Common use of Objection Notice Clause in Contracts

Objection Notice. If Operating Partnership is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning the Property, Operating Partnership may, either (i) on or prior to the expiration of the Due Diligence Period, terminate this Agreement by notice to the Contributor, in which event no party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) on or prior to March 18, 2014, raise certain objections by providing notice to Contributor in writing (the “Objection Notice”), which Objection Notice may, at Operating Partnership’s option, specify in reasonable detail which matters (collectively, the “Objections”) Operating Partnership does not find satisfactory with respect to the Property. If Operating Partnership timely provides an Objection Notice, then Contributor shall have two (2) Business Days after receipt of such Objection Notice to notify Operating Partnership in writing as to whether it intends to remove, or cause to be corrected to Operating Partnership’s reasonable satisfaction, prior to Closing any of such Objections, and removal or correction of any such Objections which Contributor elects to remove or correct (or is obligated to remove or correct hereunder) shall be a condition to Operating Partnership’s obligation to close (collectively, “Mandatory Cure Items”). Anything herein to the contrary notwithstanding, Contributor shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances of the Property (but not including liens and security interests securing the Loans), or any other Objections which Contributor elects to cure as provided above, all of which shall be removed by Contributor on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributor to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor shall be required to (i) remove any mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded over or secured to Operating Partnership’s reasonable satisfaction. If Contributor does not elect in writing within such two (2) Business Day period to remove or correct any Objection to Operating Partnership’s reasonable satisfaction, then Operating Partnership (i) shall elect by written notice to Contributor on or prior to the expiration of the Due Diligence Period, to terminate this Agreement and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) shall accept the Property subject to any Objections (other than Mandatory Cure Items), and proceed to close as to all of the Property, with the further right to deduct from the Consideration amounts required to remove any Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributor on or before Closing. If this Agreement is not terminated on or prior to the expiration of the Due Diligence Period, then Operating Partnership shall proceed to close under this Agreement subject only to the satisfaction of Operating Partnership’s closing conditions set forth in Section 4.2 of this Agreement.

Objection Notice. If Operating Partnership REIT is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning the PropertyProperty or the Companies, Operating Partnership REIT may, either (i) on or prior to the expiration of the Due Diligence Period, terminate this Agreement by notice to the ContributorContributors, in which event no party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) on or prior to March 18, 2014, raise certain objections by providing notice to Contributor Contributors in writing (the “Objection Notice”), which Objection Notice may, at Operating PartnershipREIT’s option, specify in reasonable detail which matters (collectively, the “Objections”) Operating Partnership REIT does not find satisfactory with respect to the PropertyProperty and the Companies. If Operating Partnership REIT timely provides an Objection Notice, then the applicable Contributor shall have two (2) Business Days after receipt of such Objection Notice to notify Operating Partnership REIT in writing as to whether it intends to remove, or cause to be corrected to Operating PartnershipREIT’s reasonable satisfaction, satisfaction prior to Closing Closing, any of such Objections, and removal or correction of any such Objections which the applicable Contributor elects to remove or correct (or is obligated to remove or correct hereunder) shall be a condition to Operating PartnershipREIT’s obligation to close (collectively, “Mandatory Cure Items”). Anything herein to the contrary notwithstanding, Contributor Contributors shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances of the Waterford Interests or the Property (but not including liens and security interests securing the Loans), or any other Objections which any Contributor elects to cure as provided above, all of which shall be removed by such Contributor on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributor Contributors to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor Contributors shall be required to (i) remove any mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded over or secured to Operating PartnershipREIT’s reasonable satisfaction. If Contributor does Contributors do not elect in writing within such two (2) Business Day period to remove or correct any Objection to Operating PartnershipREIT’s reasonable satisfaction, then Operating Partnership REIT (i) shall elect by written notice to Contributor Contributors, on or prior to the expiration of the Due Diligence Period, to terminate this Agreement and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) shall accept the Waterford Interests and the Property subject to any Objections (other than Mandatory Cure Items), and proceed to close as to all of the PropertyWaterford Interests, with the further right to deduct from the Consideration amounts required to remove any Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributor Contributors on or before Closing. If this Agreement is not terminated on or prior to the expiration of the Due Diligence Period, then Operating Partnership REIT shall proceed to close under this Agreement subject only to the satisfaction of Operating PartnershipREIT’s closing conditions set forth in Section 4.2 of this Agreement.

Objection Notice. If Operating Partnership REIT is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning the PropertyProperty or the Companies, Operating Partnership REIT may, either (i) on or prior to the expiration of the Due Diligence Period, terminate this Agreement by notice to the ContributorContributors, in which event no party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) on or prior to March 18, 2014, raise certain objections by providing notice to Contributor Contributors in writing (the “Objection Notice”), which Objection Notice may, at Operating PartnershipREIT’s option, specify in reasonable detail which matters (collectively, the “Objections”) Operating Partnership REIT does not find satisfactory with respect to the PropertyProperty and the Companies. If Operating Partnership REIT timely provides an Objection Notice, then the applicable Contributor shall have two (2) Business Days after receipt of such Objection Notice to notify Operating Partnership REIT in writing as to whether it intends to remove, or cause to be corrected to Operating PartnershipREIT’s reasonable satisfaction, satisfaction prior to Closing Closing, any of such Objections, and removal or correction of any such Objections which the applicable Contributor elects to remove or correct (or is obligated to remove or correct hereunder) shall be a condition to Operating PartnershipREIT’s obligation to close (collectively, “Mandatory Cure Items”). Anything herein to the contrary notwithstanding, Contributor Contributors shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances of the Village Green Interests or the Property (but not including liens and security interests securing the Loans), or any other Objections which any Contributor elects to cure as provided above, all of which shall be removed by such Contributor on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributor Contributors to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor Contributors shall be required to (i) remove any mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded over or secured to Operating PartnershipREIT’s reasonable satisfaction. If Contributor does Contributors do not elect in writing within such two (2) Business Day period to remove or correct any Objection to Operating PartnershipREIT’s reasonable satisfaction, then Operating Partnership REIT (i) shall elect by written notice to Contributor Contributors, on or prior to the expiration of the Due Diligence Period, to terminate this Agreement and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) shall accept the Village Green Interests and the Property subject to any Objections (other than Mandatory Cure Items), and proceed to close as to all of the PropertyVillage Green Interests, with the further right to deduct from the Consideration amounts required to remove any Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributor Contributors on or before Closing. If this Agreement is not terminated on or prior to the expiration of the Due Diligence Period, then Operating Partnership REIT shall proceed to close under this Agreement subject only to the satisfaction of Operating PartnershipREIT’s closing conditions set forth in Section 4.2 of this Agreement.

Objection Notice. If Operating Partnership REIT is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning the PropertyProperty or the Companies, Operating Partnership REIT may, either (i) on or prior to the expiration of the Due Diligence Period, terminate this Agreement by notice to the Contributor, in which event no party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) on or prior to March 18, 2014, raise certain objections by providing notice to Contributor in writing (the “Objection Notice”), which Objection Notice may, at Operating PartnershipREIT’s option, specify in reasonable detail which matters (collectively, the “Objections”) Operating Partnership REIT does not find satisfactory with respect to the PropertyProperty and the Companies. If Operating Partnership REIT timely provides an Objection Notice, then Contributor shall have two (2) Business Days after receipt of such Objection Notice to notify Operating Partnership REIT in writing as to whether it intends to remove, or cause to be corrected to Operating PartnershipREIT’s reasonable satisfaction, prior to Closing any of such Objections, and removal or correction of any such Objections which Contributor elects to remove or correct (or is obligated to remove or correct hereunder) shall be a condition to Operating PartnershipREIT’s obligation to close (collectively, “Mandatory Cure Items”). Anything herein to the contrary notwithstanding, Contributor shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances of the Springhouse Interests or the Property (but not including liens and security interests securing the Loans), or any other Objections which Contributor elects to cure as provided above, all of which shall be removed by Contributor on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributor to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor shall be required to (i) remove any mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded over or secured to Operating PartnershipREIT’s reasonable satisfaction. If Contributor does not elect in writing within such two (2) Business Day period to remove or correct any Objection to Operating PartnershipREIT’s reasonable satisfaction, then Operating Partnership REIT (i) shall elect by written notice to Contributor on or prior to the expiration of the Due Diligence Period, to terminate this Agreement and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) shall accept the Springhouse Interests and the Property subject to any Objections (other than Mandatory Cure Items), and proceed to close as to all of the PropertySpringhouse Interests, with the further right to deduct from the Consideration amounts required to remove any Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributor on or before Closing. If this Agreement is not terminated on or prior to the expiration of the Due Diligence Period, then Operating Partnership REIT shall proceed to close under this Agreement subject only to the satisfaction of Operating PartnershipREIT’s closing conditions set forth in Section 4.2 of this Agreement.

Objection Notice. If Operating Partnership REIT is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning the PropertyProperty or the Companies, Operating Partnership REIT may, either (i) on or prior to the expiration of the Due Diligence Period, terminate this Agreement by notice to the Contributor, in which event no party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) on or prior to March 1821, 2014, raise certain objections by providing notice to Contributor in writing (the “Objection Notice”), which Objection Notice may, at Operating PartnershipREIT’s option, specify in reasonable detail which matters (collectively, the “Objections”) Operating Partnership REIT does not find satisfactory with respect to the PropertyProperty and the Companies. If Operating Partnership REIT timely provides an Objection Notice, then Contributor shall have two (2) Business Days after receipt of such Objection Notice to notify Operating Partnership REIT in writing as to whether it intends to remove, or cause to be corrected to Operating PartnershipREIT’s reasonable satisfaction, satisfaction prior to Closing Closing, any of such Objections, and removal or correction of any such Objections which Contributor elects to remove or correct (or is obligated to remove or correct hereunder) shall be a condition to Operating PartnershipREIT’s obligation to close (collectively, “Mandatory Cure Items”). Anything herein to the contrary notwithstanding, Contributor shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances of the Oak Crest Interests or the Property (but not including liens and security interests securing the Loans), or any other Objections which Contributor elects to cure as provided above, all of which shall be removed by Contributor on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributor to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor shall be required to (i) remove any mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded over or secured to Operating PartnershipREIT’s reasonable satisfaction. If Contributor does not elect in writing within such two (2) Business Day period to remove or correct any Objection to Operating PartnershipREIT’s reasonable satisfaction, then Operating Partnership REIT (i) shall elect by written notice to Contributor on or prior to the expiration of the Due Diligence Period, to terminate this Agreement and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) shall accept the Oak Crest Interests and the Property subject to any Objections (other than Mandatory Cure Items), and proceed to close as to all of the PropertyOak Crest Interests, with the further right to deduct from the Consideration amounts required to remove any Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributor on or before Closing. If this Agreement is not terminated on or prior to the expiration of the Due Diligence Period, then Operating Partnership REIT shall proceed to close under this Agreement subject only to the satisfaction of Operating PartnershipREIT’s closing conditions set forth in Section 4.2 of this Agreement.

Objection Notice. If Operating Partnership OTR is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning any or all of the Property, Operating Partnership the Appurtenances and the Appurtenant Improvements or the proposed transaction, OTR may, either (i) on or prior to the expiration of the Due Diligence Period, either (i) terminate this Agreement by notice to the Contributor, in which event no party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.177 WWLP, or (ii) on or prior to March 18, 2014, raise certain objections by providing notice to Contributor in writing (the “Objection Notice”), which Objection Notice may, at Operating Partnership’s option, specify in reasonable detail which matters (collectively, the “Objections”) Operating Partnership does not find satisfactory with respect to the PropertyProperty by providing notice in writing thereof (the "Objection Notice"). The Objection Notice shall specify which matters (the "Objections") OTR does not find satisfactory. If Operating Partnership OTR does not provide an Objection Notice or a notice stating that it has no Objections prior to the end of the Due Diligence Period, OTR shall be deemed to have terminated this Agreement. If OTR timely provides an Objection Notice, then Contributor 77 WWLP shall have two the option, but not the obligation within ten (210) Business Days days after receipt delivery of such Objection Notice to notify Operating Partnership in writing as to whether it intends to remove, remove or cause to be corrected to Operating Partnership’s reasonable OTR's satisfaction, prior to Closing any all of such Objections. In all cases, and removal or correction provided that the conditions to the obligations of any such Objections which Contributor elects to remove or correct (or is obligated to remove or correct hereunder) 77 WWLP set forth in Section 5.2 are met, 77 WWLP shall be obligated at Closing to fully discharge (i) all Liens (other than the Lien of nondelinquent taxes) of a condition definite and ascertainable amount and (ii) liens of a definite and ascertainable amount (other than the lien of nondelinquent taxes and any Permitted Appurtenance Liens (as defined in this Section 3.4)) encumbering the Appurtenances or the Appurtenant Improvements to Operating Partnership’s obligation the extent that any of (i) or (ii) (exclusive of (a) the Existing Mortgage and (b) any Permitted Appurtenance Liens) represent a charge or charges of $250,000 or less in the aggregate and result from the intentional acts of 77 WWLP, that are not specifically assumed by the LLC or accepted by OTR in writing and (ii) the Existing Mortgage. For the purpose of this Agreement, Permitted Appurtenance Liens shall mean the following: (i) liens that are subordinate to close the rights of the tenant under the Air Space Lease; (collectivelyii) liens that are subordinate to the rights of the entity named 77 West Xxxxxx Limited Partnership under the Parking Agreement; (iii) the lien of a certain mortgage dated May 1, “Mandatory Cure Items”1987 and recorded in the office of the Recorder of Xxxx County, Illinois on May 12, 1987 as Document Number 87254852; and (iv) the lien of taxes currently delinquent encumbering the area beneath the Air Rights Parcel, provided that such lien is a Permitted Appurtenance Lien only if at Closing 77 WWLP executes and delivers to OTR the letter agreement, a copy of which is attached hereto as Appendix 3.6 and incorporated herein (the "Delinquent Tax Letter Agreement"). Anything herein For the purpose of this Agreement, the Disapproved Encumbrances are (i) the Existing Mortgage and (ii) Liens and liens specified in the immediately preceding grammatical paragraph that 77 WWLP is obliged to the contrary notwithstanding, Contributor discharge fully at Closing. 77 WWLP shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances of the Property (but not including liens and security interests securing the Loans), or any other Objections which Contributor elects to cure as provided above, all of which shall be removed by Contributor on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributor to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor shall be required to (i) remove any mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded over or secured to Operating Partnership’s reasonable satisfaction. If Contributor does not elect in writing within such two (2) Business Day period to remove or correct corrected any Objection to Operating Partnership’s reasonable satisfaction, then Operating Partnership (i) shall elect by written notice to Contributor on or prior to the expiration of the Due Diligence Period, to terminate this Agreement and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) shall accept the Property subject to any Objections (other than Mandatory Cure Items), and proceed to close as to all of the Property, with the further right to deduct from the Consideration amounts required to remove any Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributor on or before Closing. If this Agreement is not terminated on or prior to the expiration of the Due Diligence Period, then Operating Partnership shall proceed to close under this Agreement subject only to the satisfaction of Operating Partnership’s closing conditions set forth in Section 4.2 of this AgreementDisapproved Encumbrances.

Objection Notice. If Operating Partnership Buyer is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning the Property, Operating Partnership Buyer may, either (i) on or prior to the expiration of the Due Diligence Period, either (i) terminate this Agreement by notice to the ContributorSeller, in which event no the Xxxxxxx Money shall be immediately returned to Buyer and neither party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, as specifically set forth herein or (ii) on accept the Property by providing written notice to Seller of such acceptance or prior to March 18, 2014, (iii) raise certain objections by providing notice to Contributor in writing (the “"Objection Notice”"), which Objection Notice may, at Operating Partnership’s Buyer's option, specify in reasonable detail which matters (collectively, the “"Objections”") Operating Partnership Buyer does not find satisfactory with respect to the Property. If Operating Partnership Buyer does not timely provide an Objection Notice or an acceptance notice, Buyer shall be deemed to have terminated this Agreement as provided above. If Buyer timely provides an Objection Notice, then Contributor Seller shall have two ten (210) Business Days days after receipt delivery of such Objection Notice to notify Operating Partnership in writing as to whether it intends to remove, remove or cause to be corrected to Operating Partnership’s reasonable Buyer's satisfaction, prior to Closing any all of such Objections. In all cases, and removal or correction of any such Objections which Contributor elects to remove or correct (or is obligated to remove or correct hereunder) Seller shall be obligated at Closing to fully discharge all liens of a condition definite and ascertainable amount that are not specifically assumed or accepted by Buyer in writing as well as those exceptions or encumbrances to Operating Partnership’s obligation to close (collectively, “Mandatory Cure Items”)title which arise after the date of the Title Commitment. Anything herein to If the contrary notwithstanding, Contributor shall not have any obligation to remove aggregate amount of such liens or correct any Objections other than voluntary Encumbrances of encumbrances exceeds the Purchase Price for the Property (but not including liens and security interests securing the Loansplus or minus prorations), Seller shall, during such ten (10) day period, provide evidence reasonably satisfactory to Buyer of Seller's financial ability to fully discharge such excess amounts. If Seller fails or any other refuses to cause the Objections which Contributor elects to cure as provided above, all of which shall be removed by Contributor on or before Closing. The Closing Date may be extended if needed and corrected to allow sufficient time for Contributor to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor shall be required to (i) remove any mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded over or secured to Operating Partnership’s reasonable satisfaction. If Contributor does not elect in writing Buyer's satisfaction within such two ten (210) Business Day period day period, or fail to remove or correct any Objection present evidence of its financial ability to Operating Partnership’s reasonable satisfactionsatisfy such excess liens by such date, then Operating Partnership (i) Buyer shall elect by written notice to Contributor elect, on or prior to the expiration date and time that is twenty (20) days after the delivery of the Due Diligence PeriodObjection Notice, at 5:00 p.m., Boston time, to (i) terminate this Agreement Agreement, in which event the Xxxxxxx Money shall be immediately returned to Buyer and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, as specifically set forth herein or (ii) shall accept the Property subject to any Objections (other than Mandatory Cure Items), and proceed to close as to all of the Propertyclose, with the further right to deduct from the Consideration Purchase Price amounts secured by liens of a definite or ascertainable amount which Seller has not removed as provided herein as well as amounts required to remove any Mandatory Cure Items that are liens exceptions or encumbrances which arise after the date of an ascertainable amount and that are not removed by Contributor on or before Closingthe Title Commitment. If Buyer makes no such election, Buyer shall be deemed to have elected to terminate this Agreement is not terminated on or prior to as provided above. If after the expiration of the Due Diligence Period, the Title Company revises the Title Commitment or the surveyor revises the Survey to add or modify exceptions, or to add or modify the conditions to obtain any of the Endorsements, then, unless Buyer elects by notice to Seller to accept such exceptions or conditions within ten (10) days after being notified thereof, then Operating Partnership this Agreement shall be deemed terminated as provided above. If, within such ten (10) day period, Buyer notifies Seller that it objects to such new matters (the "Post-Commitment Objection Notice") then Seller will have ten (10) days after delivery of such Post-Commitment Objection Notice to remove or cause to be corrected to Buyer's satisfaction, all of such new matters. If Seller fails or refuses to cause such new matters to be removed or corrected to Buyer's satisfaction within such ten (10) day period, then Buyer shall elect, on or prior to the date and time that is twenty (20) days after the delivery of the Post-Commitment Objection Notice, at 5:00 p.m., Boston time, to (i) terminate this Agreement or (ii) accept the Property subject to such new matters and proceed to close under close, with the further right to deduct from the Purchase Price amounts secured by liens of a definite or ascertainable amount which Seller has not removed as provided herein as well as amounts required to remove such new matters. If Buyer makes no such election, Buyer shall be deemed to have elected to terminate this Agreement subject only as provided above. If necessary, the Closing Date shall be extended the number of days necessary to give effect to the satisfaction of Operating Partnership’s closing conditions notice and cure periods set forth in this Section 4.2 of this Agreement2.4.

Objection Notice. If Operating Partnership REIT is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning the PropertyProperty or the Companies, Operating Partnership REIT may, either (i) on or prior to the expiration of the Due Diligence Period, terminate this Agreement by notice to the ContributorSellers, in which event no party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) on or prior to March 18May 19, 2014, raise certain objections by providing notice to Contributor Sellers in writing (the “Objection Notice”), which Objection Notice may, at Operating PartnershipREIT’s option, specify in reasonable detail which matters (collectively, the “Objections”) Operating Partnership REIT does not find satisfactory with respect to the PropertyProperty and the Companies. If Operating Partnership REIT timely provides an Objection Notice, then Contributor the applicable Seller shall have two (2) Business Days after receipt of such Objection Notice to notify Operating Partnership REIT in writing as to whether it intends to remove, or cause to be corrected to Operating PartnershipREIT’s reasonable satisfaction, satisfaction prior to Closing Closing, any of such Objections, and removal or correction of any such Objections which Contributor the applicable Seller elects to remove or correct (or is obligated to remove or correct hereunder) shall be a condition to Operating PartnershipREIT’s obligation to close (collectively, “Mandatory Cure Items”). Anything herein to the contrary notwithstanding, Contributor Sellers shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances of the Lansbrook Interests or the Property (but not including liens and security interests securing the Loans), or any other Objections which Contributor any Seller elects to cure as provided above, all of which shall be removed by Contributor such Seller on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributor Sellers to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor Sellers shall be required to (i) remove any mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded over or secured to Operating PartnershipREIT’s reasonable satisfaction. If Contributor does Sellers do not elect in writing within such two (2) Business Day period to remove or correct any Objection to Operating PartnershipREIT’s reasonable satisfaction, then Operating Partnership REIT (i) shall elect by written notice to Contributor Sellers, on or prior to the expiration of the Due Diligence Period, to terminate this Agreement and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) shall accept and purchase the Lansbrook Interests and the Property subject to any Objections (other than Mandatory Cure Items), and proceed to close as to all of the PropertyLansbrook Interests, with the further right to deduct from the Consideration amounts required to remove any Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributor Sellers on or before Closing. If this Agreement is not terminated on or prior to the expiration of the Due Diligence Period, then Operating Partnership REIT shall proceed to close under this Agreement subject only to the satisfaction of Operating PartnershipREIT’s closing conditions set forth in Section 4.2 of this Agreement.

Objection Notice. If Operating Partnership Buyer is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning the PropertyProperties or the Companies, Operating Partnership Buyer may, either (i) on or prior to the expiration of the Due Diligence Period, terminate this Agreement by notice to the ContributorSeller, in which event no neither party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions provision of Section 2.1, or (ii) on or prior to March 18October 3, 20142011, raise certain objections by providing notice to Contributor in writing (the “Objection Notice”), which Objection Notice may, at Operating PartnershipBuyer’s option, specify in reasonable detail which matters (collectively, the “Objections”) Operating Partnership Buyer does not find satisfactory with respect to the PropertyProperties. If Operating Partnership Buyer timely provides an Objection Notice, then Contributor Seller shall have two (2) three Business Days (3) after receipt delivery of such Objection Notice to notify Operating Partnership Buyer in writing as to whether it intends to remove, remove or cause to be corrected to Operating PartnershipBuyer’s reasonable satisfaction, prior to Closing any of such Objections, and removal or correction of any such Objections which Contributor Seller elects to remove or correct (or is obligated to remove or correct hereunder) shall be a condition to Operating PartnershipBorrower’s obligation to close (collectively, “Mandatory Cure Items”). Anything herein to the contrary notwithstanding, Contributor Seller shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances of the Property Interests or the Properties (but not including liens and security interests securing the Loans), or any other Objections which Contributor Seller elects to cure as provided above, all of which shall be removed by Contributor Seller on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributor to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor Seller shall be required to (i) remove any mechanic’s or material liens encumbering the Property Properties or (ii) cause such liens to be insured over on the title policies or date down endorsements obtained by Buyer at Closing or otherwise bonded over or secured to Operating PartnershipBuyer’s reasonable satisfaction. If Contributor Seller does not elect in writing within such two (2) Business Day period to remove or correct any Objection to Operating PartnershipBuyer’s reasonable satisfactionsatisfaction within such three (3) Business Day period, then Operating Partnership (i) Buyer shall elect by written notice to Contributor Seller on or prior to the expiration of the Due Diligence Period, to terminate this Agreement Agreement, in which event the Xxxxxxx Money (to the extent deposited with the Escrow Agent) shall be immediately returned to Buyer and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) shall accept the Property Interests and the Properties subject to any Objections (other than Mandatory Cure Items), and proceed to close as to all of the PropertyInterests, with the further right to deduct from the Consideration Purchase Price amounts required to remove any Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributor on or before Closingamount. If this Agreement is not terminated on or prior to the expiration of the Due Diligence Period, then Operating Partnership Buyer shall proceed to close under this Agreement subject only to the satisfaction of Operating PartnershipBuyer’s closing conditions set forth in Section 4.2 of this Agreement.

Objection Notice. If Operating Partnership any Buyer is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning the PropertyProperties or the Companies, Operating Partnership Buyer may, either (i) on or prior to the expiration of the Due Diligence Period, terminate this Agreement by notice to the Contributorapplicable Seller, in which event no party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions provision of Section 2.1, or (ii) on or prior to March 18June 23, 20142012, raise certain objections by providing notice to Contributor in writing (the “Objection Notice”), which Objection Notice may, at Operating PartnershipBuyer’s option, specify in reasonable detail which matters (collectively, the “Objections”) Operating Partnership Buyer does not find satisfactory with respect to the PropertyProperties. If Operating Partnership a Buyer timely provides an Objection Notice, then Contributor Seller shall have two (2) Business Days after receipt delivery of such Objection Notice to notify Operating Partnership Buyer in writing as to whether it intends to remove, remove or cause to be corrected to Operating PartnershipBuyer’s reasonable satisfaction, prior to Closing any of such Objections, and removal or correction of any such Objections which Contributor Seller elects to remove or correct (or is obligated to remove or correct hereunder) shall be a condition to Operating PartnershipBuyer’s obligation to close (collectively, “Mandatory Cure Items”). Anything herein to the contrary notwithstanding, Contributor Seller shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances of the Property Interests or the Properties (but not including liens and security interests securing the Loans), or any other Objections which Contributor elects Sellers elect to cure as provided above, all of which shall be removed by Contributor Seller(s) on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributor to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor Seller shall be required to (i) remove any mechanic’s or material liens encumbering the Property Properties or (ii) cause such liens to be bonded over or secured to Operating PartnershipBuyer’s reasonable satisfaction. If Contributor Seller does not elect in writing to remove or correct any Objection to Buyer’s satisfaction within such two (2) Business Day period to remove or correct any Objection to Operating Partnership’s reasonable satisfactionperiod, then Operating Partnership Buyer (i) shall elect by written notice to Contributor Seller on or prior to the expiration of the Due Diligence Period, to terminate this Agreement Agreement, in which event the Exxxxxx Money (to the extent deposited with the Escrow Agent) shall be immediately returned to Buyer and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) shall accept the Property Interests and the Properties subject to any Objections (other than Mandatory Cure Items), and proceed to close as to all of the PropertyInterests, with the further right to deduct from the Consideration Purchase Price amounts required to remove any Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributor on or before Closingamount. If this Agreement is not terminated on or prior to the expiration of the Due Diligence Period, then Operating Partnership Buyer shall proceed to close under this Agreement subject only to the satisfaction of Operating PartnershipBuyer’s closing conditions set forth in Section 4.2 of this Agreement.

Objection Notice. If Operating Partnership is not satisfied in its sole discretion with any Depositor shall have five (5) business days following the date Depositor receives from IG2 a copy of its inspections, reviews or with any other matter concerning the Property, Operating Partnership may, either (i) on or prior Release Event Notice to deliver to IG2 a written notice objecting to the expiration release of the Due Diligence Period, terminate this Agreement by notice to Deposit Materials on the Contributor, in which event no party shall have further obligations hereunder, except for grounds that the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, applicable Release Event has not occurred or has been cured (ii) on or prior to March 18, 2014, raise certain objections by providing notice to Contributor in writing (the “Objection Notice”), which . IG2 shall provide a copy of the Objection Notice may, at Operating Partnershipto Beneficiary promptly following IG2’s option, specify in reasonable detail which matters (collectivelyreceipt thereof. Thereafter, the “Objections”) Operating Partnership does not find satisfactory with respect dispute as to the Propertywhether a Release Event occurred shall be resolved pursuant to Article 8 of this Agreement. If Operating Partnership timely provides there is an Objection Notice, then Contributor IG2 shall not release the Deposit Materials to Beneficiary unless and until both parties notify IG2 that IG2 should release such Deposit Materials, except if Beneficiary exercises its option to obtain immediate release of the Deposit Materials as described below. Despite any Objection Notice, Beneficiary shall have two the right to obtain immediate release of the Deposit Materials by depositing with IG2 the amount of $200,000 in immediately available funds (2in accordance with instructions provided by IG2 for such payment) Business Days after receipt of such Objection Notice to notify Operating Partnership in writing as to whether it intends to remove, or cause to be corrected to Operating Partnership’s reasonable satisfaction, prior to Closing any of such Objections, and removal or correction of any such Objections which Contributor elects to remove or correct (or is obligated to remove or correct hereunder) shall be a condition to Operating Partnership’s obligation to close (collectively, “Mandatory Cure ItemsRelease Payment”). Anything herein to the contrary notwithstanding, Contributor shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances Upon its receipt of the Property Release Payment and verification that the Release Payment is in immediately available funds, IG2 shall hold the Release Payment in escrow and shall, in accordance with Section 3.2, promptly release the Deposit Materials to Beneficiary for use solely in accordance with the License Agreement pending resolution of the dispute. If the dispute is resolved in favor of the Depositor (but not including liens and security interests securing as evidenced by written notice from both parties or by written notice from the Loans)arbitration panel provided for in Section 8), or any other Objections which Contributor elects to cure as provided above, all of which shall be removed by Contributor on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributor to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor shall be required to then (i) remove any mechanic’s Beneficiary shall return or material liens encumbering destroy all copies of the Property or Deposit Materials it has received from IG2 and (ii) cause such liens Beneficiary shall forfeit the Release Payment to be bonded over or secured Depositor as payment for improperly obtaining access to Operating Partnership’s reasonable satisfactionthe Deposit Materials and IG2 shall promptly pay the Release Payment to Depositor. If Contributor does not elect the dispute is resolved in writing within such two favor of Beneficiary (2) Business Day period to remove as evidenced by written notice from both parties or correct any Objection to Operating Partnership’s reasonable satisfactionby written notice from the arbitration panel provided for in Section 8), then Operating Partnership IG2 shall promptly return the Release Payment to Beneficiary. Depositor acknowledges and agrees that (i) shall elect by written notice Depositor would not have agreed to Contributor on or prior to the expiration allow immediate release of the Due Diligence Period, Deposit Materials if Beneficiary had not agreed to terminate this Agreement and neither party shall have any further obligations hereunder, except for pay the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or Release Payment as set forth above; (ii) shall accept the Property subject Release Payment is fair and reasonable estimate of the minimum value of having access to the Deposit Materials; (iii) payment of the Release Payment to Depositor does not restrict or limit any Objections other rights or remedies that may be available to Depositor for Beneficiary’s improper access to or use of the Deposit Materials; and (other than Mandatory Cure Items)iv) if it exercises its right to obtain immediate release of the Deposit Materials as set forth above, it (a) will not challenge Depositor’s right to receive the Release Payment as set forth above, and proceed (b) represents and warrants that its obligation to close as pay the Release Payment to all Depositor is a valid, binding and enforceable obligation of the Property, with the further right to deduct from the Consideration amounts required to remove any Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributor on or before Closingit. If this Agreement is not terminated on or prior the Deposit Materials are released to Beneficiary pursuant to the expiration of the Due Diligence Period, then Operating Partnership shall proceed to close under this Agreement subject only to the satisfaction of Operating Partnership’s closing conditions Release Condition set forth in Section 4.2 3.1(a), then if the relevant petition is subsequently dismissed, Beneficiary shall return or destroy all copies of this Agreement.the Deposit Materials it has received from IG2