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(d) Easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property as a retail grocery store. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access or access pursuant to the ECR to dedicated public highways or roads that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights -of -way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Property. 5.02 Endorsement at Closing. At the Closing and as a condition of Closing, Buyer may obtain an endorsement to the Title Commitment updating the Title Commitment to the Closing Date and showing no change in the state of the title to the Property. After Closing, a final Title Policy that comports with the foregoing terms and conditions may be issued at the Buyers expense in the amount of the Purchase Price. 5.03 Survey. Buyer may, at its sole cost and expense, obtain a current ALTA survey of the Property (the "Survey"), prepared by a surveyor registered in the State of Minnesota. The Survey shall comport with the depiction of the Property set forth on the Site Plan, shall include a legal description of the Property and shall be certified by the surveyor to Buyer and the title insurance company. Subject to the approval of the title insurance company, the legal description included in the Survey shall be used in the Title Commitment and Title Policy and in all documents of transfer contemplated hereby. 5.04 Defects. In the event that an examination of either the Title Commitment (including any endorsements) or the Survey obtained hereunder discloses any matter adversely affecting title to the Property, or if title to the Property is not marketable, or if the Property is subject to liens, encumbrances, easements, conditions, restrictions, reservations or other matters not specifically excepted by the terms of this Agreement, or in the event of any encroachment or other defect shown by the Survey (the foregoing collectively referred to as "Defects"), Seller shall have a reasonable time, not to exceed 30 days after written notice thereof, within which to cure or remove any such Defects. In the event Seller is unable to cure or remove the Defects within said 30-day period, Seller shall immediately give notice of Seller's inability to Buyer and thereafter, Buyer shall have 10 days after receipt of such notice within which to make its election either: (a) To accept title to the Property subject to such Defects; or (b) To withdraw from this transaction and terminate this Agreement, without prejudice, however, to any rights or remedies which Buyer may have at law or in equity. In the event Seller commits to cure or remove a Defect prior to Closing and fails to do so, such failure shall be a Seller event of default. 7 B: S: