Common use of Curative Provisions Clause in Contracts

Curative Provisions. The following shall apply with respect to each Title Defect that Seller elects to attempt to cure pursuant to Section 5.4(b) (each a “Subject Defect”): (a) The Assets affected by each Subject Defect shall be conveyed to Purchaser at the Closing; an amount equal to the Title Defect Value of each Subject Defect (as asserted in good faith by Purchaser, unless the Parties have otherwise agreed upon an amount) shall be deducted from amounts otherwise payable at the Closing under Section 8.2(b)(iii); and at the Closing, Purchaser shall deposit such amount into the Escrow Account pursuant to the Escrow Agreement pending the curing or resolution of the applicable Subject Defect. (b) Seller shall have a one hundred eighty (180) day period after the Closing within which to attempt to cure the Subject Defects; provided, that, if Seller’s curative efforts with respect to a Subject Defect require the initiation of proceedings before a Governmental Authority, such one hundred eighty (180) day period with respect thereto shall be extended for so long as such proceedings are diligently pursued in good faith by Seller until such proceedings are concluded pursuant to a final, non-appealable judgment or are otherwise finally resolved (the applicable cure period being hereinafter referred to as the “Cure Period”); provided, in no event, shall the Cure Period exceed three hundred sixty five (365) days. Purchaser agrees to cooperate at Seller’s cost and expense with Seller in connection with its curative efforts, including in connection with any proceedings before a Governmental Authority. (c) In the event that Seller believes in good faith that it has cured a Subject Defect within the Cure Period, Seller shall submit such curative efforts to Purchaser for approval (which approval shall not be unreasonably withheld). Purchaser shall be deemed to have approved such curative efforts in the event Purchaser does not notify Seller of its objection to the same (and the reasons therefor) within ten (10) days after Purchaser’s receipt thereof. In the event Purchaser so objects, Seller shall have an additional period of ten (10) days within which to perform additional curative efforts to satisfy Purchaser’s objections (and the Cure Period applicable thereto shall be extended accordingly). In any event: (i) except with respect to curative efforts that Purchaser has been deemed to have approved, each Party retains the right to dispute whether or not a Subject Defect has been cured and whether or not a Subject Defect constitutes a Title Defect, and (ii) any such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 5.9, which dispute resolution procedures must be initiated on or before ten (10) days after the end of the Cure Period. (d) Except for each Subject Defect that is submitted to arbitration pursuant to Section 5.5(c) (in which event the amount deposited in escrow with respect thereto, if any, shall remain in escrow pending resolution of the applicable Subject Defect), with respect to each Subject Defect that has neither been cured to Purchaser’s reasonable satisfaction prior to the expiration of the Cure Period or waived by Purchaser: (i) the Parties shall instruct the Escrow Agent to pay the amount deposited into escrow on account thereof to Purchaser, subject to the limitations set forth in Section 5.3; and (ii) Purchaser shall reconvey the portion of the Assets that are subject to such Subject Defect to Seller without warranty of title, except as to matters arising by, through or under Purchaser; provided, that, in the event Purchaser is not able to convey such portion to Seller without conveying additional portions of the Assets to Seller, Seller shall have the option to either (x) require Purchaser to reconvey all such required portions of the Assets to Seller, in which event Seller shall pay to Purchaser the Allocated Value of such portions (less the amount paid to Purchaser pursuant to clause (i)), or (y) waive any rights to any reconveyance with respect thereto. In connection with any such reconveyance, the Parties shall account to one another to place each Party in the position it would have been if the original conveyance had not taken place. (e) With respect to each Subject Defect that has been cured and conveyed to Purchaser in accordance with the provisions hereof prior to the expiration of the Cure Period, the Parties shall instruct the Escrow Agent to pay the amount deposited into escrow on account thereof to Seller.

Curative Provisions. The following shall apply with respect to each Title Defect that a Seller elects to attempt attempts to cure pursuant to Section 5.4(b4.04(c) (each each, a “Subject Defect”): (a) The Assets affected by each Subject Defect shall be conveyed to Purchaser Buyer at the Closing; an amount equal to the Title Defect Value Amount of each Subject Defect (as asserted in good faith by PurchaserBuyer, unless the Parties have otherwise agreed upon an amount) shall be deducted from amounts otherwise payable at the Closing under Section 8.2(b)(iii)Closing; and at the Closing, Purchaser Buyer shall deposit such amount into the an escrow account established with Escrow Account Agent pursuant to the terms of an escrow agreement in a form acceptable to Escrow Agreement Agent and reasonably acceptable to Buyer and the Seller Representative pending the curing or resolution of the applicable Subject Defect. (b) Such Seller shall have a one hundred eighty ninety (180) day 90)-day period after the Closing within which to attempt to cure the Subject Defects; provided, however, that, (i) such Seller shall have one hundred and eighty (180) days following the Closing Date to attempt to cure any Subject Defect with respect to the matter described in Schedule 4.05(b) and (ii) if such Seller’s curative efforts with respect to a Subject Defect require the initiation of proceedings before a Governmental Authority, such one hundred eighty (180) day the applicable cure period with respect thereto shall be extended for so long as such proceedings are diligently pursued in good faith by such Seller until such proceedings are concluded pursuant to a final, non-appealable judgment or are otherwise finally resolved (the applicable cure period being hereinafter referred to as the “Cure Period”); provided, in no event, shall the Cure Period exceed three hundred sixty five (365) days. Purchaser Buyer agrees to cooperate at such Seller’s cost and expense with the Seller Representative in connection with its such Seller’s curative efforts, including in connection with any proceedings before a Governmental Authority. (c) In the event that a Seller believes in good faith that it has cured a Subject Defect within the Cure Period, the Seller Representative shall submit such the applicable curative efforts to Purchaser Buyer for approval (which approval shall not be unreasonably withheld). Purchaser Buyer shall be deemed to have approved such curative efforts in the event Purchaser Buyer does not notify the Seller Representative of its objection to the same (and the reasons therefor) within ten (10) days after PurchaserBuyer’s receipt thereof. In the event Purchaser Buyer so objects, such Seller shall have an additional period of ten (10) days within which to perform additional curative efforts to satisfy PurchaserBuyer’s objections (and the Cure Period applicable thereto shall be extended accordingly). In any event: (i) except with respect to curative efforts that Purchaser Buyer has been deemed to have approved, each Party retains the right to dispute whether or not a Subject Defect has been cured and whether or not a Subject Defect constitutes a Title Defect and/or the Title Defect Amount with respect to such Subject Defect, and (ii) any such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 5.94.08(b)(ii) and Section 4.08(b)(iii), which dispute resolution procedures must be initiated on or before ten (10) days after the end of the Cure Period. (d) Except for each Subject Defect that is submitted to arbitration pursuant to Section 5.5(c4.05(c) (in which event the amount deposited in escrow with respect thereto, if any, shall remain in escrow pending resolution of the applicable Subject Defect), with respect to each Subject Defect that has neither been cured to PurchaserBuyer’s reasonable satisfaction prior to the expiration of the Cure Period or waived by PurchaserBuyer: (i) if the Parties remaining Title Defect Amount exceeds 50% of the Allocated Value for the Title Defect Property attributable to such Subject Defect, at Seller Representative’s option, exercisable at any time within ten (10) days after the end of the Cure Period or within three (3) days after the date the remaining Title Defect Amount is determined, whichever is later, the Seller Representative and Buyer shall instruct the Escrow Agent to pay the amount deposited into escrow on account thereof to Purchaser, subject to the limitations set forth in Section 5.3Buyer; and (ii) Purchaser Buyer shall reconvey the portion of the Assets that are subject to such Subject Defect to the applicable Seller without warranty of title, except as to matters arising by, through or under PurchaserBuyer; provided, that, in provided that if the event Purchaser escrowed amount is not able to convey such portion to Seller without conveying additional portions of the Assets to Seller, Seller shall have the option to either (x) require Purchaser to reconvey all such required portions of the Assets to Seller, in which event Seller shall pay to Purchaser less than the Allocated Value for such reconveyed Assets, the applicable Seller will promptly pay the remainder of such portions (less the amount paid Allocated Value to Purchaser pursuant to clause (i)), or (y) waive any rights to any reconveyance with respect theretoBuyer. In connection with any such reconveyance, the Parties shall account to one another to place each Party in the position it would have been if the original conveyance had not taken place. For all other Subject Defects subject to this Section 4.05(d), the Seller Representative and Buyer shall instruct Escrow Agent to pay the amounts deposited in escrow in respect of any portion of the Subject Defect that was cured to the applicable Seller, and pay the amounts deposited in escrow in respect of any portion of the Subject Defect that was not cured to Buyer, provided that if such escrowed amount is less than the amount to be paid to Buyer, the applicable Seller will promptly pay the remainder of such amount to Buyer. (e) With respect to each Subject Defect that has been cured and conveyed to Purchaser in accordance with the provisions hereof prior to the expiration of the Cure Period, the Parties Seller Representative and Buyer shall jointly instruct the Escrow Agent to pay the amount deposited into escrow on account thereof to SellerSellers. (f) Anything herein to the contrary notwithstanding, if as a result of Sellers’ curative efforts and/or successful resolution of Title Defects pursuant to Section 4.08(b) or of Environmental Defects pursuant to Section 5.06, the sum of all Title Defect Amounts and Environmental Defect Amounts is reduced below the Defect Deductible, (i) the Seller Representative and Buyer shall jointly instruct Escrow Agent to pay to Sellers all remaining amounts deposited with Escrow Agent on account of Title Defects or Environmental Defects and (ii) Buyer shall pay to Sellers any amounts by which the Purchase Price was previously reduced on account of Title Defects or Environmental Defects to the extent such amounts have not been previously paid to Sellers.

Curative Provisions. The following shall apply with respect to each Title Defect that Seller elects to attempt to cure pursuant to Section 5.4(b) (each a “Subject Defect”): (a) The Assets Subject Interests affected by each Subject Defect shall be conveyed to Purchaser at the Closing; an amount equal to the Title Defect Value of each Subject Defect (as asserted in good faith by Purchaser, unless the Parties have otherwise agreed upon an amount) shall be deducted from amounts otherwise payable at the Closing under Section 8.2(b)(iii); and at the Closing, Purchaser shall deposit such amount into retain the Escrow Account pursuant to the Escrow Agreement Title Defect Value of each Subject Defect pending the curing or resolution of the applicable Subject Defect. (b) Seller shall have a one hundred eighty Ninety (18090) day period after the Closing within which to attempt to cure the Subject Defects; provided, that, if Seller’s curative efforts with respect to a Subject Defect require the initiation of proceedings before a Governmental Authority, such one hundred eighty Ninety (18090) day period with respect thereto shall be extended for so long as such proceedings are diligently pursued in good faith by Seller until such proceedings are concluded pursuant to a final, non-appealable judgment or are otherwise finally resolved (the applicable cure period being hereinafter referred to as the “Cure Period”); provided, in no event, shall the Cure Period exceed three one hundred sixty five and twenty (365120) days. Purchaser agrees to cooperate at Seller’s cost and expense with Seller in connection with its curative efforts, including in connection with any proceedings before a Governmental Authority. (c) In the event that Seller believes in good faith that it has cured a Subject Defect within the Cure Period, Seller shall submit such curative efforts to Purchaser for approval (which approval shall not be unreasonably withheld). Purchaser shall be deemed to have approved such curative efforts in the event Purchaser does not notify Seller of its objection to the same (and the reasons therefor) within ten (10) days after Purchaser’s receipt thereof. In the event Purchaser so objects, Seller shall have an additional period of ten (10) days within which to perform additional curative efforts to satisfy Purchaser’s objections (and the Cure Period applicable thereto shall be extended accordingly). In any event: (i) except with respect to curative efforts that Purchaser has been deemed to have approved, each Party retains the right to dispute whether or not a Subject Defect has been cured and whether or not a Subject Defect constitutes a Title Defect, and (ii) any such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 5.9Article V, which dispute resolution procedures must be initiated on or before ten (10) days after the end of the Cure Period. (d) Except for each Subject Defect that is submitted to arbitration pursuant to Section 5.5(c) (in which event the amount deposited in escrow retained with respect thereto, if any, shall remain in escrow with Purchaser pending resolution of the applicable Subject Defect), with respect to each Subject Defect that has neither been cured to Purchaser’s reasonable satisfaction prior to the expiration of the Cure Period or waived by Purchaser: (i) the Parties agree that Purchasers shall instruct the Escrow Agent to pay the amount deposited into escrow on account thereof to Purchaserretain for its account, subject to the limitations set forth in Section 5.3; and (ii) Purchaser shall reconvey re-convey the portion of the Assets Subject Interests that are subject to such Subject Defect to Seller without warranty of title, except as to matters arising by, through or under Purchaser; provided, that, in the event Purchaser is not able to convey such portion to Seller without conveying additional portions of the Assets Subject Interests to Seller, Seller shall have the option to either (xa) require Purchaser to reconvey re-convey all such required portions of the Assets Subject Interests to Seller, in which event Seller shall pay to Purchaser the Allocated Value of such portions (less the amount paid to Purchaser pursuant to clause (i)), or (yb) waive any rights to any reconveyance re-conveyance with respect thereto. In connection with any such reconveyancere-conveyance, the Parties shall account to one another to place each Party in the position it would have been if the original conveyance had not taken place. (e) With respect to each Subject Defect that has been cured and conveyed to Purchaser in accordance with the provisions hereof prior to the expiration of the Cure Period, the Parties shall instruct the Escrow Agent agree that Purchaser pays to pay Seller’s account the amount deposited into escrow on account thereof to Sellerpreviously retained by Purchaser for such Title Defect.

Curative Provisions. The following shall apply with respect to each Title Defect that Seller elects to attempt to cure pursuant to Section 5.4(b) (each a “Subject Defect”): (a) The Assets affected by each Subject Defect shall be conveyed to Purchaser at the Closing; an amount equal to the Title Defect Value of each Subject Defect (as asserted in good faith by Purchaser, unless the Parties have otherwise agreed upon an amount) shall be deducted from amounts otherwise payable at the Closing under Section 8.2(b)(iii); and at the Closing, Purchaser shall deposit such amount into the Escrow Account pursuant to the Escrow Agreement pending the curing or resolution of the applicable Subject Defect. (b) Seller 28.1 Lessee shall have a one hundred eighty (180) day period after the Closing within which to attempt to cure the Subject Defects; provided, that, if Seller’s curative efforts with respect to a Subject Defect require the initiation of proceedings before a Governmental Authority, such one hundred eighty (180) day period with respect thereto shall be extended for so long as such proceedings are diligently pursued in good faith by Seller until such proceedings are concluded pursuant to a final, non-appealable judgment or are otherwise finally resolved (the applicable cure period being hereinafter referred to as the “Cure Period”); provided, in no event, shall the Cure Period exceed three hundred sixty five (365) days. Purchaser agrees to cooperate at Seller’s cost and expense with Seller in connection with its curative efforts, including in connection with any proceedings before a Governmental Authority. (c) In the event that Seller believes in good faith that it has cured a Subject Defect within the Cure Period, Seller shall submit such curative efforts to Purchaser for approval (which approval shall not be unreasonably withheld). Purchaser shall be deemed to have approved such curative efforts in the event Purchaser does not notify Seller of its objection to the same (and the reasons therefor) within ten (10) days after Purchaser’s receipt thereofof written notice from Lessor to cure any default in the payment of any sums herein required be made. In the event Purchaser so objectsof any Lessor approved Lessee assignment or sublet. Lessor shall give written notice to Lessee of any default committed under this Lease by an assignee or sublessee of Lessee. Any notice which is to be given to Lessee hereunder shall be deemed sufficiently given if sent by Certified or Registered Mail, Seller shall have an additional postage prepaid, to Lessee at the leased premises or at the principle office of Lessee. If Lessee fails to correct such defaults. Lessor may terminate this Lease after the ten (10) day period and retake possession of the premises. In the event the default is of such character as to require more than ten (10) days within which (any payment obligation excepted) to perform additional curative efforts cure, Lessee shall proceed in a prudent and expeditious manner to satisfy Purchaser’s objections cure said default; said period however shall not exceed thirty (and the Cure Period applicable thereto shall be extended accordingly). In any event: (i) except with respect to curative efforts that Purchaser has been deemed to have approved, each Party retains the right to dispute whether or not a Subject Defect has been cured and whether or not a Subject Defect constitutes a Title Defect, and (ii) any such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 5.9, which dispute resolution procedures must be initiated on or before ten (1030) days after from the end day of the Cure Periodinitial default. Upon failure of the Lessee to follow through and satisfy said default within the thirty (30) day period. Lessor may terminate this Lease with a thirty (30) day notice. (d) Except for each Subject Defect that is submitted to arbitration pursuant to Section 5.5(c) (in which event 28.2 The subsequent acceptance of rent hereunder by Lessor shall not be deemed a waiver of any preceding breach of any obligation hereunder by Lessee other than the amount deposited in escrow with respect thereto, if any, shall remain in escrow pending resolution of the applicable Subject Defect), with respect to each Subject Defect that has neither been cured to Purchaser’s reasonable satisfaction prior to the expiration of the Cure Period or waived by Purchaser: (i) the Parties shall instruct the Escrow Agent failure to pay the amount deposited into escrow on account thereof particular payment so accepted, and the waiver of any breach of any covenant or condition by Lessor shall not constitute a waiver of any other breach regardless of knowledge thereof. Furthermore, acceptance of partial or late payment by Lessor of any payment obligation of Lessee, shall not be deemed a waiver of Lessee's breach for failure to Purchaser, subject to pay said payment in a full and timely manner. 28.3 In the limitations set forth in Section 5.3; and (ii) Purchaser case suit shall reconvey the portion be brought for recovery of possession of the Assets that are subject leased premises, for the recovery of rent or any other amount due under the provision of this Lease, or because of the breach of any other covenant herein contained on the part of Lessee to such Subject Defect to Seller without warranty be kept or performed, and a breach shall be established, both the Lessor and Lessee shall be responsible for its own legal costs and fees. 28.4 Lessee hereby expressly waives any and all rights of title, except as to matters arising by, through redemption granted by or under Purchaser; provided, that, any present or future laws in the event Purchaser is not able to convey such portion to Seller without conveying additional portions of Lessee being evicted or dispossessed for any cause or in the event of Lessor obtaining possession of the Assets to Sellerleased premises, Seller shall have the option to either (x) require Purchaser to reconvey all such required portions by reason of the Assets to Seller, in which event Seller shall pay to Purchaser violation by Lessee of any of the Allocated Value covenants or conditions of such portions (less the amount paid to Purchaser pursuant to clause (i))this Lease, or (y) waive any rights to any reconveyance with respect thereto. In connection with any such reconveyance, the Parties shall account to one another to place each Party in the position it would have been if the original conveyance had not taken placeotherwise. (e) With respect to each Subject Defect that has been cured and conveyed to Purchaser in accordance with the provisions hereof prior to the expiration of the Cure Period, the Parties shall instruct the Escrow Agent to pay the amount deposited into escrow on account thereof to Seller.

Curative Provisions. The following shall apply with respect to each Title Defect that Seller elects to attempt attempts to cure pursuant to Section 5.4(b5.4(iii) (each a “Subject Defect”): (a) The Assets affected by each Subject Defect shall be conveyed by Seller to Purchaser at the Closing; an amount equal to Closing (unless the Title Defect Value of each Subject Defect (as asserted in good faith by Purchaser, unless the Parties have otherwise agreed upon an amount) shall be deducted from amounts otherwise payable at the Closing under Section 8.2(b)(iiiis a Material Consent); and at the Closing, Purchaser shall deposit such amount into the Escrow Account pursuant to the Escrow Agreement pending the curing or resolution of the applicable Subject Defect. (b) Seller shall have a one hundred eighty (180100) day period after (i) the Closing with respect to Subject Defects within which to attempt to cure the such Subject Defects; Defects provided, that, in each case, if Seller’s curative efforts with respect to a Subject Defect require the initiation of proceedings before a Governmental Authority, such one hundred eighty (180100) day period with respect thereto shall be extended for so long as such proceedings are diligently pursued in good faith by Seller until such proceedings are concluded pursuant to a final, non-non- appealable judgment or are otherwise finally resolved resolved, such extension not to exceed the Final Payment Date (the applicable cure period being hereinafter referred to as the “Cure Period”); provided, in no event, shall the Cure Period exceed three hundred sixty five (365) days. Purchaser agrees to cooperate with Seller, at Seller’s sole cost and expense with Seller expense, in connection with its curative efforts, including in connection with any proceedings before a Governmental Authority. (c) In the event that Seller believes in good faith that it has cured a Subject Defect within the Cure Period, Seller shall submit such curative efforts to Purchaser for approval (which approval shall not be unreasonably withheld). Purchaser shall be deemed to have approved such curative efforts in the event Purchaser does not notify Seller of its objection to the same (and the reasons therefor) within ten fifteen (1015) days Business Days after Purchaser’s receipt thereof. In the event Purchaser so objects, Seller shall have an additional period of ten (10) days Business Days within which to perform additional curative efforts to satisfy Purchaser’s objections (and the Cure Period applicable thereto shall be extended accordingly). In any event: (i) except with respect to curative efforts that Purchaser has been deemed to have approved, each Party retains the right to dispute whether or not a Subject Defect has been cured and whether or not a Subject Defect constitutes a Title Defect, and (ii) any such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 5.95.8, which dispute resolution procedures must be initiated on or before ten fifteen (1015) days Business Days after the end of the Cure Period. (d) Except for each Subject Defect that is submitted to arbitration pursuant to Section 5.5(c) (in which event the amount deposited in escrow with respect thereto, if any, shall remain in escrow pending resolution of the applicable Subject Defect), with With respect to each Subject Defect that has neither been cured to Purchaser’s reasonable satisfaction prior to the expiration of the Cure Period or waived by Purchaser: (i) , the Parties Purchase Price and the Final Payment amount shall instruct each be reduced by the Escrow Agent to pay Qualified Title Defect Values of the amount deposited into escrow on account thereof to Purchaseraffected Assets, subject to the limitations set forth in Section 5.3; and (ii) Purchaser shall reconvey the portion of the Assets that are subject to such Subject Defect to Seller without warranty of title, except as to matters arising by, through or under Purchaser; provided, that, in the event Purchaser is not able to convey such portion to Seller without conveying additional portions of the Assets to Seller, Seller shall have the option to either (x) require Purchaser to reconvey all such required portions of the Assets to Seller, in which event Seller shall pay to Purchaser the Allocated Value of such portions (less the amount paid to Purchaser pursuant to clause (i)), or (y) waive any rights to any reconveyance with respect thereto. In connection with any such reconveyance, the Parties shall account to one another to place each Party in the position it would have been if the original conveyance had not taken place. (e) With respect to each Subject Defect that has been cured and conveyed to Purchaser in accordance with the provisions hereof prior to the expiration of the Cure Period, there shall be no reduction to the Parties shall instruct Purchase Price or the Escrow Agent Final Payment amount with respect thereto. (e) Anything herein to pay the contrary notwithstanding: if as a result of Seller’s curative efforts and/or successful resolution of Title Defects pursuant to Section 5.8, the amount deposited into escrow by which the Purchase Price is adjusted on account thereof of Title Defects is reduced below the Aggregate Deductible Amount applicable thereto, Purchaser shall pay to Seller any amounts by which the Purchase Price was reduced on account of Title Defects and Environmental Defects to the extent such amounts have been deducted from amounts previously paid to Seller.

Curative Provisions. The following shall apply with respect to each Title Defect that Seller elects to attempt attempts to cure pursuant to Section 5.4(b5.4(iii) (each a “Subject Defect”): (a) The Assets affected by each Subject Defect shall be conveyed by Seller to Purchaser at the Closing; an amount equal to Closing (unless the Title Defect Value of each Subject Defect (as asserted in good faith by Purchaser, unless the Parties have otherwise agreed upon an amount) shall be deducted from amounts otherwise payable at the Closing under Section 8.2(b)(iiiis a Material Consent); and at the Closing, Purchaser shall deposit such amount into the Escrow Account pursuant to the Escrow Agreement pending the curing or resolution of the applicable Subject Defect. (b) Seller shall have a one hundred eighty (180100) day period after (i) the Closing with respect to Subject Defects within which to attempt to cure the such Subject Defects; Defects provided, that, in each case, if Seller’s curative efforts with respect to a Subject Defect require the initiation of proceedings before a Governmental Authority, such one hundred eighty (180100) day period with respect thereto shall be extended for so long as such proceedings are diligently pursued in good faith by Seller until such proceedings are concluded pursuant to a final, non-appealable judgment or are otherwise finally resolved resolved, such extension not to exceed the Final Payment Date (the applicable cure period being hereinafter referred to as the “Cure Period”); provided, in no event, shall the Cure Period exceed three hundred sixty five (365) days. Purchaser agrees to cooperate with Seller, at Seller’s sole cost and expense with Seller expense, in connection with its curative efforts, including in connection with any proceedings before a Governmental Authority. (c) In the event that Seller believes in good faith that it has cured a Subject Defect within the Cure Period, Seller shall submit such curative efforts to Purchaser for approval (which approval shall not be unreasonably withheld). Purchaser shall be deemed to have approved such curative efforts in the event Purchaser does not notify Seller of its objection to the same (and the reasons therefor) within ten fifteen (1015) days Business Days after Purchaser’s receipt thereof. In the event Purchaser so objects, Seller shall have an additional period of ten (10) days Business Days within which to perform additional curative efforts to satisfy Purchaser’s objections (and the Cure Period applicable thereto shall be extended accordingly). In any event: (i) except with respect to curative efforts that Purchaser has been deemed to have approved, each Party retains the right to dispute whether or not a Subject Defect has been cured and whether or not a Subject Defect constitutes a Title Defect, and (ii) any such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 5.95.8, which dispute resolution procedures must be initiated on or before ten fifteen (1015) days Business Days after the end of the Cure Period. (d) Except for each Subject Defect that is submitted to arbitration pursuant to Section 5.5(c) (in which event the amount deposited in escrow with respect thereto, if any, shall remain in escrow pending resolution of the applicable Subject Defect), with With respect to each Subject Defect that has neither been cured to Purchaser’s reasonable satisfaction prior to the expiration of the Cure Period or waived by Purchaser: (i) , the Parties Purchase Price and the Final Payment amount shall instruct each be reduced by the Escrow Agent to pay Qualified Title Defect Values of the amount deposited into escrow on account thereof to Purchaseraffected Assets, subject to the limitations set forth in Section 5.3; and (ii) Purchaser shall reconvey the portion of the Assets that are subject to such Subject Defect to Seller without warranty of title, except as to matters arising by, through or under Purchaser; provided, that, in the event Purchaser is not able to convey such portion to Seller without conveying additional portions of the Assets to Seller, Seller shall have the option to either (x) require Purchaser to reconvey all such required portions of the Assets to Seller, in which event Seller shall pay to Purchaser the Allocated Value of such portions (less the amount paid to Purchaser pursuant to clause (i)), or (y) waive any rights to any reconveyance with respect thereto. In connection with any such reconveyance, the Parties shall account to one another to place each Party in the position it would have been if the original conveyance had not taken place. (e) With respect to each Subject Defect that has been cured and conveyed to Purchaser in accordance with the provisions hereof prior to the expiration of the Cure Period, there shall be no reduction to the Parties shall instruct Purchase Price or the Escrow Agent Final Payment amount with respect thereto. (e) Anything herein to pay the contrary notwithstanding: if as a result of Seller’s curative efforts and/or successful resolution of Title Defects pursuant to Section 5.8, the amount deposited into escrow by which the Purchase Price is adjusted on account thereof of Title Defects is reduced below the Aggregate Deductible Amount applicable thereto, Purchaser shall pay to Seller any amounts by which the Purchase Price was reduced on account of Title Defects and Environmental Defects to the extent such amounts have been deducted from amounts previously paid to Seller.

Curative Provisions. The following shall apply with respect to each Title Defect that Seller elects to attempt to cure pursuant to Section 5.4(b) (each a “Subject Defect”): (a) The Assets affected Subject Interestsaffected by each Subject Defect shall be conveyed to Purchaser at the Closing; an amount equal to the Title Defect Value of each Subject Defect (as asserted in good faith by Purchaser, unless the Parties have otherwise agreed upon an amount) shall be deducted from amounts otherwise payable at the Closing under Section 8.2(b)(iii); and at the Closing, Purchaser shall deposit such amount into retain the Escrow Account pursuant to the Escrow Agreement Title Defect Value of each Subject Defect pending the curing or resolution of the applicable Subject Defect. (b) Seller shall have a one hundred eighty Ninety (18090) day period after the Closing within which to attempt to cure the Subject Defects; provided, that, if Seller’s curative efforts with respect to a Subject Defect require the initiation of proceedings before a Governmental Authority, such one hundred eighty Ninety (18090) day period with respect thereto shall be extended for so long as such proceedings are diligently pursued in good faith by Seller until such proceedings are concluded pursuant to a final, non-non- appealable judgment or are otherwise finally resolved (the applicable cure period being hereinafter referred to as the “Cure Period”); provided, in no event, shall the Cure Period exceed three one hundred sixty five and twenty (365120) days. Purchaser agrees to cooperate at Seller’s cost and expense with Seller in connection with its curative efforts, including in connection with any proceedings before a Governmental Authority. (c) In the event that Seller believes in good faith that it has cured a Subject Defect within the Cure Period, Seller shall submit such curative efforts to Purchaser for approval (which approval shall not be unreasonably withheld). Purchaser shall be deemed to have approved such curative efforts in the event Purchaser does not notify Seller of its objection to the same (and the reasons therefor) within ten (10) days after Purchaser’s receipt thereof. In the event Purchaser so objects, Seller shall have an additional period of ten (10) days within which to perform additional curative efforts to satisfy Purchaser’s objections (and the Cure Period applicable thereto shall be extended accordingly). In any event: (i) except with respect to curative efforts that Purchaser has been deemed to have approved, each Party retains the right to dispute whether or not a Subject Defect has been cured and whether or not a Subject Defect constitutes a Title Defect, and (ii) any such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 5.9Article V, which dispute resolution procedures must be initiated on or before ten (10) days after the end of the Cure Period. (d) Except for each Subject Defect that is submitted to arbitration pursuant to Section 5.5(c) (in which event the amount deposited in escrow retained with respect thereto, if any, shall remain in escrow with Purchaser pending resolution of the applicable Subject Defect), with respect to each Subject Defect that has neither been cured to Purchaser’s reasonable satisfaction prior to the expiration of the Cure Period or waived by Purchaser: (i) the Parties agree that Purchasers shall instruct the Escrow Agent to pay the amount deposited into escrow on account thereof to Purchaserretain for its account, subject to the limitations set forth in Section 5.3; and (ii) Purchaser shall reconvey re-convey the portion of the Assets Subject Interests that are subject to such Subject Defect to Seller without warranty of title, except as to matters arising by, through or under Purchaser; provided, that, in the event Purchaser is not able to convey such portion to Seller without conveying additional portions of the Assets Subject Interests to Seller, Seller shall have the option to either (xa) require Purchaser to reconvey re-convey all such required portions of the Assets Subject Interests to Seller, in which event Seller shall pay to Purchaser the Allocated Value of such portions (less the amount paid to Purchaser pursuant to clause (i)), or (yb) waive any rights to any reconveyance re-conveyance with respect thereto. In connection with any such reconveyancere-conveyance, the Parties shall account to one another to place each Party in the position it would have been if the original conveyance had not taken place. (e) With respect to each Subject Defect that has been cured and conveyed to Purchaser in accordance with the provisions hereof prior to the expiration of the Cure Period, the Parties shall instruct the Escrow Agent agree that Purchaser pays to pay Seller’s account the amount deposited into escrow on account thereof to Sellerpreviously retained by Purchaser for such Title Defect.