Common use of Objection and Response Process Clause in Contracts

Objection and Response Process. On or before the Effective Date, Purchaser has, on a Property-by-Property basis, given written notice to Sellers’ Representative of those matters set forth in the Title Documents and/or Surveys to which Purchaser objects (the “Objections”). In response to such Objections, Sellers agree as follows with respect to each Property: (a) the applicable Seller will cause the Title Company to issue the Title Policy, deleting all existing mortgages, deeds of trust and related security instruments, including, without limitation, any Deed of Trust (other than any such document or instrument relating to the Assumed Encumbrances); (b) the applicable Seller will cause to be removed from the Title Commitment prior to Closing, or will bond over at Closing or otherwise have removed from the Title Policy, any mechanic’s liens, materialmen’s liens, judgments of record, writs and other monetary liens (provided the amount of such other monetary lien does not exceed $250,000.00); (c) the applicable Seller will cooperate with Purchaser in seeking to obtain, but shall not be required to obtain, releases of any agreements or memoranda of agreement relating to expired or terminated laundry leases and cable television agreements; and (d) the applicable Seller will provide such reasonable affidavits to the Title Company as are customarily required in order to remove the standard exceptions to title from the Title Policies. Sellers shall not be required to take any other action with respect to the Objections and Purchaser shall have no right to terminate this Agreement as a result of such Objections (except as a result of Sellers’ default of their obligations under subparagraphs (a), (b), and (d) above), provided the foregoing shall not be construed to limit Purchaser’s right to work directly with the Title Company and the applicable surveyor, as applicable, to resolve any Objections (provided such resolution imposes no obligation on any Seller). Each Seller shall be entitled to a reasonable adjournment of the Closing Date for its Property in order to accomplish the foregoing, but in no event later shall such extension be for longer than thirty (30) days from the then scheduled Closing Date.

Objection and Response Process. On or before the Effective Dateexpiration of the Due Diligence Period (the “Objection Deadline”), Purchaser has, on a Property-by-Property basis, given shall give written notice to Sellers’ Representative (the “Objection Notice”) of those matters any matter set forth in the Title Documents and/or Surveys and the Survey to which Purchaser objects objects. If Purchaser fails to tender an Objection Notice on or before the Objection Deadline, Purchaser shall be deemed to have approved and irrevocably waived any objections to any matters covered by the Title Documents and the Survey. On or before five (5) days after receiving the Objection Notice, (the “ObjectionsResponse Deadline”), Seller may give Purchaser written notice (the “Response Notice”) of those objections Seller is willing to cure, if any. In response If Seller fails to deliver a Response Notice by the Response Deadline, Seller shall be deemed to have elected not to cure or otherwise resolve any matter set forth in the Objection Notice. If Purchaser is dissatisfied with the Response Notice or the lack of Response Notice, Purchaser may, as its exclusive remedy, terminate this Agreement by delivering written notice to Seller within ten (10) days after the Response Deadline. If Purchaser fails to timely exercise such Objectionsright, Sellers agree Purchaser shall be deemed to accept the Title Documents and Survey with resolution, if any, of the objections set forth in the Response Notice (or if no Response Notice is tendered, without any resolution of the objections) and without any reduction or abatement of the Purchase Price. If Seller fails to cure any objections which Seller agreed to cure in the Response Notice by the date that is ten (10) days after the Objection Deadline, then Purchaser may, as follows with respect to each Property: its exclusive remedy, either (a) the applicable Seller will cause accept the Title Company to issue Documents and Survey without resolution of such objections and without any reduction or abatement of the Title PolicyPurchase Price, deleting all existing mortgages, deeds of trust and related security instruments, including, without limitation, any Deed of Trust (other than any such document or instrument relating to the Assumed Encumbrances); (b) terminate this Agreement by delivering written notice to Seller prior to Closing. If Purchaser terminates this Agreement pursuant to this Section 0, this Agreement shall have no further force or effect. Notwithstanding anything to the applicable contrary set forth above, in no event shall Purchaser be deemed to have agreed to accept title subject to (i) monetary liens, encumbrances or security interests against Seller and/or the Property or any real estate taxes, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the Effective Date without Purchaser’s prior written consent and that will cause to not otherwise be satisfied on or before the Closing, or (iii) exceptions that can be removed from the Title Commitment prior to Closing, by Seller’s delivery of a customary owner’s title affidavit or will bond over at Closing or otherwise have removed from the Title Policy, any mechanic’s liens, materialmen’s liens, judgments gap indemnity (all of record, writs and other monetary liens (provided the amount of such other monetary lien does not exceed $250,000.00); (c) the applicable Seller will cooperate with Purchaser in seeking to obtain, but shall not be required to obtain, releases of any agreements or memoranda of agreement relating to expired or terminated laundry leases and cable television agreements; and (d) the applicable Seller will provide such reasonable affidavits to the Title Company as are customarily required in order to remove the standard exceptions to title from the Title Policies. Sellers shall not be required to take any other action with respect to the Objections and Purchaser shall have no right to terminate this Agreement as a result of such Objections (except as a result of Sellers’ default of their obligations under subparagraphs (a), (b), and (d) above), provided the foregoing shall not be construed hereinafter collectively referred to limit Purchaseras the “Seller’s right to work directly with the Title Company and the applicable surveyor, as applicable, to resolve any Objections (provided such resolution imposes no obligation on any SellerRequired Removal Items”). Each Seller shall be entitled to a reasonable adjournment of the Closing Date for its Property in order to accomplish the foregoing, but in no event later shall such extension be for longer than thirty (30) days from the then scheduled Closing Date.

Objection and Response Process. 4.3.1 On or before the Effective Datedate which is seven (7) days prior to the expiration of the Feasibility Period (the “Objection Deadline”), Purchaser hasmay, on a Property-by-Property basis, given give written notice (the “Objection Notice”) to Sellers’ Representative Sellers of those matters any matter set forth in the any Title Documents and/or and Surveys or Existing Surveys, as applicable, to which Purchaser objects (the “Objections”). In response If Purchaser fails to such Objections, Sellers agree as follows tender an Objection Notice with respect to each Property: (a) a Property on or before the applicable Seller will cause Objection Deadline, Purchaser shall be deemed to have approved and irrevocably waived any objections to any matters disclosed in the Title Company to issue Documents and the Title Policy, deleting all existing mortgages, deeds of trust and related security instruments, including, without limitation, any Deed of Trust (other than any Survey or Existing Survey for such document or instrument relating Property prior to the Assumed Encumbrances)Objection Deadline; (b) the applicable Seller will cause to be removed from the Title Commitment prior to Closing, or will bond over at Closing or otherwise have removed from the Title Policy, any mechanic’s liens, materialmen’s liens, judgments of record, writs and other monetary liens (provided the amount of such other monetary lien does not exceed $250,000.00); (c) the applicable Seller will cooperate with Purchaser in seeking to obtain, but shall not be required to obtain, releases of any agreements or memoranda of agreement relating to expired or terminated laundry leases and cable television agreements; and (d) the applicable Seller will provide such reasonable affidavits to the Title Company as are customarily required in order to remove the standard exceptions to title from the Title Policies. Sellers shall not be required to take any other action with respect to the Objections and Purchaser shall have no right to terminate this Agreement as a result of such Objections (except as a result of Sellers’ default of their obligations under subparagraphs (a)that, (b), and (di) above), provided the foregoing shall not be construed to limit Purchaser’s right to work directly terminate this Contract pursuant to Section 3.2 and (ii) in no event shall Purchaser be deemed to have approved and waived any objections with respect to Mandatory Removal Exceptions. 4.3.2 Prior to the Title Company expiration of the Feasibility Period (the “Response Deadline”), a Seller who has received an Objection Notice may, in such Seller’s sole discretion, give Purchaser notice (the “Response Notice”) of those Objections which such Seller is willing to cure, if any; provided, that in all instances, Seller (a) shall be required to cure any Mandatory Removal Exceptions whether or not specified in an Objection Notice, and (b) shall use reasonable efforts to enforce the applicable surveyorprovisions of each Lease requiring the Tenants thereunder to remove any liens filed by contractors or suppliers engaged by or through such Tenants; provided, as applicablehowever, with respect to resolve any Objections clause (provided b), no such resolution imposes no obligation on any Seller)removal shall be a condition to Closing hereunder unless Purchaser has made an Objection which Seller has agreed to cure pursuant to a Response Notice. Each If a Seller fails to deliver a Response Notice by the Response Deadline, such Seller shall be entitled deemed to a reasonable adjournment have elected not to cure or otherwise resolve any matter set forth in the Objection Notice. 4.3.3 If Purchaser is dissatisfied with any Response Notice or the lack of any Response Notice, Purchaser may, as its exclusive remedy, elect by written notice given to Sellers on or before the expiration of the Closing Date Feasibility Period (the “Final Response Deadline”) either (a) to accept the Title Documents and Surveys or Existing Surveys applicable to each Property with resolution, if any, of the Objections as set forth in the Response Notice (or if no Response Notice is tendered, without any resolution of the Objections) and without any reduction or abatement of the Purchase Price, or (b) to terminate this Contract in its entirety regarding all Properties (but not less than all Properties), in which event the Deposit shall be returned to Purchaser, less the Independent Contract Consideration (which Escrow Agent shall deliver to the Sellers). 4.3.4 If this Contract is not terminated in accordance with Section 3.2 or Section 4.3.3, then Purchaser shall be deemed to have elected to approve and irrevocably waived any Objections to any matters (other than Mandatory Removal Exceptions) disclosed in the Title Documents or the Survey or Existing Survey applicable to each Property prior to the expiration of the Feasibility Period, subject only to resolution, if any, of the Objections as set forth in the Response Notice for its such Property (or if no Response Notice is tendered, without any resolution of the Objections) and without any reduction or abatement of the Purchase Price. 4.3.5 If a Seller fails to cure any Mandatory Removal Exceptions or Objections which such Seller agreed to cure in order to accomplish the foregoing, but in no event later shall such extension be for longer than thirty (30) days from Response Notice by the then scheduled Closing Date, then Purchaser may, as its exclusive remedy, either (a) accept the Title Documents and Surveys or Existing Surveys without resolution of such Mandatory Title Exceptions or Objections without any reduction or abatement of the applicable Property’s Purchase Price, or (b) terminate this Contract in its entirety regarding all Properties (but not less than all Properties), in which event the Deposit shall be returned to Purchaser, less the Independent Contract Consideration (which Escrow Agent shall deliver to the Sellers).