Common use of Applicable Consents Clause in Contracts

Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property and (i) the holder of such Applicable Consent is a governmental authority, (ii) the failure to obtain such Applicable Consent would cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, or (iii) such Applicable Consent requested by Seller is denied in writing (any such Applicable Consent, a “Required Consent”), then, such Conveyed Property (and any associated Listed Interest and other Conveyed Properties) shall not be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent), and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest. (b) If, as of the expiration of the Cure Period, any Required Consent applicable to a Conveyed Property that was excluded from the Conveyed Properties conveyed by Seller to Buyer at Closing pursuant to Section 6.10(a) has been obtained, then within five (5) Business Days of the expiration of the Cure Period, Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties) and the Purchase Price shall be increased by an amount equal to the Allocated Value of such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties), subject to adjustments in accordance with Section 3.2 (such amount, the “RC Purchase Price Adjustment Amount”). (c) If any Applicable Consent with respect to any contract or agreement is not obtained prior to the Closing, then, until the earlier of the expiration of the Cure Period and such time that such Applicable Consent is obtained (or denied in writing), to the extent permissible under Law and under the terms of such contract or agreement, Seller shall provide the benefits and burdens of such contract or agreement to Buyer, and Buyer shall promptly reimburse Seller for, and shall DEFEND, INDEMNIFY and HOLD HARMLESS Seller (and each of the other Seller Indemnified Parties from and against any and all Liabilities incurred by Seller (or any of the other Seller Indemnified Parties) in connection therewith (to the extent such Liabilities are incurred in the ordinary course of business and consistent with past practices, in all material respects, or incurred in accordance with Buyer’s instructions), REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES. With respect to any contract or agreement for which any Applicable Consent has not been obtained as of the expiration of the Cure Period or is denied in writing, Seller shall endeavor to mutually agree with Buyer with respect to alternative arrangements intended to provide Buyer, to the greatest extent possible, with the benefit and burden of any such contract or agreement. (d) Notwithstanding any provisions of this Section 6.10 to the contrary or the inclusion in the Assignment of any Conveyed Properties subject to a Required Consent outstanding as of the Closing, neither this Agreement nor the Assignment shall be deemed to provide for the conveyance of any such Conveyed Properties to Buyer at the Closing.

Applicable Consents. (a) With Seller shall transmit all required notices with respect to each consents from Third Parties required prior to Closing to assign the Properties (such consents, other than Customary Post Closing Consents, “Applicable Consent, including those Consents”) set forth on Schedule 4.1(j), Seller, within 4.1(n) promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Parties. Seller shall thereafter use its commercially reasonable efforts to procure such third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “obtain all Applicable Consents”. Buyer shall reasonably assist Seller with those efforts. (b) If (i) Seller fails to obtain a Applicable Consent set forth in Schedule 4.1(n) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property and (i) the holder of such Applicable Consent is a governmental authority, (ii) the failure to obtain such Applicable Consent would (1) cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void void, (2) give rise to an express right of the counterparty to terminate the Applicable Contract or voidable Lease, or (y3) cause the termination of a Lease, Right of Way or an Applicable Contract or Lease under the express terms thereof, or (iiiii) such an Applicable Consent requested by Seller is denied in writing writing, or (any such iii) an Applicable Consent, Consent is required from a “Required Consent”)Governmental Authority, then, such Conveyed in each case, (x) the Property (and any associated Listed Interest and other Conveyed Propertiesor portion thereof) affected by such un-obtained Applicable Consent shall not be included in excluded from the Conveyed Properties conveyed by Seller to be assigned to Buyer pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent)Closing, and the Purchase Price shall be adjusted downward reduced by the Allocated Value of such Property (or portion thereof) so excluded. In the event that any such Listed Interest. Applicable Consent (b) If, as of the expiration of the Cure Period, any Required Consent applicable with respect to a Conveyed Property excluded pursuant to this Section 6.10(b)(i)) that was excluded from not obtained prior to Closing is obtained within ninety (90) days following the Conveyed Properties conveyed by Seller to Buyer at Closing pursuant to Section 6.10(a) has been obtainedDate, then within five then, on the tenth (510th) Business Days of the expiration of the Cure PeriodDay after such Applicable Consent is obtained, Seller shall assign the Property (or portion thereof) that was so excluded as a result of such previously un-obtained Applicable Consent to Buyer pursuant to an assignment instrument in substantially the same form as the Assignment, such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties) and Buyer shall pay to Seller the amount by which the Purchase Price shall be increased by an amount equal was reduced at Closing with respect to the Allocated Value Property (or portion thereof) so excluded (as adjusted pursuant to Section 3.2 through the date of such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties), subject to adjustments in accordance with Section 3.2 (such amount, the “RC Purchase Price Adjustment Amount”assignment). (c) If any Seller fails to obtain an Applicable Consent with respect set forth in Schedule 4.1(n) prior to any contract Closing (i) and the failure to obtain such Applicable Consent would not (1) cause the assignment of the Conveyed Interest (or agreement portion thereof) affected thereby to Buyer to be void, (2) give rise to an express right of the counterparty to terminate the Applicable Contract or Lease, or (3) cause the termination of an Applicable Contract or Lease under the express terms thereof, (ii) such Applicable Consent requested by Seller is not obtained prior to denied in writing by the Closingholder thereof, then, until the earlier of the expiration of the Cure Period and such time that (iii) such Applicable Consent is obtained not required from a Governmental Authority, then the Property (or denied in writing), portion thereof) subject to the extent permissible under Law and under the terms of such contract or agreement, Seller un-obtained Applicable Consent shall provide the benefits and burdens of such contract or agreement to Buyer, and Buyer shall promptly reimburse Seller for, and shall DEFEND, INDEMNIFY and HOLD HARMLESS Seller (and each of the other Seller Indemnified Parties from and against any and all Liabilities incurred nevertheless be assigned by Seller (or any of the other Seller Indemnified Parties) in connection therewith (to the extent such Liabilities are incurred in the ordinary course of business and consistent with past practices, in all material respects, or incurred in accordance with Buyer’s instructions), REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES. With respect to any contract or agreement for which any Applicable Consent has not been obtained as of the expiration of the Cure Period or is denied in writing, Seller shall endeavor to mutually agree with Buyer with respect to alternative arrangements intended to provide Buyer, to the greatest extent possible, with the benefit and burden of any such contract or agreement. (d) Notwithstanding any provisions of this Section 6.10 to the contrary or the inclusion in the Assignment of any Conveyed Properties subject to a Required Consent outstanding as of the Closing, neither this Agreement nor the Assignment shall be deemed to provide for the conveyance of any such Conveyed Properties to Buyer at Closing as part of the ClosingProperties. Any Liability that arises due to the failure to obtain such Applicable Consent shall be borne solely by Buyer.

Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such any required third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). All requests for consents shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property Lease and (i) the holder of such Applicable Consent is a governmental authority, authority or (ii) the failure Lease contains language to obtain the effect that the transfer of the Lease without such Applicable Consent would (A) be void, (B) cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, such Lease or (iiiC) result in any monetary penalty or material modification of such Applicable Consent requested by Seller is denied in writing Lease (any such Applicable Consent, a “Required Consent”), thenthen all documentation to be delivered at Closing with respect to such Lease and any associated Listed Interest and other Properties (collectively, the “Affected Interest”) (including a separate Assignment transferring such Conveyed Property Affected Interest to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Affected Interest in accordance with Section 2.2(b)(iv). (b) Any Lease (and any associated Listed Interest and other Conveyed Properties) that is subject to an Applicable Consent that is denied in writing prior to the Closing shall not be included in excluded from the Conveyed Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent), and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest. (b) If, as of the expiration of the Cure Period, any Required Consent applicable to a Conveyed Property that was excluded from the Conveyed Properties conveyed by Seller to Buyer at Closing pursuant to Section 6.10(a) has been obtained, then within five (5) Business Days of the expiration of the Cure Period, Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties) and the Purchase Price shall be increased by an amount equal to the Allocated Value of such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties), subject to adjustments in accordance with Section 3.2 (such amount, the “RC Purchase Price Adjustment Amount”2.2(b)(iv). (c) If any Applicable Consent with respect to any contract or agreement is not obtained prior to the Closing, then, until the earlier of the expiration of the Cure Period and such time that such Applicable Consent is obtained (or denied in writing), to the extent permissible under Law and under the terms of such contract or agreement, Seller shall provide the benefits and burdens of such contract or agreement to Buyer, and Buyer shall promptly reimburse Seller for, and shall DEFEND, INDEMNIFY and HOLD HARMLESS Seller (and each of the other Seller Indemnified Parties from and against any and all Liabilities incurred by Seller (or any of the other Seller Indemnified Parties) in connection therewith (to the extent such Liabilities are incurred in the ordinary course of business and consistent with past practices, in all material respects, or incurred in accordance with Buyer’s instructions), REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES. With respect to any contract or agreement for which any Applicable Consent has not been obtained as of the expiration of the Cure Period or is denied in writing, Seller shall endeavor to mutually agree with Buyer with respect to alternative arrangements intended to provide Buyer, to the greatest extent possible, with the benefit and burden of any such contract or agreement. (d) Notwithstanding any provisions of this Section 6.10 to the contrary or the inclusion in the Assignment of any Conveyed Properties subject to a Required Consent outstanding as of the Closing, neither this Agreement nor the Assignment shall be deemed to provide for the conveyance of any such Conveyed Properties to Buyer at the Closing.

Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such any required third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property Lease and (i) the holder of such Applicable Consent is a governmental authority, authority or (ii) the failure Lease contains language to obtain the effect that the transfer of the Lease without such Applicable Consent would cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) cause the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, or (iii) such Applicable Consent requested by Seller is denied in writing Lease (any such Applicable Consent, a “Required Consent”), then, such Conveyed Property Lease (and any associated Listed Interest and other Conveyed Properties) shall not be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent)Closing, and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed InterestInterest in accordance with Section 2.2(b)(iv). (b) Any Lease (and any associated Listed Interest and other Properties) that is subject to an Applicable Consent that is denied in writing prior to the Closing shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). (c) If, as of the expiration of the Cure Period, any the Required Consent applicable to a Conveyed Property Lease that was excluded from the Conveyed Properties conveyed by Seller to Buyer at Closing pursuant to Section 6.10(a5.10(a) has been obtained, then within five (5) Business Days business days of the expiration of the Cure Period, Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Conveyed Property Lease (and, if applicable, any associated Listed Interest and other Conveyed Properties) and the Purchase Price shall be increased by an amount equal to the Allocated Value of such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties), subject to adjustments in accordance with Section 3.2 (such amount, the “RC Purchase Price Adjustment Amount”). (cd) If any Applicable Consent with respect to any contract or agreement Applicable Contract is not obtained prior to the Closing, then, until the earlier of the expiration of the Cure Period and such time that such Applicable Consent is obtained (or denied in writing), to the extent permissible under Law law and under the terms of such contract or agreementApplicable Contract, Seller shall provide the benefits and burdens of such contract or agreement Applicable Contract to Buyer, and Buyer shall promptly reimburse Seller for, and shall DEFEND, INDEMNIFY and HOLD HARMLESS Seller (and each of the other Seller Indemnified Parties (as defined in Section 10.1)) from and against any and all Liabilities incurred by Seller (or any of the other Seller Indemnified Parties) in connection therewith (to the extent such Liabilities are incurred in the ordinary course of business and consistent with past practices, in all material respects, or incurred in accordance with Buyer’s instructions)therewith, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES. With respect to any contract or agreement Applicable Contract for which any Applicable Consent has not been obtained as of the expiration of the Cure Period or is denied in writing, Seller shall endeavor to mutually agree with Buyer with respect to alternative arrangements intended to provide Buyer, to the greatest extent possible, with the benefit and burden of any such contract or agreementApplicable Contract. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.10 shall be Buyer’s exclusive rights and remedies with respect to any Applicable Consent applicable to the Properties. (de) Notwithstanding any provisions of this Section 6.10 5.10 to the contrary or the inclusion in the Assignment of any Conveyed Properties subject to a Required Consent outstanding as of the Closing, neither this Agreement nor the Assignment shall be deemed to provide for the conveyance of any such Conveyed Properties to Buyer at the Closing.

Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts efforts, at Buyer’s expense, to procure such any required third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property Lease and (i) the holder of such Applicable Consent is a governmental authority, authority or (ii) the failure Lease contains language to obtain the effect that the transfer of the Lease without such Applicable Consent would cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) cause the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, or (iii) such Applicable Consent requested by Seller is denied in writing Lease (any such Applicable Consent, a “Required Consent”), then, such Conveyed Property Lease (and any associated Listed Interest and other Conveyed Properties) shall not be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent)Closing, and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed InterestInterest in accordance with Section 3.2(b)(iv). (b) Any Lease (and any associated Listed Interest and other Properties) that is subject to an Applicable Consent that is denied in writing prior to the Closing shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 3.2(b)(iv). (c) If, as of the expiration of the Cure Period, any Required Consent applicable to a Conveyed Property Lease that was excluded from the Conveyed Properties conveyed by Seller to Buyer at Closing pursuant to Section 6.10(a) has been obtained, then within five (5) Business Days of the expiration of the Cure Period, Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Conveyed Property Lease (and, if applicable, any associated Listed Interest and other Conveyed Properties) and the Purchase Price shall be increased by an amount equal to the Allocated Value of such Conveyed Property (andListed Interest, if applicable, plus or minus any associated Listed Interest and other Conveyed Properties), subject to applicable Purchase Price adjustments in accordance with Section 3.2 under this Agreement (such amount, the “RC Purchase Price Adjustment Amount”). (cd) If any Applicable Consent with respect to any contract or agreement Applicable Contract is not obtained prior to the Closing, then, until the earlier of the expiration of the Cure Period and such time that such Applicable Consent is obtained (or denied in writing), to the extent permissible under Law and under the terms of such contract or agreementApplicable Contract, Seller shall provide the benefits and burdens of such contract or agreement Applicable Contract to Buyer, and Buyer shall promptly reimburse Seller for, and shall DEFEND, INDEMNIFY and HOLD HARMLESS Seller (and each of the other Seller Indemnified Parties from and against any and all Liabilities incurred by Seller (or any of the other Seller Indemnified Parties) in connection therewith (to the extent such Liabilities are incurred in the ordinary course of business and consistent with past practices, in all material respects, or incurred in accordance with Buyer’s instructions)therewith, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES. With respect to any contract or agreement Applicable Contract for which any Applicable Consent has not been obtained as of the expiration of the Cure Period or is denied in writing, Seller shall endeavor to mutually agree with Buyer with respect to alternative arrangements intended to provide Buyer, to the greatest extent possible, with the benefit and burden of any such contract or agreementApplicable Contract. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 6.10 shall be Buyer’s exclusive rights and remedies with respect to any Applicable Consent applicable to the Properties. (de) Notwithstanding any provisions of this Section 6.10 to the contrary or the inclusion in the Assignment of any Conveyed Properties subject to a Required Consent outstanding as of the Closing, neither this Agreement nor the Assignment shall be deemed to provide for the conveyance of any such Conveyed Properties to Buyer at the Closing, provided that (i) the Purchase Price shall be adjusted downward by the Allocated Value of such Properties (to the extent such downward adjustment did not occur at Closing) if such Required Consent is not subsequently obtained, and (ii) if any such Properties are conveyed to Buyer pursuant to an Assignment and the Purchase Price is adjusted downward by the Allocated Value of such Properties, Buyer will convey such Properties back to Seller.

Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such any required third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). All requests for consents shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property Lease and (i) the holder of such Applicable Consent is a governmental authority, authority or (ii) the failure Lease contains language to obtain the effect that the transfer of the Lease without such Applicable Consent would (A) be void, (B) cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, such Lease or (iiiC) result in any monetary penalty or material modification of such Applicable Consent requested by Seller is denied in writing Lease (any such Applicable Consent, a “Required Consent”), thenthen all documentation to be delivered at Closing with respect to such Lease and any associated Listed Interest and other Properties (collectively, the “Affected Interest”) (including a separate Assignment transferring such Conveyed Property Affected Interest to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Affected Interest in accordance with Section 2.2(b)(iv). (b) Any Lease (and any associated Listed Interest and other Conveyed Properties) that is subject to an Applicable Consent that is denied in writing prior to the Closing shall not be included in excluded from the Conveyed Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent), and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed InterestInterest in accordance with Section 2.2(b)(iv). (bc) If, as of the expiration of the Cure Period, Upon obtaining any Required Consent applicable to a Conveyed Property that Lease for which documentation was excluded from the Conveyed Properties conveyed by Seller not delivered to Buyer at Closing pursuant to Section 6.10(a) has been obtained5.10(a), then Seller shall promptly advise Buyer thereof and within five (5) Business Days of the expiration of the Cure Periodthereafter, (i) Seller shall assign deliver to Buyer pursuant all documentation executed at Closing with respect to an assignment in substantially the same form as the Assignmentsuch Affected Interest but not previously delivered to Buyer, such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties) and the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Conveyed Property (and, if applicable, any associated Listed Affected Interest and other Conveyed Properties), subject to adjustments in accordance with Section 3.2 (such amount, the “RC Purchase Price Adjustment Amount”), and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Interest. If at the end of the Cure Period any Required Consent has not been obtained, then the applicable Affected Interest shall be permanently removed from the Properties subject to this Agreement. (cd) If any Applicable Consent with respect to any contract or agreement Applicable Contract is not obtained prior to the Closing, then, until the earlier of the expiration of the Cure Period and such time that such Applicable Consent is obtained (or denied in writing), to the extent permissible under Law and under the terms of such contract or agreementApplicable Contract, Seller shall provide the benefits and burdens of such contract or agreement Applicable Contract to Buyer, and Buyer shall promptly reimburse Seller for, and shall DEFEND, INDEMNIFY and HOLD HARMLESS Seller (and each of the other Seller Indemnified Parties (as defined in Section 10.1)) from and against any and all Liabilities incurred by Seller (or any of the other Seller Indemnified Parties) in connection therewith (to the extent such Liabilities are incurred in the ordinary course of business and consistent with past practices, in all material respects, or incurred in accordance with Buyer’s instructions)therewith, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES. With respect to any contract or agreement Applicable Contract for which any Applicable Consent has not been obtained as of the expiration of the Cure Period or is denied in writing, Seller shall endeavor to mutually agree with Buyer with respect to alternative arrangements intended to provide Buyer, to the greatest extent possible, with the benefit and burden of any such contract or agreementApplicable Contract. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.10 shall be Buyer’s exclusive rights and remedies with respect to any Applicable Consent applicable to the Properties. (de) Notwithstanding any provisions of this Section 6.10 5.10 to the contrary or the inclusion in the Assignment of any Conveyed Properties subject to a Required Consent outstanding as of the Closing, neither this Agreement nor the Assignment shall be deemed to provide for the conveyance of any such Conveyed Properties to Buyer at the Closing.

Applicable Consents. (a) With respect Prior to each Applicable Consentclosing hereunder, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such any required third party consents (other than consents, excluding Customary Post-Closing Consents) , necessary to transfer the Conveyed Properties ½ Property Share to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller EPC (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closingclosing hereunder, until the expiration of 120 days after the closing hereunder (“Cure Period Period”) (provided, however, that Seller Sellers shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed NPR Property at Closingclosing hereunder, an undivided one-half interest of such Conveyed NPR Property shall be included in the Conveyed Properties ½ Property Share conveyed by Seller to Buyer EPC pursuant to this Agreement at the Closingclosing hereunder, without any reduction to the EPC Purchase Price with respect thereto; provided, however, that, if, as of the Closingclosing hereunder, Seller has Sellers have not obtained any Applicable Consent with respect to any Conveyed Property and (i) Lease that contains language to the holder effect that the transfer of such Applicable Consent is a governmental authority, (ii) the failure to obtain Lease without such Applicable Consent would cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) cause the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, or (iii) such Applicable Consent requested by Seller is denied in writing Lease (any such Applicable Consent, a “Required Consent”), then, such Conveyed Property Lease (and any associated Listed Interest and other Conveyed NPR Properties) shall not be included in the Conveyed Properties ½ Property Share conveyed by Seller Sellers to Buyer EPC pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent)closing hereunder, and the EPC Purchase Price shall be adjusted downward by one-half of the Allocated Value of any the NPR Property Rights to such Listed Interest. Lease set forth in the NPR PSA. If following closing hereunder (b) If, as of but prior to the expiration of the Cure Period, ) any Required Consent applicable to a Conveyed Property Lease that was excluded from the Conveyed Properties ½ Property Share conveyed by Seller to Buyer EPC at Closing pursuant to this Section 6.10(a5.9(a) has been is obtained, then within five ten (510) Business Days of the expiration of the Cure Periodobtaining such Required Consent, Seller Sellers shall assign to Buyer EPC pursuant to an assignment in substantially the same form as the Assignment, an undivided one-half of the NPR Property rights to such Conveyed Property Lease (and, if applicable, an undivided one-half any associated Listed Interest and other Conveyed NPR Properties) and the EPC Purchase Price shall be increased by an amount equal to one-half of the Allocated Value of such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties), subject to adjustments NPR Properties set forth in accordance with Section 3.2 (such amount, the “RC Purchase Price Adjustment Amount”)NPR PSA. (cb) If any Applicable Consent with respect to any contract or agreement Applicable Contract is not obtained prior to the Closingclosing hereunder, then, until the earlier of the expiration of the Cure Period and such time that such Applicable Consent is obtained (or denied in writing), to the extent permissible under Law and under the terms of such contract or agreementApplicable Contract, Seller Sellers shall provide to EPC the benefits and burdens of such contract or agreement Applicable Contract to Buyerthe extent attributable to the ½ Property Share of such Applicable Contract which would otherwise have been assigned to EPC at closing hereunder, and Buyer EPC shall promptly reimburse Seller Sellers for, and shall DEFEND, INDEMNIFY and HOLD HARMLESS Seller Sellers (and each of the other Seller Foundation Indemnified Parties Parties) from and against any and all obligations and Liabilities incurred by Seller Sellers (or any of the other Seller Indemnified Parties) in connection therewith (to the extent such Liabilities are incurred in the ordinary course of business and consistent with past practices, in all material respects, or incurred in accordance with Buyer’s instructions), REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES. With respect to any contract or agreement for which any Applicable Consent has not been obtained as of the expiration of the Cure Period or is denied in writing, Seller shall endeavor to mutually agree with Buyer with respect to alternative arrangements intended to provide Buyer, to the greatest extent possible, with the benefit and burden of any such contract or agreement.Foundation (dc) Notwithstanding any provisions of this Section 6.10 5.9 to the contrary or the inclusion in the Assignment of an undivided one-half interest of any Conveyed NPR Properties subject to a Required Consent outstanding as of the Closing, neither this Agreement nor the Assignment shall be deemed to provide for the conveyance of any portion of such Conveyed NPR Properties to Buyer EPC at the Closingclosing hereunder, provided that (i) the EPC Purchase Price shall be adjusted downward by one-half of the Allocated Value of such NPR Properties set forth in the NPR PSA(to the extent such downward adjustment did not occur at closing hereunder) if such Required Consent is not subsequently obtained, and (ii) if an undivided one-half interest of any such NPR Properties are conveyed to EPC pursuant to an Assignment and the EPC Purchase Price is adjusted downward by one-half of the Allocated Value of such NPR Properties set forth in the NPR PSA, EPC will convey the share of such NPR Properties back to Sellers. (d) With respect to each Applicable Consent (other than a Required Consent) which is not obtained prior to closing hereunder, EPC shall have no claim against, and hereby releases and agrees to defend and indemnify the Foundation Indemnified Parties from any claim or loss arising out of the conveyance of an interest in the applicable asset without having obtained the Applicable Consent therefor. ARTICLE VI

Applicable Consents. (a) With Seller shall transmit all required notices with respect to each consents from Third Parties required prior to Closing to assign the Properties (such consents, other than Customary Post Closing Consents, “Applicable Consent, including those Consents”) set forth on Schedule 4.1(j), Seller, within 4.1(n) promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Parties. Seller shall thereafter use its commercially reasonable efforts to procure such third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “obtain all Applicable Consents”. Buyer shall reasonably assist Seller with those efforts. (b) If (i) Seller fails to obtain a Applicable Consent set forth in Schedule 4.1(n) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property and (i) the holder of such Applicable Consent is a governmental authority, (ii) the failure to obtain such Applicable Consent would (1) cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void void, (2) give rise to an express right of the counterparty to terminate the Applicable Contract or voidable Lease, or (y3) cause the termination of a Lease, Right of Way or an Applicable Contract or Lease under the express terms thereof, or (iiiii) such an Applicable Consent requested by Seller is denied in writing writing, or (any such iii) an Applicable Consent, Consent is required from a “Required Consent”)Governmental Authority, then, such Conveyed in each case, (x) the Property (and any associated Listed Interest and other Conveyed Propertiesor portion thereof) affected by such un-obtained Applicable Consent shall not be included in excluded from the Conveyed Properties conveyed by Seller to be assigned to Buyer pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent)Closing, and the Purchase Price shall be adjusted downward reduced by the Allocated Value of such Property (or portion thereof) so excluded. In the event that any such Listed Interest. Applicable Consent (b) If, as of the expiration of the Cure Period, any Required Consent applicable with respect to a Conveyed Property excluded pursuant to this Section 6.10(b)(i)) that was excluded from not obtained prior to Closing is obtained within ninety (90) days following the Conveyed Properties conveyed by Seller to Buyer at Closing pursuant to Section 6.10(a) has been obtainedDate, then within five then, on the tenth (510th) Business Days of the expiration of the Cure PeriodDay after such Applicable Consent is obtained, Seller shall assign the Property (or portion thereof) that was so excluded as a result of such previously un- obtained Applicable Consent to Buyer pursuant to an assignment instrument in substantially the same form as the Assignment, such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties) and Buyer shall pay to Seller the amount by which the Purchase Price shall be increased by an amount equal was reduced at Closing with respect to the Allocated Value Property (or portion thereof) so excluded (as adjusted pursuant to Section 3.2 through the date of such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties), subject to adjustments in accordance with Section 3.2 (such amount, the “RC Purchase Price Adjustment Amount”assignment). (c) If any Seller fails to obtain an Applicable Consent with respect to any contract or agreement is not obtained set forth in Schedule 4.1(n) prior to Closing (i) and the Closing, then, until the earlier of the expiration of the Cure Period and such time that failure to obtain such Applicable Consent is obtained would not (1) cause the assignment of the Conveyed Interest (or denied in writing), to the extent permissible under Law and under the terms of such contract or agreement, Seller shall provide the benefits and burdens of such contract or agreement to Buyer, and Buyer shall promptly reimburse Seller for, and shall DEFEND, INDEMNIFY and HOLD HARMLESS Seller (and each of the other Seller Indemnified Parties from and against any and all Liabilities incurred by Seller (or any of the other Seller Indemnified Partiesportion thereof) in connection therewith (to the extent such Liabilities are incurred in the ordinary course of business and consistent with past practices, in all material respects, or incurred in accordance with Buyer’s instructions), REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES. With respect to any contract or agreement for which any Applicable Consent has not been obtained as of the expiration of the Cure Period or is denied in writing, Seller shall endeavor to mutually agree with Buyer with respect to alternative arrangements intended to provide Buyer, to the greatest extent possible, with the benefit and burden of any such contract or agreement. (d) Notwithstanding any provisions of this Section 6.10 to the contrary or the inclusion in the Assignment of any Conveyed Properties subject to a Required Consent outstanding as of the Closing, neither this Agreement nor the Assignment shall be deemed to provide for the conveyance of any such Conveyed Properties affected thereby to Buyer at the Closing.to be void,

Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such any required third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property Lease and (i) the holder of such Applicable Consent is a governmental authority, authority or (ii) the failure Lease contains language to obtain the effect that the transfer of the Lease without such Applicable Consent would cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) cause the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, or (iii) such Applicable Consent requested by Seller is denied in writing Lease (any such Applicable Consent, a “Required Consent”), then, such Conveyed Property Lease (and any associated Listed Interest and other Conveyed PropertiesInterest) shall not be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, but no reduction to the Purchase Price at Closing shall be made with respect thereto. (or b) Any Properties that are subject to an Applicable Consent that is denied in writing prior to the Parties Closing shall take such other actions as are reasonable necessary in order comply with be excluded from the terms Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement and, subject to the application of the instrument creating such Required Consent)Title Threshold and the Title Deductible, and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed InterestProperty in accordance with Section 2.2(b)(iv). (bc) If, as of the expiration of the Cure Period, any Required Consent applicable with respect to any Lease has not been obtained (or has been denied, in writing), or any other Applicable Consent has been denied, in writing, then, subject to the application of the Title Threshold and the Title Deductible, the Purchase Price shall be adjusted downward by the Allocated Value of such Property (including, in the case of any Required Consent affecting a Lease associated with any Listed Interest, the Allocated Value of such Listed Interest) in accordance with Section 2.2(b)(vii). With respect to any Lease that is subject to a Conveyed Property Required Consent that was excluded from the Conveyed Properties conveyed by Seller to Buyer at Closing pursuant to Section 6.10(a) has been obtainedobtained as of the expiration of the Cure Period, then within five (5) Business Days business days of the expiration of the Cure Period, Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Conveyed Property Lease (and, if applicable, any associated Listed Interest and other Conveyed Properties) and the Purchase Price shall be increased by an amount equal to the Allocated Value of such Conveyed Property (and, if applicable, any associated Listed Interest and other Conveyed Properties), subject to adjustments in accordance with Section 3.2 (such amount, the “RC Purchase Price Adjustment Amount”Interest). (cd) If any Applicable Consent with respect to any contract or agreement Applicable Contract is not obtained prior to the Closing, then, until the earlier of the expiration of the Cure Period and such time that such Applicable Consent is obtained (or denied in writing), to the extent permissible under Law law and under the terms of such contract or agreementApplicable Contract, Seller shall provide the benefits and burdens of such contract or agreement Applicable Contract to Buyer, and Buyer shall promptly reimburse Seller for, and shall DEFEND, INDEMNIFY and HOLD HARMLESS Seller (and each of the other Seller Indemnified Parties (as defined in Section 10.1)) from and against any and all Liabilities incurred by Seller (or any of the other Seller Indemnified Parties) in connection therewith (to the extent such Liabilities are incurred in the ordinary course of business and consistent with past practices, in all material respects, or incurred in accordance with Buyer’s instructions)therewith, REGARDLESS OF WHETHER SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES. With respect to any contract or agreement Applicable Contract for which any Applicable Consent has not been obtained as of the expiration of the Cure Period or is denied in writing, Seller shall endeavor to mutually agree with Buyer with respect to alternative arrangements intended to provide Buyer, to the greatest extent possible, with the benefit and burden of any such contract or agreementApplicable Contract. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.10 shall be Buyer’s exclusive rights and remedies with respect to any Applicable Consent applicable to the Properties. (de) Notwithstanding any provisions of this Section 6.10 5.10 to the contrary or the inclusion in the Assignment of any Conveyed Properties subject to a Required Consent outstanding as of the Closing, neither this Agreement nor the Assignment shall be deemed to provide for the conveyance of any such Conveyed Properties to Buyer at the Closing.