- h the date of closing of and any Violations caused by Pur title hereinafter defined). Not chaser's Renovation Work withst (as set forth in this subparagraph anding anything to the contrary obligated to cure (i) any 3(1) hereof, Seller shall Violations which are requir be cured by reason of Seller's ed to be operation of a school on the ises (other than the Violat Prem- ions shown on the municipal ment violations search set depart- forth on Exhibit C attached and made a part hereof), exc hereto ept to the extent same wou cured in connection with a ld be 'gu the Premises prosecuted to com t rehabilitation" renovation of pletion and culminating in manent certificate of occupa a per- ncy for such renovated imp (the 'Rehabilitation") and rovement (ii) any Violations which, cured or curable by the Reh if not abilitation,.would expose criminal liability (other Seller to tha municipal department violat n the.Violations shown on the ions search set forth on Exh attached hereto and made a ibit C part hereof). With respec other Violations noted or t to any issued the date of closing of title not against the Premises through lations would not be cured by shown on Exhibit C, which the Rehabilitation, Seller sha Vio— pay the actual costs and ll expenses incurred by Purcha and remove of record such ser to cure Violations, as evidenced by receipts and/or cancelled che paid maximum aggregate amount of cks provided to Seller, up to a One Hundred Thousand Dol ($100,000.00). Said One Hun lars dred Thousand Dollars ($1 shall be deposited with Esc 00,000.00) row Agent at closing of held in escrow pursuant to title to be the terms of this Contra shall be disbursed to Purcha ct, and ser in accordance with the this subparagraph from time terms of to time within two years closing of title upon delive after the ry by Purchaser to Escrow to Seller, simultaneously, of Age a notice stating that Pur nt and has cured certain specified chaser Vio enclosed with said notice, and lations, a copy of which will be stating the amount Purchaser to cure said Violat exp ions, together with cop ended by receipts and/or cancelled ies of paid checks with respect to the expended to cure such Violat amount ions. In the event Sel contest such payment to Purcha ler fails . to ser by written notice to Escrow Agent and to Pur delivered chaser, simultaneously, is received by Escrow Agent wit which notice hin fifteen days of Purchaser's notice as afores receipt of aid, then Purchaser sha tled to receive, and Escrow ll be enti- Agent shall deliver the amount requested by Purcha to Purchaser, ser in said notice. still held in escrow by Esc Any monies row Agent on the date two years after the date of which shall be closing of title pur Contract shall be promptly rel suant to this eased by Escrow Age together with interest ear nt to Seller, ned thereon, if any. -4- EFTA00313028  (m) Any latent or patent defect s in the Premises; (n) All obligations affecting under the Emergency Repairs the Premises incurred provisions of the Administrati Code of the City of New York (th ve e "Administrative Code") (Se tions 564-18.0, etc.); . c- (o) Designation of Premis site or historic district es as a landmark, landmark by instrument dated May 19, recorded on July 2, 1982 in 1981 and Reel 629 at Page 739; (p) The restricted use of the in Chapter 3 of the Admini Premises as provided strative Code (Sections 25- 30, et. (q) Street vault charges, tog penalties thereon, if any; ether with interest and (r) Those items noted on the violations search and the cer municipal department tificate of occupancy search more particularly set forth as on Exhibit C attached hereto made a part hereof. and Subparagraphs (a) through (r) of this Paragraph 3 are ter collectively referred to hereinaf- as the "Exceptions". 4. The following are to be apportioned: (a) Taxes and sever the fiscal year for which ass rents, if any, on the basis of essed. (b) Water charges on the basis of the calendar year. (c) Fuel oil, if any, at the of which adjustments shall Premises on the be made or within twenty day date as date of closing of title sha s of the ll be adjusted at the cos lon price last charged to t per gal- Seller, as reflected in bill, plus applicable sal Seller's last es tax. The amount of fue estimated in writing by the l is to be fuel company then supplying Seller. 5. If there be a water met shall furnish a reading to a dat er on the Premises, Sel e not more than thirty ler prior to the time herein set day s for closing of title, and unfixed meter charge and the the unfixed sewer rent, if thereon for the intervening any, based time shall be apport basis of such last reading. ioned on the 6. At closing of title, Sel usual Bargain and Sale Dee ler shall deliver the d With Covenant Against Grantor's -5- EFTA00313029  Acts (the "Deed") in proper statutory short form for recording, duly executed and acknowledged so as to convey to Purchaser the fee simple of the said Premises, free of all except as herein stated, and shall contain encumbrances, the covenant required by subdivision 5 of Section 13 of the Lien Law. Pur- chaser's acceptance of the Deed shall be deem ed to be an acknowledgement by Purchaser that Seller has fully complied with, performed and discharged all of Sell er's obligations, representations, warranties, covenants and agre ements hereunder, and thereafter Seller shall have no ity with respect thereto, excepting the furt her liabil- post-closing adjust- ments and such other obligations as are here in specifically stated to survive the closing of title. 7. If Seller is a corporation, it will Purchaser at the time of the delivery of the deliver to deed hereunder a -resolution of its Board of Trustees authoriz ing the sale and delivery of the deed and a certificate by the Secretary or Assistant Secretary of the corporation cert ifying such resolu- tion and, if required by law, setting fort h facts showing that the conveyance is in conformity with such law as may be appli- cable to not-for-profit educational corp orations. The Deed in such case shall contain a recital sufficie nt to establish com- pliance with applicable law. 8. At the closing of title Seller shal Purchaser a certified check to the orde l deliver to r of the recording offi- cer of the county in which the deed is to be recorded for the amount of the documentary stamps to be affixed thereto in accordance with Article 31 of the Tax Law to the order of the appropriate county and a certified check officer for any other tax payable by reason of the delivery of't he deed, and a return, if any be required, duly signed and sworn to, by Seller; and Purchaser also agrees to sign and swear to the return, pro- vided that Purchaser has approved the information set forth on the return as true and correct, which appr unreasonably withheld or delayed, and oval shall not be to cause the check and the return to be delivered to the appropri ate county officer promptly after the closing of title. 9. In addition, Seller shall at the deliver to Purchaser a certified check closing of title to the order of the Com- missioner of Finance for the amount of the Real Property Trans- fer Tax imposed by Title II of Chapter 46 of the Administrative Code of the City of New York and will also deliver to Purchaser the return required by the said statute and the regulations issued pursuant to the authority ther eof, duly signed and sworn to by Seller; Purchaser agrees to sign and swear to the return, provided that Purchaser has approved the information set forth -6- EFTA00313030  on the return as true and correct, which approval unreasonably withheld or delayed, and to caus shall not be e the check and the return to be delivered to the City Register promptly after the closing of title. 10. All sums paid by Purchaser on account Contract, including, without limitation, the of this Letter of Credit, or the proceeds thereof, as the case may be, are hereby made and declared to be liens against the Premises . 11. Seller shall have the right to remo Premises all fixtures and articles of personal ve from the property used in connection with said Premises except for plum bing and heating fixtures. 12. The amount of any unpaid taxes, asse water charges and sewer rents which Seller ssments, is obligated to pay and discharge, with the interest and penaltie s thereon to a date five days after the date of closing of title, may, at the option of Seller, be allowed to Purchaser out of the balance of the Purchase Price, provided official bills interest and penalties thereon figured therefor with to said date are fur- nished by Seller at the closing of title. 13. If at the date of closing of title any other liens or encumbrances which Sell there may be er is obligated to pay and discharge, Seller may use any port ion of the balance of the Purchase Price to satisfy the same, provided Seller shall simultaneously either deliver to Purchaser at the closing of title instruments in recordable form and sufficient to satisfy such liens and encumbrances of record together with the cost of recording or filing said instruments. Purc haser, if request is made by Seller within a reasonable time prior to the date of closing of title, agrees to provide at the closing of title separate certified checks as requested, aggr egating the amount of the balance of the Purchase Price, to facilitate the satis- faction of any such liens or encumbrances . The existence of any such taxes or other liens and encumbra nces shall not be deemed objections to title if Seller shall comply with the foregoing requirements. 14. If a search of the title disc bankruptcies or other returns against loses judgments, other persons having names the same as or similar to that of Seller, Seller will on request deliver to Purchaser an affidavi t showing that such judgments, bankruptcies or other returns are not against Seller. -7- EFTA00313031  15. (a) Seller shall give and Purchaser shal accept such fee simple title to the Premises as l is good and marketable and as Commonwealth Land Title Insu rance Company or any nationally recognized and reputable titl e insurance company licensed to do business in the State of New York as selected by Purchaser (the "Title Company"), will appr ove and insure, at its regular rates, with an owner's poli cy, without exception except for the Exceptions, the standard "pri nted form" excep- tions to title insurance and other exceptions as do not render title unmarketable and are acceptable to Purchaser as provided in this Contract. Seller shall supply any documents (including prior title insurance policies and existing and/or affidavits reasonably requested by survey, if any) said Title Company and required thereby for the issuance of titl e insurance policies to Purchaser and Purchaser's mort gagee, if any. (b) Purchaser shall have a one-tipe right to to the attorneys for Seller, at least fort deliver y-five days prior to the closing of title, a copy of a title repo rt with respect to the Premises prepared by the Title Company, written statement as to any objections toge ther with a to title that Purchaser may have as a result of matters disclosed in said report, other than the Exceptions, which Purchaser is unwilling to accept at the closing of title, provided, however, that to title were noted or issued against the such objections Premises during the period beginning after the date hereof and including the date of receipt by Seller through and of Purchaser's written statement as to objections to title (the "Obj Title"). Seller is hereby obligated to remo ections to judgments against Seller, mechanics' ve of record any liens and Objections to Title which Seller has caused or permitte d to record against the Premises, but only if same be filed of a writing or writings executed by Seller, are evidenced by limited to, mortgages ("Seller Title incl uding, but not