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200403219 b. Such release documents as are necessary to fully release the Premises from the lien and effect of all mortgages, financing instruments and other liens and any covenants or restrictions affecting the use of the Premises which are objected to by Lessee; c. A certification of Lessor's nor- foreign status pursuant to Section 1445 of the federal Internal Revenue Code; d. A closing statement prepared by the Title Company and executed by Lessor; e. Such other documents and instruments as the Title Company reasonably requires to evidence the due organization and valid existence of Lessor and its authority to enter into and perform its obligations under this Paragraph 20; and E A mechanic's lien affidavit in the form customarily utilized by Title Company and reasonably satisfactory to Lessor to enable the Title Company to delete the mechanic's lien exception from the Title Policy. 2. Lessee will deposit or cause to be deposited: a. By federal wire transfer of funds, an amount equal to the balance of the Purchase Price, as adjusted for proration of taxes and assessments as herein provided; and b. A closing statement prepared by the Title Company and executed by Lessee. 21. Setoff of Rental and Purchase Price. Notwithstanding anything else to the contrary contained in this Lease, in consideration of the premises and covenants contained herein, Lessee shall have the right to set off against the rental, the Purchase Price or any other sums due Lessor by Lessee (or its successors or assigns) under the Lease an amount equal to any amounts which become due from the Sellers under that certain Stock Purchase Agreement ( "SPA ") between James D. Clark, Janice A. Clark, Amy L. Hunt, G. J. DeYonge and Stuart Kutler, as Sellers, and Saia Motor Freight Line, Inc., a Louisiana corporation, as Buyer, dated on or about the date of this Lease, in connection with any indemnification obligations contained in the SPA or any documents related thereto. Lessee's right of set -off may only be exercised in the event the amount of Adverse Consequences (as defined in the SPA) to which Buyer or Lessee (or any of their successors or assigns) or any other Indemnified Persons (as defined in the SPA) may be entitled under the SPA exceeds the amount then held pursuant to the Escrow Agreement (as defined in the SPA). Lessee's right to exercise set -off rights hereunder shall continue until February , 2007, except Lessee may continue to exercise its set -off rights after such date with respect to any claims of which Lessee provided notice to Lessor prior to that date. The exercise of such right of set -off by Lessee in good faith, whether or not ultimately determined to be KCO 1 DOCS\6692 17.3