Common use of Objections Clause in Contracts

Objections. Purchaser shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.

Objections. Purchaser shall have Buyer may object in writing to (i) defects, exceptions, or encumbrances to title: disclosed on the survey other than items 6A(1) through (7) above; or disclosed in the Commitment other than items 6A(1) through (9) above; (ii) any portion of the Property lying in a special flood hazard area (Zone V or A) as shown on the current Federal Emergency Management Agency map; or (iii) any exceptions which prohibit the following use or activity: . Buyer must object the earlier of (i) the Closing Date or (ii) days after ▇▇▇▇▇ receives the Commitment, Exception Documents, and the survey. Buyer’s failure to object within the time allowed will constitute a waiver of Buyer’s right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained object; except that the requirements in an Update which Schedule C of the Commitment are not Permitted Exceptions waived. Provided Seller is not obligated to incur any expense, Seller shall cure any timely objections of Buyer or any third party lender within ten (10) business 15 days after Purchaser’s receipt of such Update Seller receives the objections (it being understood Cure Period) and agreed that Schedule 4.1 shall the Closing Date will be deemed a delivery extended as necessary. If objections are not cured within the Cure Period, Buyer may, by delivering notice to Seller within 5 days after the end of the Title Objection Notice on Cure Period: (i) terminate this contract and the Execution Date with respect ▇▇▇▇▇▇▇ money will be refunded to Buyer; or (ii) waive the items set forth therein)objections. Failure If Buyer does not terminate Contract Concerning Page 3 of Purchaser to provide a Title Objection Notice 10 11-10-2020 within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice the time required, Buyer shall be deemed to be Permitted Exceptionshave waived the objections. Sellers shall use such efforts and expend such amounts as they mayIf the Commitment or Survey is revised or any new Exception Document(s) is delivered, in their sole judgment, deem appropriate Buyer may object to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects new matter revealed in the Title Objection Notice; it being understood and agreed that causing revised Commitment or Survey or new Exception Document(s) within the Title Company same time stated in this paragraph to insure over any such title exception in a manner reasonably acceptable make objections beginning when the revised Commitment, Survey, or Exception Document(s) is delivered to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionBuyer.

Objections. During the Title Objection Period, Purchaser may deliver to Seller its objections in writing to any liens, encumbrances and other matters reflected by the Title Commitment or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to deliver a terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a “Title a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Notice”) Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to Sellers objecting to any items contained in an Update title which are not Permitted Exceptions within ten (10) business days voluntarily created by Seller after the Signing Date without Purchaser’s receipt consent, failure of such Update (it being understood Seller to hold fee simple title to the Owned Properties and agreed delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Schedule 4.1 shall be deemed a delivery Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period Period (or that Seller is obligated to include any such matters in a timely delivered and valid Title Objection Noticecure) shall be deemed Purchaser’s approval of all items contained in such Update which are not designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All such items liens, encumbrances and other matters that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice designated as Non-Permitted Exceptions shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they maySeller’s failure to cure, in their sole judgment, deem appropriate to remove or cure insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the Closing any title exceptions which are not Permitted Exceptions right to which Purchaser properly objects in apply the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any Purchase Price or a portion thereof for such title exception in a manner reasonably acceptable to Purchaser purpose) shall be deemed a cure failure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15a Purchaser’s closing condition under Section 10.1(b) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.below:

Objections. If Purchaser shall have has an objection to items disclosed in the right to deliver a Commitment or Survey, then Purchaser may give Seller written notice of its objections no less than two (a “Title Objection Notice”2) Business Days prior to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery the expiration of the Title Objection Notice on Inspection Period. Any exception to title identified in the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (Commitment or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are Survey not objected to by Purchaser in a timely delivered the manner and valid Title Objection Notice within the time period specified in this Section 6 shall be deemed to be Permitted Exceptionsaccepted by Purchaser. Sellers shall use such efforts and expend such amounts as they mayIf Purchaser gives timely written notice of its objections, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers then Seller shall notify Purchaser in writing within fifteen one (151) days Business Day after receipt of Purchaser’s notice from Purchaser regarding such exceptions (“Seller’s Cure Period”) whether Sellers elect to attempt Seller elects to remove or cure any such exceptions, and Sellers’ to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice in a timely manner shall be deemed an constitute Seller’s election by Sellers not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove or cure such exceptions(so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time objection is not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectsatisfied during Seller’s Cure Period, then Purchaser shall notify Sellers within fifteen elect not later than one (151) Business Days day after receipt the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice (of termination on or before such date shall constitute Purchaser’s waiver of deemed electionany title objections that Seller is unwilling to cure, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to and such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner objections shall be deemed an election by Purchaser to proceed to Permitted Exceptions, and Closing taking title subject to such title exceptions and waiving shall occur as provided in this Agreement without any claim on account reduction of such exceptionor credit against the Sales Price.

Objections. Purchaser Developer shall have until the Due Diligence Period to examine the Survey and the Title Commitment and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Notwithstanding any other provision of this Agreement, the Commission shall be obligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections, the Commission shall have the right right, but not the obligation, to deliver a written notice attempt to remove, satisfy or otherwise cure (a “Title Objection Notice”to Developer's satisfaction) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions the Objections within thirty (30) days of notice. Within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 Developer's notice of Objections, the Commission shall be deemed a delivery give written notice to Developer informing Developer of the Title Objection Notice on the Execution Date Commission's election with respect to the items set forth therein)Objections. Failure If the Commission fails to give written notice of Purchaser to provide a Title Objection Notice its election within such ten (10) day business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) period, the Commission shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or cure such exceptions)disclosure through any other means discloses a defect in the title or Survey with respect to the Property after the Objection deadline, and such defect was not known to the Developer, Developer shall have ten (10) business days to examine the disclosed defect and make an Objection if Developer deems it necessary to do so. Any such Objection made after the Objection deadline, shall be handled as if the Objection were made prior to the Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any such exception can reasonably Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen either: (15i) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects elect to terminate this Agreement by written notice to the Commission, in which event the parties shall have no further right or obligation under this Agreement (except for rights or obligations which expressly survive the termination of this Agreement); or (ii) waive the Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect. (b) To terminate this Agreement pursuant to proceed this Section 2.2, Developer must give written notice to Closing taking title subject the Commission of Developer's election to such title exceptions terminate not later than ten (10) business days (i) after receipt of written notice from the Commission of the Commission's election not to attempt to cure any Objection; (ii) after receipt of written notice from the Commission of the Commission's determination, having previously elected to attempt to cure, that it is unable or unwilling to do so; or (iii) after the Commission's failure to give written notice of its election to attempt to cure any Objection. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall expire and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner Objections shall be deemed to be a "Permitted Encumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an election by Purchaser accurate survey of the Property, shall be deemed to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionbe a Permitted Encumbrance.

Objections. During the Title Objection Period, Purchaser may deliver to Seller its objections in writing to any liens, encumbrances and other matters reflected by the Title Commitment or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to deliver a terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a “Title a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Notice”) Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to Sellers objecting to any items contained in an Update title which are not Permitted Exceptions within ten (10) business days voluntarily created by Seller after the Signing Date without Purchaser’s receipt consent, failure of such Update (it being understood Seller to hold fee simple title to the Owned Properties and agreed delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Schedule 4.1 shall be deemed a delivery Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period Period (or that Seller is obligated to include any such matters in a timely delivered and valid Title Objection Noticecure) shall be deemed Purchaser’s approval of all items contained in such Update which are not designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All such items liens, encumbrances and other matters that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice designated as Non-Permitted Exceptions shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they maySeller’s failure to cure, in their sole judgment, deem appropriate to remove or cure insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the Closing any title exceptions which are not Permitted Exceptions right to which Purchaser properly objects in apply the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any Purchase Price or a portion thereof for such title exception in a manner reasonably acceptable to Purchaser purpose) shall be deemed a cure failure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15a Purchaser’s closing condition under Section 10.1(b) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.below: -39-

Objections. Purchaser Notwithstanding anything contained in this Contract to the contrary, Seller shall not be obligated to convey to Buyer any greater interest in, or title to, all or any portion of the Property beyond that which Seller owns and has a right to convey. Buyer shall have 30 days from its receipt of the last to be received of: (a) the Commitment, (b) the best available copies of all documents listed therein as constituting exceptions to or reservations from Seller’s title to the Property (collectively, the “Exception Documents”), and (c) any New Survey (subject to the provisions of Section 5.02 above capping the time to receive any New Survey to 45 days after the Effective Date), within which to examine same and give Seller written notice setting forth any objections Buyer has to anything contained therein or to such title as Seller has a right to convey; provided however, that Buyer shall have no right to object to the existence of and/or encumbrance of the Property by the Remediation Easement (as defined in Section 8.03). Any item contained in the Survey, the Commitment or the Exception Documents shall be deemed approved by Buyer unless Buyer notifies Seller of Buyer’s objection to same within said 30 day period. Seller shall have the right, but not the duty, to cure any such objection of Buyer. If any such objection is not cured within 15 days from Seller’s receipt of notice of such objection, Buyer may, at Buyer’s option and as Buyer’s sole remedy, terminate this Contract by giving written notice of termination to Seller within three (3) days from and after the expiration date of such 15 day period, and, in such event, the parties hereto will be relieved of all further liabilities hereunder (except those which, by their express terms, survive the termination hereof) and the ▇▇▇▇▇▇▇ Money will be refunded to Buyer. If Buyer does not so notify Seller of termination within such three (3) day period, Buyer shall be deemed to have approved any objectionable item not cured. Notwithstanding anything to the contrary contained in this Contract, Buyer shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to terminate this Contract without cause at any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure time prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects end of the Review Period in accordance with the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure provisions of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt Section 4.03 of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptionsthis Contract, and Sellers’ failure to deliver such notice the terms of this Section 5.03 do not limit or affect that right in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionway.

Objections. Purchaser Buyer shall have five (5) days after the right to deliver later of ▇▇▇▇▇’s receipt of the Title Commitment or a written notice copy of the Survey (a “Title Objection NoticeDeadline”) to Sellers objecting review the Survey, Title Commitment, and legible copies of the title instruments referenced in them and notify Seller of Buyer’s objections to any items contained in an Update which are not Permitted Exceptions within ten of them (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall “Title Objections”). Buyer will be deemed a delivery of to have approved all matters reflected by the Survey, and Title Commitment, to which ▇▇▇▇▇ has made no Title Objection by the Title Objection Notice on Deadline. The matters that Buyer either approves or is deemed to have approved are “Permitted Exceptions.” If Buyer notifies Seller of any Title Objections, Seller has five (5) days from receipt of Buyer’s notice to notify Buyer whether Seller agrees to cure the Execution Date with respect to the items set forth thereinTitle Objections before closing (“Cure Notice”). Failure of Purchaser If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to provide a cure all the Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they Objections before closing, Buyer may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen five (155) days after receipt the deadline for the giving of notice from Purchaser regarding such exceptions whether Sellers elect Seller’s Cure Notice, notify Seller that either this contract is terminated or Buyer will proceed to attempt close, subject to Seller’s obligations to remove all liquidated liens, remove all exceptions that arise by, through, or cure any such exceptionsunder Seller after the Effective Date, and Sellers’ failure cure only the Title Objections that Seller has agreed to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to Cure Notice. At or before closing, Seller must remove all liquidated liens, remove all exceptions that arise by, through, or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions)under Seller after the Effective Date of this contract, and if any such exception can reasonably be expected cure the Title Objections that Seller has agreed to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptioncure.

Objections. Purchaser shall have If objection to the right Commitment (and, if applicable, the Survey) is made by the date that is no later than five (5) business days prior to deliver a written notice the expiration of the Inspection Period (a the “Title Objection NoticePeriod”), stating that there are Title Defects (as defined below) to Sellers objecting to any items contained shown in an Update which are not Permitted Exceptions within ten the Commitment or the recorded exception documents or shown in the Survey (10“Objections”), Seller shall have three (3) business days after from Seller’s receipt of Purchaser’s Objections to either (i) remedy the Title Defects in a manner reasonably satisfactory to Purchaser in all respects, or (ii) notify Purchaser that Seller is unable or not willing to remedy the Title Defects (“Seller’s Response”). Within two (2) business days of Purchaser’s receipt of Seller’s Response, Purchaser shall elect to either (i) terminate the Agreement, or (ii) waive such Update Title Defects and proceed with this transaction subject thereto (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include in which case, any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice Defects shall be deemed to be Permitted Exceptions. Sellers shall use ) and, provided further, that in the event that any such efforts and expend Title Defect(s) are Existing Encumbrances, if such defects are not paid or satisfied by Seller at or before Closing, Purchaser may, at its option, pay such amounts as they may, in their sole judgment, deem appropriate and receive credit against sums due to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptionsSeller at Closing. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or by giving written notice thereof to proceed Seller pursuant to Closing taking title subject to such title exceptions option (i) in the preceding sentence, Seller and waiving Purchaser shall be relieved of any claim on account and all liability hereunder, except as provided herein. If Purchaser does not notify Seller of such exception. Failure of a particular Title Defect within the Title Objection Period, then Purchaser to provide such notice in a timely manner shall be deemed an election to have approved the matters identified in the Commitment and the Survey which Purchaser did not timely object to. “Permitted Exceptions” shall mean all the matters identified in the Commitment, items of record and shown in the Survey that (i) Purchaser did not timely object to, or (ii) are waived by Purchaser pursuant to proceed the terms of this paragraph. As used herein, a Title Defect” shall mean any material matter that would (a) render title unmarketable or unfinanceable as such terms are commonly and reasonably used in the local market where the applicable individual Property is located, (b) constitute a lien on the Properties which cannot be satisfied by the payment of a liquidated sum or (c) restrict the Properties from being used for the Intended Use (as defined below). Purchaser and Seller hereby acknowledge and agree that upon receipt of the Commitment from the Title Company, the legal descriptions for the Properties provided in the Commitment shall automatically be inserted into Exhibit “A” attached hereto and made a part hereof. First American Title Insurance Company, as both Escrow Agent and Title Company, shall perform in accordance with this Agreement and separate undertakings as executed by the parties from time to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptiontime.

Objections. For purposes of this Article 2, a matter which may be objected to by Purchaser hereunder (an "Objection") shall be deemed "material" if it would adversely affect the value of a Specific Property by more than $25,000. In the event a material Objection is raised by Purchaser which can be cured by the expenditure of funds, Seller shall be obligated, subject to the following sentence, to cure such Objection provided Purchaser pays the first $10,000 of such cure amount and such cure does not require the expenditure by Seller of more than $15,000. If the Objection would cost less than $25,000, Seller shall either cure such Objection or pay to Purchaser or credit Purchaser at Closing the difference between the cost to cure the Objection and $10,000. If the Objection would cost more than $25,000 to cure ($10,000 of which shall be Purchaser's obligation and $15,000 of which shall be Seller's obligation), Seller shall have the option of either (i) spending such excess funds and curing such Objection or giving Purchaser a credit at Closing equal to $15,000 and such excess funds, in which case the Objection shall be deemed satisfied, or (ii) not spending such excess funds and not curing such Objection, in which case the Specific Property which was affected by such Objection shall be deemed an "Uncured Property." In the event a material Objection is raised by Purchaser which can not be cured by the expenditure of funds and is not otherwise cured by Seller within the Cure Period, the Specific Property which was affected by such Objection shall be deemed an "Uncured Property." For purposes of this Section 2.2, all Objections with respect to any Specific Property shall be aggregated and treated as a single "Objection." Notwithstanding anything herein to the contrary, (a) Purchaser shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to terminate this Agreement if any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on following conditions occurs: (i) two Tier 1 Properties are deemed Uncured Properties, or (ii) any combination of Tier 1 Properties or Tier 2 Properties greater than or equal to three are deemed Uncured Properties, (b) Purchaser shall have the Execution Date right to not purchase an Uncured Property and Purchaser shall not receive any credit at the Closing with respect to such Uncured Property, except that in the items set forth therein). Failure case of a Tier 1 Property or a Tier 2 Property, if Seller received a qualified offer for such Uncured Property, Purchaser shall receive a credit against the Purchase Price at the Closing equal to provide a Title Objection Notice within the highest qualified offer "the Highest Offer") received by Seller for such ten Uncured Property pursuant to the Omnibus Sales Motion filed on July 19, 2000 currently in effect relating to the Property (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items i.e. the order that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed required bids for the Property to be Permitted Exceptions. Sellers shall use submitted to Seller on or before July 28, 2000), (c) if Purchaser does not pay its share of the amount necessary to cure an Objection (i.e. $10,000), the Property which is subject to such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers Uncured Property, (d) if Seller does not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments pay its share of the Closing for a period of time not amount necessary to exceed forty-five cure an Objection (45) days in the aggregate in order i.e. up to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions$15,000), the Property which is subject to such Objection shall, at Purchaser's option, be deemed an Uncured Property, and if any such exception can reasonably be expected to have, individually or in (e) Seller shall have the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects right to terminate this Agreement if any combination of Tier 1 Properties or Tier 2 Properties greater than or equal to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be six are deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionUncured Properties.

Objections. Purchaser shall have forty (40) days following the Effective Date to notify Seller of any objections to the Commitment or Updated Survey ("Objection Period"). Seller shall have ten (I 0) business days from the date notified in writing of the particular defects claimed during the Objection Period ("Cure Period"), to either: (I) remedy the title, (2) obtain title insurance with regard to the defect in form and substance satisfactory to Purchaser in all respects, or (3) notify Purchaser that Seller is unable or unwilling to remedy the title or obtain the title insurance, and thereafter Purchaser may, within three (3) business days, elect to terminate this Agreement and receive a refund of the Deposit if Seller does not cure all such title objections within the Cure Period, or Purchaser may elect to waive such defects, with such election by Purchaser effectively deeming such defects to be Permitted Encumbrances, and proceed with this transaction subject thereto and, provided further, that in the event that any such defect(s) results from liens or encumbrances caused by Seller and having liquidated amounts, such liens or encumbrances shall in no event be deemed a Permitted Encumbrance and Seller shall be responsible for causing such liens or encumbrances to be paid off in full and released as of the Closing Date. If Purchaser does not notify Seller of a particular defect within the Title Objection Period, then Purchaser shall be deemed to have approved the matters identified in the Commitment and the Updated Survey, and all such matters shall be deemed Permitted Encumbrances. In the event that there are new conditions identified on any updated title commitments or any updates to the Updated Survey which were not previously identified on the Commitment or the Updated Survey, then, in such event, Purchaser shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt notify Seller of such Update (it being understood objections which will be treated as new title defects as set forth in this Section 4.C and agreed Purchaser shall have the right to object to such matters as set forth above. In the event Purchaser notifies Seller of any title defects as provided above, and provided that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date Seller is willing to cure such defects and thereafter obtains title insurance endorsements to provide affirmative insurance with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any title defects, then in such matters in a timely delivered and valid Title Objection Notice) event, Seller shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to solely responsible for the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure cost of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionendorsements.

Objections. Purchaser Developer shall have until the expiration of the Site Inspection Period to examine the Survey and the Title Commitment and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Notwithstanding any other provision of this Agreement, the Commission shall be obligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections (the "Objection Notice"), the Commission shall have the right right, but not the obligation, to deliver a written notice attempt to remove, satisfy or otherwise cure (a “Title to Developer's satisfaction) the Objections within thirty (30) days of its receipt of the Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within . Within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 the Objection Notice, the Commission shall be deemed a delivery give written notice to Developer informing Developer of the Title Objection Notice on the Execution Date Commission's election with respect to the items set forth thereinObjections (the "Response"). Failure of Purchaser If the Commission fails to provide a Title Objection Notice its Response within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) period, the Commission shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or cure such exceptions)disclosure through any other means discloses a defect in the title or Survey with respect to the Property after the Objection deadline, and such defect was not known to the Developer, Developer shall have ten (10) business days to examine the disclosed defect and to provide an additional Objection Notice if Developer deems it necessary to do so. Any Objection made after the initial Objection deadline, shall be handled as if the Objection were made prior to the initial Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any such exception can reasonably Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen either: (15i) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects elect to terminate this Agreement by written notice to the Commission, in which event the Deposit shall be returned to Developer and the parties shall have no further right or obligation under this Agreement (except for rights or obligations which expressly survive the termination of this Agreement); or (ii) waive the Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect. (b) To terminate this Agreement pursuant to proceed this Section 2.2, Developer must give written notice to Closing taking title subject the Commission of Developer's election to such title exceptions terminate not later than ten (10) business days (i) after receipt of the Response from the Commission specifying the Commission's election not to attempt to cure any Objection; (ii) after receipt of written notice from the Commission of the Commission's determination, having previously elected to attempt to cure, that it is unable or unwilling to do so; or (iii) after the Commission's failure to timely provide its Response. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall expire and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner Objections shall be deemed to be a "Permitted Encumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an election by Purchaser accurate survey of the Property, shall be deemed to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionbe a Permitted Encumbrance.

Objections. Purchaser (a) Buyers shall have until the right Title Objection Date to deliver give Seller a written notice (a the “Title Objection Notice”) that sets forth in reasonable detail any objections that Buyers have to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten title or survey matters affecting the Land (10) business the “Buyers’ Title Objections”). Seller shall have 10 days after Purchaser’s from its receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on (“Seller’s Title Election Period”) to give Buyers notice as to whether Seller elects to use reasonable efforts to cure the Execution Date with respect Buyers’ Title Objections by the end of the Study Period. If Seller fails to give Buyers written notice of such election before the items set forth therein). Failure end of Purchaser to provide a Seller’s Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice Election Period, Seller shall be deemed to be Permitted Exceptionshave elected to cure the Buyers’ Title Objections. Sellers shall use such efforts If Seller elects during the Seller’s Title Election Period, and expend such amounts as they maytimely notifies Buyers in writing, in their sole judgment, deem appropriate not to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, attempt to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure Buyers’ Title Objections, such exceptions. If Sellers notify Purchaser that Sellers Buyers’ Title Objections shall constitute Permitted Exceptions and Buyers shall have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) until 10 Business Days after receipt of Seller’s notice not to cure to determine whether to take title to the Assets subject to such notice (matters or date to terminate this Agreement. If Seller elects to cure any one or more of deemed electionthe Buyers’ Title Objections, Seller shall have until the end of the Study Period to complete such cure, failing which Buyers shall have the option of either accepting the title as applicable), whether Purchaser elects it then is or terminating this Agreement. If Buyers elect to terminate this Agreement pursuant to this Section 4.4(a), (i) the Deposit shall be returned to Buyers, and (ii) Seller and Buyers shall have no further obligations or liabilities to proceed each other hereunder. (b) Buyers shall be entitled to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to request that the Title Company provide such notice in a timely manner endorsements to Buyers’ title insurance policies as Buyers may reasonably require, provided that (i) such endorsements or amendments shall be deemed an election by Purchaser at no cost to, and shall impose no additional liability on, Seller, and (ii) Buyers’ obligations under this Agreement shall be conditioned upon its ability to proceed to Closing taking title subject to obtain such title exceptions and waiving any claim on account of such exceptionendorsements.

Objections. Purchaser shall have until fourteen (14) business days from the right to deliver a written notice issuance of the Title Commitment (a the “Title Objection NoticePeriod”) to Sellers objecting review the Survey, Title Commitment and Exception Documents and deliver to any Seller, in writing, such objections as Purchaser may have to anything contained or set forth in the Survey, Title Commitment and Exception Documents (“Title Objections”). Any items contained in an Update to which are Purchaser does not Permitted Exceptions object to within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice Period shall be deemed to be approved by Purchaser and shall be “Permitted Exceptions” (herein so called) for purposes of this Agreement. Sellers shall use such efforts and expend such amounts Notwithstanding the foregoing, the items set forth as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects requirements in the Title Objection Notice; it being understood Commitment, and agreed that causing all other items the Title Company identifies to insure over any such title exception in a manner reasonably acceptable to Purchaser be released upon Closing, shall be deemed a cure of such title exceptionobjections by Purchaser. Except as set forth hereinIf Title Objections are timely delivered to Seller by Purchaser, Sellers Seller shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen ten (1510) days after receipt of Purchaser’s Title Objections to give Purchaser and Title Company, with respect to each Title Objection, either (i) evidence satisfactory to Purchaser of the removal of the Title Objection or that the Title Objection will be removed or cured on or before the Closing (in which event such cure or removal shall be a condition precedent to Purchaser’s obligation to proceed with the Closing); or (ii) written notice from Purchaser regarding such exceptions whether Sellers elect to attempt that Seller elects not to remove or cure any such exceptions, and Sellers’ Title Objection. Seller's failure to deliver such notice in a timely manner respond to Purchaser’s Title Objections shall be deemed an election by Sellers Seller not to remove or cure such exceptionsTitle Objections. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected Seller elects not to remove or cure any Title Objection, Purchaser shall, within three (3) days of Seller’s election, either (i) waive such exceptions Title Objection and proceed with the Closing, or (or are ii) terminate this Agreement by written notice to Seller and receive a refund of the E▇▇▇▇▇▇ Money. If Purchaser fails to notify Seller of its election to terminate the Agreement within three (3) days of Seller’s notice not to cure a Title Objection, Purchaser shall be deemed to have elected not to remove waive the Title Objection and proceed to Closing. All title exceptions which are approved or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then deemed approved by Purchaser shall notify Sellers within fifteen (15) Business Days after receipt constitute Permitted Exceptions for purposes hereof. Notwithstanding the foregoing except for the Deed of such notice (or date Trust for the Assumed Loan and related documents, all matters reflected as requirements of deemed electionthe Title Commitment, liens and items which are designated by the Title Company as applicable), whether Purchaser elects matters to terminate this Agreement or to proceed be satisfied prior to Closing taking title subject to such title exceptions shall not constitute Permitted Exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election discharged and satisfied by Purchaser to proceed Seller prior to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionshall not constitute a Permitted Exception for purposes hereof.

Objections. Purchaser Developer shall have until the Due Diligence Deadline to examine the Survey and the Title Commitment and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Notwithstanding any other provision of this Agreement, the Commission shall be obligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections (the "Objection Notice"), the Commission shall have the right right, but not the obligation, to deliver a written notice attempt to remove, satisfy or otherwise cure (a “Title to Developer's satisfaction) the Objections within thirty (30) days of its receipt of the Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within . Within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 the Objection Notice, the Commission shall be deemed a delivery give written notice to Developer informing Developer of the Title Objection Notice on the Execution Date Commission's election with respect to the items set forth thereinObjections (the "Response"). Failure of Purchaser to If the Commission fails provide a Title Objection Notice its Response within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) period, the Commission shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or cure such exceptions)disclosure through any other means discloses a defect in the title or Survey with respect to the Property after the Objection deadline, and such defect was not known to the Developer, Developer shall have ten (10) business days to examine the disclosed defect and to provide an additional Objection Notice if Developer deems it necessary to do so. Any such Objection made after the initial Objection deadline, shall be handled as if the Objection were made prior to the initial Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any such exception can reasonably Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen either: (15i) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects elect to terminate this Agreement by written notice to the Commission, in which event the parties shall have no further right or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account obligation under this Agreement (except for rights or obligations which expressly survive the termination of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.this Agreement); or

Objections. Purchaser shall have Buyer may object to any matters disclosed by the right to deliver a Title Commitment or the Survey by delivering written notice of any objections (a the “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within Seller on or before ten (10) business days after Purchaser’s receipt Business Days prior to the Due Diligence Termination Date. Any Objection Notice delivered by Buyer pursuant to this Paragraph 6(b) shall specify in reasonable detail any matter to which Buyer objects. If the Title Company subsequently issues any amendment to the Title Commitment showing any additional exception to title and/or if the Survey is later obtained during the balance of such Update (it being understood the Due Diligence Period and agreed that Schedule 4.1 discloses any additional exception or other matter not disclosed on the Title Commitment, Buyer shall be deemed a delivery of entitled to object to any such additional exception (or to any such additional exception or other matter disclosed by the Title Survey, as applicable) by delivering an Objection Notice to Seller and to Escrow Agent on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such or before ten (10) business day period days after ▇▇▇▇▇’s receipt of the amendment to the Title Commitment or ten (10) days after ▇▇▇▇▇’s receipt of the Survey, as applicable. If Buyer fails to deliver an Objection Notice objecting to any matter set forth in the Survey, any amended Survey, the Title Commitment, or any subsequent amendment to include any such matters in a timely delivered and valid the Title Objection Notice) Commitment, within the relevant time periods prescribed above, Buyer shall be conclusively deemed Purchaser’s approval to have approved such matters. Notwithstanding any contrary provision of all items contained this Agreement, but subject to Paragraph 6(d), in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in no event shall any monetary liens or encumbrances securing payment of private debts or obligations constituting a timely delivered and valid Title Objection Notice shall lien against the Property be deemed to be Permitted Exceptions. Sellers Exceptions (as defined below), and the foregoing (if any) affecting the Property shall use such efforts and expend such amounts as they maybe released, in their sole judgmentat Seller’s expense (or by application of Seller’s closing proceeds), deem appropriate to remove at or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exceptionClosing. Except as set forth hereinprovided in the preceding sentence or as otherwise provided in this Paragraph 6 or elsewhere in this Agreement, Sellers Seller shall not have the obligation, however, to cure any such exceptions or pay any amounts no obligation to cure or remove the sameany title matter objected to by Buyer. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed fortyDocuSign Envelope ID: B6D9F1C1-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.D8C9-42D7-A6EE-6EEFA52289F6

Objections. Purchaser Owner will notify Option-Holder in writing ---------- whether Owner is unable or unwilling to cure to Option-Holder's satisfaction any title or survey objections (other than the Permitted Title Exceptions) raised by Option-Holder ("Title Problems"), which notice shall restate the effect set forth in this Section of Owner's failure to respond in accordance with this Section. Owner shall be obligated to remove and discharge of record or otherwise cure to Option-Holder's satisfaction all Title Problems (other than matters which existed of record prior to the commitment date of Option-Holder's title commitment issued by Lawyers Title Insurance Corporation under commitment number LIT-97-14739 excluding monetary liens and judgments for which Owner is responsible) which have the right timely been raised by Option-Holder and which are liens in a fixed or ascertainable amount or result from Owner's actions. Owner's failure to deliver a written such notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions Option-Holder within ten (10) business days after Purchaser’s receipt delivery of such Update (it being understood and agreed that Schedule 4.1 Option-Holder's notice of Title Problems shall be deemed a delivery Owner's refusal to cure all of the Title Objection Notice on Problems by the Execution Date with respect Closing Date, excluding, however, those Title Problems which Owner is obligated hereunder to the items set forth therein)cure. Failure of Purchaser If Owner has not agreed to provide a cure all Title Objection Notice within such Problems other than those which Owner is obligated hereunder to cure, Option-Holder shall have ten (10) business day period days from receipt of Owner's notice (or or, if Owner has failed to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they maygive notice, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt from delivery of Option-Holder's notice from Purchaser regarding such exceptions whether Sellers elect of Title Problems) either (1) to attempt to remove or cure any such exceptionswithdraw, and Sellers’ failure to deliver such without liability, its exercise of the Purchase Option by notice in a timely manner shall be deemed an election by Sellers not writing to remove or cure Owner delivered prior to the expiration of such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice day period, or (or date of deemed election, as applicable), whether Purchaser elects 2) to terminate this Agreement or to proceed to Closing taking title subject to accept such title exceptions and waiving any claim on account as Owner can deliver without reduction or abatement of such exceptionthe Option Price except to the extent of Title Problems which Owner is obligated hereunder to cure. Failure Option-Holder's failure to timely deliver notice of Purchaser to provide such notice in a timely manner termination shall be deemed an election by Purchaser Option-Holder's agreement to proceed to Closing taking title subject to accept such title exceptions and waiving any claim on account as Owner can deliver without reduction or abatement of such exceptionthe Option Price except to the extent of Title Problems which Owner is obligated hereunder to cure.

Objections. If Purchaser shall have has an objection to items disclosed in the right to deliver a Commitment, then Purchaser may give Seller written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions of its objections within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery full execution of the Title Objection Notice on Purchase Agreement, but in any event not later than three (3) days before the Execution Date with respect expiration of the Inspection Period. Any exception to title identified in the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are Commitment not objected to by Purchaser in a timely delivered the manner and valid Title Objection Notice within the time period specified in this Section 6 shall be deemed to be Permitted Exceptionsaccepted by Purchaser. Sellers shall use such efforts and expend such amounts as they mayIf Purchaser gives timely written notice of its objections, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers then Seller shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (155) Business Days after receipt of Purchaser’s notice (“Seller's Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove at Closing financing liens of an ascertainable amount created by Seller. If any objection is not satisfied during Seller's Cure Period, then Purchaser shall elect not later then five (5) days after the expiration of Seller's Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice (of termination on or before such date shall constitute Purchaser’s waiver of deemed electionany title objections that Seller is unwilling to cure, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to and such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner objections shall be deemed an election by Purchaser to proceed to Permitted Exceptions, and Closing taking title subject to such title exceptions and waiving shall occur as provided in this Agreement without any claim on account reduction of such exceptionor credit against the Sales Price.

Objections. Purchaser Seller shall have until 5:00 p.m. on the right to deliver a written notice date which is five (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (105) business days after Purchaser’s receipt of such Update (Buyer’s notice of Title Defects to notify Buyer whether it being understood and agreed that Schedule 4.1 shall be deemed a delivery of will attempt to cure the Title Objection Notice on the Execution Date with respect to the items set forth therein)Defects, if any. Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) Seller shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after the end of the Due Diligence Period to cure the Title Defects. If Seller notifies Buyer that it will not attempt to cure the Title Defects, Buyer shall either (i) terminate this Agreement by providing Seller with written notice of termination by 5:00 p.m. on the date which is five (5) business days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptionsSeller’s notice, and Sellers’ failure to deliver such notice in a timely manner which event the ▇▇▇▇▇▇▇ Money shall be deemed an election by Sellers not refunded to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptionsBuyer, then Sellers all rights and obligations of the parties under this Agreement shall expire, all Due Diligence Materials and other information shall be entitled returned to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days Seller in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptionsaccordance with paragraph 17(b), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement shall become null and void, or (ii) waive the Title Defects and proceed to Closing, subject to Buyer’s right to satisfy Permitted Exceptions constituting a liquidated sum of money as set forth below. If Buyer waives its objections to the Title Defects or Buyer’s objections are deemed waived, the parties shall proceed to Closing taking title subject and consummate the purchase and sale of the Properties, in which event all unsatisfied objections shall constitute Permitted Exceptions under this Agreement; provided, however, that with respect to such title exceptions and waiving any claim on account Permitted Exception which constitutes a liquidated sum of money, Buyer may make payment of such exception. Failure of Purchaser amount to provide satisfy such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions Permitted Exception and waiving any claim on account of such exceptiondeduct the amounts so paid from the Purchase Price due hereunder.

Objections. Purchaser Buyer shall have examine and, in ▇▇▇▇▇’s sole and absolute discretion, make any title objections to the right Title Commitment and/or Updated Survey (the “Title Objections”) within the Review Period, said Title Objections to deliver a be made in writing or deemed waived (such written notice (a “of Buyer’s Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed Objections to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts hereinafter referred to as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure “Notice of such title exceptionObjections”). Except as set forth hereinbelow, Sellers the Title Company’s standard exceptions; liens and encumbrances for water charges, sewer rates, assessments and other governmental charges not delinquent subject to proration pursuant to the terms of this Agreement; building and zoning laws, ordinances, state and federal regulations; building codes, entitlements and other land use regulations promulgated by any governmental authority including environmental laws, or any nonconformity or violation of the Property therewith or thereof; restrictions relating to use and/or improvement of the Property; reservations of mineral rights; easements of record; lien for current real property taxes and assessments; survey exceptions; the rights of parties in possession pursuant to the Lease; and any title exception disclosed by the Title Commitment or Buyer’s survey and not listed in such Notice of Objections shall not have the obligation, however, be deemed a “Permitted Title Exception(s)” under this Agreement. If Seller shall fail to cure any such exceptions (or pay any amounts commence to cure cure) or remove eliminate all the same. Sellers shall notify Purchaser Title Objections listed in writing the Notice of Objections within fifteen (15) days after receipt of the Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (a) accept the Property subject to the Title Objection(s) not cured (in which case such title exception(s) shall become a Permitted Title Exception(s) hereunder), or (b) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be refunded to Buyer within two (2) business days. In the event that ▇▇▇▇▇▇ agrees to cure a Title Objection and commences such cure, but the same cannot be cured within the Title Cure Period, the Buyer may, by written notice from Purchaser regarding to Seller, preserve such exceptions whether Sellers Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s obligation to close. Buyer shall elect to attempt either accept the Property subject to remove the Permitted Title Exceptions or cure any such exceptionsterminate the Agreement by written notice to Seller delivered within three (3) business days following the end of the Title Cure Period, and Sellers’ the failure to deliver such election notice shall constitute an election to proceed under clause (a) above. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a timely manner liquidated amount incurred by Seller during Seller’s ownership of the Property and which constitutes an exception to the title to the Property shall not in any event be a Permitted Title Exception hereunder, but such claim shall be deemed an election paid or satisfied out of the sums payable by Sellers not Buyer at Closing, and the proceeds of sale payable to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers Seller shall be entitled to one reduced accordingly; provided that such claim must have arisen directly from the acts or more adjournments omissions of Seller, and not those of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionTenant.

Objections. Purchaser Owner will notify Option-Holder in writing whether Owner is unable or unwilling to cure to Option-Holder’s satisfaction any title or survey objections (other than the Permitted Title Exceptions) raised by Option-Holder (“Title Problems”), which notice shall restate the effect set forth in this Section of Owner’s failure to respond in accordance with this Section. Owner shall be obligated to remove and discharge of record or otherwise cure to Option-Holder’s satisfaction all Title Problems (other than the Permitted Title Exceptions), which have the right timely been raised by Option-Holder and which are liens in a fixed or ascertainable amount or result from Owner’s actions. Owner’s failure to deliver a written such notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions Option-Holder within ten (10) business days after Purchaserdelivery of Option-Holder’s receipt notice of such Update (it being understood and agreed that Schedule 4.1 Title Problems shall be deemed a delivery Owner’s refusal to cure all of the Title Objection Notice on Problems by the Execution Date with respect Closing Date, excluding, however, those Title Problems which Owner is obligated hereunder to the items set forth therein)cure. Failure of Purchaser If Owner has not agreed to provide a cure all Title Objection Notice within such Problems other than those which Owner is obligated hereunder to cure, Option-Holder shall have ten (10) business day period days from receipt of Owner’s notice (or or, if Owner has failed to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they maygive notice, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt from delivery of Option-Holder’s notice from Purchaser regarding such exceptions whether Sellers elect of Title Problems) either (1) to attempt to remove or cure any such exceptionswithdraw, and Sellers’ failure to deliver such without liability, its exercise of the Purchase Option by notice in a timely manner shall be deemed an election by Sellers not writing to remove or cure Owner delivered prior to the expiration of such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice day period, or (or date of deemed election, as applicable), whether Purchaser elects 2) to terminate this Agreement or to proceed to Closing taking title subject to accept such title exceptions and waiving any claim on account as Owner can deliver without reduction or abatement of such exceptionthe Option Price except to the extent of Title Problems which Owner is obligated hereunder to cure. Failure Option-Holder’s failure to timely deliver notice of Purchaser to provide such notice in a timely manner termination shall be deemed an election by Purchaser Option-Holder’s agreement to proceed to Closing taking title subject to accept such title exceptions and waiving any claim on account as Owner can deliver without reduction or abatement of such exceptionthe Option Price, except to the extent of Title Problems which Owner is obligated hereunder to cure.

Objections. Purchaser Buyer shall have review the right Title Report and may, on or prior to deliver the date that is twenty (20) days from the date that Buyer receives a complete Title Report (the “Title Review Period”), provide Seller and Title Company with written notice of the title exceptions that are objectionable to Buyer, in Buyer’s sole and absolute discretion (each such objectionable matter or exception considered a “Disapproved Matter”). If Buyer timely notifies Seller and Title Objection Notice”Company of any Disapproved Matter(s) on or prior to Sellers objecting to any items contained in an Update which are not Permitted Exceptions the expiration of the Title Review Period, Seller shall, within ten (10) business days after Purchaserfollowing Seller’s receipt of Buyer’s written notice of Disapproved Matter(s) (the “Seller Title Response Period”), notify Buyer and Escrow Agent that: (i) Seller will remove or correct such Update Disapproved Matter as of or before the Closing, or (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth thereinii) Seller will not remove or correct any or certain Disapproved Matter(s). Failure of Purchaser to provide a If Seller does not respond within the Seller Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice Response Period, Seller shall be deemed to have elected option (ii) above. If Seller elects, within its sole discretion, not to eliminate those objections with reference to such Disapproved Matter(s), in form and substance acceptable to Buyer, in Buyer’s sole and absolute discretion, Buyer may either (y) terminate this Agreement by delivery of written notice to Seller and Escrow Agent, or (z) give written notice to Seller and Escrow Agent, agreeing to accept title to the Property subject to such Disapproved Matters, in which case such Disapproved Matters shall be Permitted ExceptionsExceptions (as defined in Section 4.5(d), below). Sellers shall use such efforts and expend such amounts as they mayIf Buyer fails to deliver written notice in accordance with (y) or (z) above, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser Buyer shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions)option (y) above, and if any such exception can reasonably be expected to have, individually or in which case this Agreement shall terminate on the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen day that is five (155) Business Days after receipt at the expiration of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionthe Seller Title Response Period.

Objections. Purchaser Buyer shall have 20 days after the right to deliver later of ▇▇▇▇▇’s receipt of the Title Commitment or a written notice copy of the Survey (a “Title Objection NoticeDeadline”) to Sellers objecting review the Survey, Title Commitment, and legible copies of the title instruments referenced in them and notify Seller of Buyer’s objections to any items contained in an Update which are not Permitted Exceptions within ten of them (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall “Title Objections”). Buyer will be deemed a delivery of to have approved all matters reflected by the Survey, and Title Commitment, to which ▇▇▇▇▇ has made no Title Objection by the Title Objection Notice on the Execution Date with respect to the items set forth therein)Deadline. Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (The matters that Buyer either approves or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are is deemed to have elected approved are “Permitted Exceptions.” If Buyer notifies Seller of any Title Objections, Seller has ten days from receipt of Buyer’s notice to notify Buyer whether Seller agrees to cure the Title Objections before closing (“Cure Notice”). If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before closing, Buyer may, within ten days after the deadline for the giving of Seller’s Cure Notice, notify Seller that either this Contract is terminated or Buyer will proceed to close, subject to Seller’s obligations to remove all liquidated liens, remove all exceptions that arise by, through, or cure such exceptions)under Seller after the Effective Date, and if any such exception can reasonably be expected cure only the Title Objections that Seller has agreed to have, individually or cure in the aggregateCure Notice. At or before closing, a Material Adverse EffectSeller must remove all liquidated liens, then Purchaser shall notify Sellers within fifteen (15) Business Days remove all exceptions that arise by, through, or under Seller after receipt the Effective Date of such notice (or date of deemed electionthis Contract, as applicable), whether Purchaser elects and cure the Title Objections that Seller has agreed to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptioncure.

Objections. Purchaser Developer shall have until the Due Diligence Deadline to examine the Survey and the Title Commitment and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Notwithstanding any other provision of this Agreement, the Commission shall be obligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections, the Commission shall have the right right, but not the obligation, to deliver a written notice attempt to remove, satisfy or otherwise cure (a “Title Objection Notice”to Developer's satisfaction) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions the Objections within thirty (30) days of notice. Within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 Developer's notice of Objections, the Commission shall be deemed a delivery give written notice to Developer informing Developer of the Title Objection Notice on the Execution Date Commission's election with respect to the items set forth therein)Objections. Failure If the Commission fails to give written notice of Purchaser to provide a Title Objection Notice its election within such ten (10) day business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) period, the Commission shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or cure such exceptions)disclosure through any other means discloses a new defect in the title or Survey objection with respect to the Property after the Objection deadline, and such new defect was not known to the Developer, Developer shall have ten (10) business days to examine the disclosed new defect and make an Objection if Developer deems it necessary to do so. Any Objection regarding a new defect made after the Objection deadline, shall be handled as if the Objection were made prior to the Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any such exception can reasonably Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen either: (15i) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects elect to terminate this Agreement by written notice to the Commission, in which event the parties shall have no further right or obligation under this Agreement (except for rights or obligations which expressly survive the termination of this Agreement); or (ii) waive the Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect. (b) To terminate this Agreement pursuant to proceed this Section 2.2, Developer must give written notice to Closing taking title subject the Commission of Developer's election to such title exceptions terminate not later than ten (10) business days (i) after receipt of written notice from the Commission of the Commission's election not to attempt to cure any Objection; (ii) after receipt of written notice from the Commission of the Commission's determination, having previously elected to attempt to cure, that it is unable or unwilling to do so; or (iii) after the Commission's failure to give written notice of its election to attempt to cure any Objection. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall expire and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner Objections shall be deemed to be a "Permitted Encumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an election by Purchaser accurate survey of the Property, shall be deemed to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionbe a "Permitted Encumbrance".

Objections. If any Commitment, any amendments or supplements thereto, or any title reports, certificates, updates, UCC searches or surveys (collectively, the “Search Items”), discloses any lien or encumbrances on (or defect in the Seller’s title to) the Real Estate, other than the Permitted Encumbrances, to which Purchaser objects, Purchaser shall have notify Seller in writing of such objection (the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions detail within ten five (105) business days after Purchaser’s receipt by Purchaser of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a Search Item. If Purchaser fails to timely delivered and valid Title give an Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by , Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions have approved all matters to which Purchaser properly objects may have objected in such Objection Notice if given timely. If Purchaser timely gives the Objection Notice, Seller shall have the right, but not the obligation, to indicate which matters, if any, identified in the Title Objection Notice will be addressed (and the manner in which such matters will be addressed) by Closing by giving written notice thereof (“Seller’s Response”) to Purchaser within three (3) business days after receipt by Seller of an Objection Notice; it being understood and agreed that causing . Seller’s failure to give timely Seller’s Response shall be deemed to constitute Seller’s election not to address any of the Title Company matters set forth in the Objection Notice. If Seller elects to insure over address any such title exception matter it shall do so in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptionsPurchaser. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions Seller elects (or are is deemed to have elected elected) not to remove or cure such exceptions), and if address any such exception can matter, or having elected to do so fails to address any such matter in a manner reasonably be expected acceptable to have, individually or in the aggregate, a Material Adverse EffectPurchaser, then Purchaser shall notify Sellers within fifteen have the options set forth in subparagraph (15ii) Business Days after receipt below of such notice this paragraph 3.3. Seller shall have and be entitled to a reasonable adjournment of the Closing (or date of deemed election, as applicablenot to exceed sixty (60) days), whether within which to address such objections, and it is mutually agreed and covenanted that any matter shown in any Search Item, not set forth in an Objection Notice is waived as an objection to title and shall be deemed included within the Permitted Encumbrances as if set forth in Section 3.1. Notwithstanding anything to the contrary, Seller shall have no obligation to remove any such matters to which Purchaser elects objects in an Objection Notice if the expense to terminate this Agreement Seller to remove such matters exceeds (a) FIFTY THOUSAND and 00/100 ($50,000.00) DOLLARS in the aggregate with respect to a Property and (b) TWO HUNDRED FIFTY THOUSAND and 00/100 ($250,000.00) DOLLARS in the aggregate with respect to all the Property, except that Seller shall cause the Title Company to agree to omit from any policy of title insurance to be issued to Purchaser at Closing, pursuant to the Commitment, any mortgage liens encumbering a Property, including, without limitation, the mortgage liens held by iStar Financial, Inc. and Alpha Capital LLC (collectively, the “Liens to be Discharged”). Other than the Liens to be Discharged, if Seller (i) is unable or unwilling to proceed remove any such matters aggregating more than FIFTY THOUSAND and 00/100 ($50,000.00) DOLLARS with respect to a Property or TWO HUNDRED FIFTY THOUSAND and 00/100 ($250,000.00) DOLLARS for all the Property or fails to cause the Title Insurance Company to remove same from Purchaser’s title insurance policy or (ii) is unable to convey the Property as herein agreed to be conveyed, Purchaser shall have the option of either (1) waiving Purchaser’s objection to such matters and proceeding with the Closing taking and accepting title subject to such matters without any abatement or reduction to the Purchase Price; or (2) rejecting the title exceptions and waiving any claim on account receiving a return of such exception. Failure the Deposit, whereupon all liability and obligations hereunder shall terminate, except those expressly stated to survive termination hereof, and this Agreement and all rights of Purchaser herein and to provide such notice the Property shall become null and void. Without limiting the generality of the foregoing, Seller shall not be obligated to bring any action or proceeding to remove any matters to which Purchaser objects in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionObjection Notice.

Objections. Purchaser shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (1010 ) business days (business days are Monday through Thursday) after Purchaser’s receipt of such Update the Commitment (it being understood or any update thereto disclosing any new defect or exception) to provide Seller with written notice of Purchaser’s objections to any exceptions raised therein, and agreed that Schedule 4.1 Seller shall be deemed have five (5) business days from the date notified in writing of the particular defects claimed (the “Title Cure Period”), to attempt to either (1) cure the title defect, or (2) obtain title insurance as required above reasonably satisfactory to Purchaser, or (3) if Seller is unable or unwilling to cure an objection, to advise Purchaser of same, in which event Purchaser shall have the rights hereinafter set forth. If Seller remedies the title defect or obtains a delivery revised Commitment reasonably satisfactory to Purchaser in all material respects within the Title Cure Period, Purchaser agrees to complete the sale within five (5) business days of written notification thereof but no sooner than the Closing Date hereinafter specified. If ▇▇▇▇▇▇ is unable or unwilling to remedy the title defect or obtain title insurance within the Title Cure Period and Seller either notifies Purchaser thereof (the “Title Response”) or fails to make an election or notify Purchaser by the end of the Title Objection Notice on Cure Period, Purchaser may elect to: (a) waive such defects and proceed with this transaction, subject to such defects; or (b) terminate this Agreement, in which event the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) Deposit shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected refunded to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure relieved of any and all liability hereunder except for representations, warranties and indemnities stated herein to survive this Agreement. Purchaser shall make any such title exceptionelection no later than the later of (i) three (3) business days after the receipt of the Title Response or (ii) the expiration of the Inspection Period (as defined in Section 7 of this Agreement). Except as set forth If Purchaser fails to give such written notice of termination within the time required herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner it shall be conclusively deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify that Purchaser that Sellers have has elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such waive its title objections and accept them as permitted exceptions (or are deemed to have elected not to remove or cure such exceptionsthe “Permitted Exceptions”), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.

Objections. Purchaser shall have thirty (30) days from the Effective Date to notify Seller of any objections to the Commitment or Updated Survey (the "Objection Period"). Seller shall have Len ( I0) business days from the date notified in writing of the particular defects claimed during the Objection Period (the "Cure Period"), to either: (I) remedy the title, (2) obtain title insurance with regard to the defect in form and substance satisfactory to Purchaser in all respects, or (3) notify Purchaser that Seller is unable or unwilling to remedy the title or obtain the title insurance, and thereafter Purchaser may elect to terminate this Agreement and receive a refund of the Deposit if Seller does not cure all such title objections, or Purchaser may elect to waive such defects and proceed with this transaction subject thereto and, provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, such liens or encumbrances shall in no event be deemed a Permitted Encumbrance and Seller shall be responsible for causing such liens or encumbrances to be paid off in full and released as of the Closing Date. If Purchaser does not notify Seller ofa particular defect within the Objection Period, then Purchaser shall be deemed to have approved the matters identified in the Commitment and the Updated Survey. If Seller is unable or unwilling to remedy the title or obtain title insurance within the Cure Period and Purchaser elects to terminate this Agreement, the Deposit shall be refunded forthwith in full termination of this Agreement. In the event that there are new conditions identified on any updated title commitments or any updates to the Updated Survey which were not previously identified on the Commitment or the Updated Survey, then, in such event, Purchaser shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt notify Seller of such Update (it being understood objections which will be treated as new title defects as set forth in this Section 4.C and agreed Purchaser shall have the right to object lo such matters as set forth above. In the event Purchaser notifies Seller of any title defects as provided above, and provided that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date Seller is willing to cure such defects and thereafter obtains title insurance endorsements to provide affirmative insurance with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any title defects, then in such matters in a timely delivered and valid Title Objection Notice) event, Seller shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to solely responsible for the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure cost of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionendorsements.

Objections. Purchaser Buyer shall have the right to deliver one or more written notices (each, a written notice (a “"Title Objection Notice”") to Sellers objecting to any items contained in an Update which are not Permitted Exceptions Liens (each such item to which Buyer objects being an "Objection"), within ten (10) business days Business Days after Purchaser’s Buyer's receipt of such Update. Failure of Buyer to provide a timely Title Objection Notice with respect to any matter contained in an Update (it being understood and agreed that Schedule 4.1 other than Impermissible Defects) shall be deemed Buyer's approval of such item and such item shall thereafter be deemed to be a delivery Permitted Lien. Sellers shall notify Buyer in writing within ten (10) Business Days after receipt of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser Buyer regarding such exceptions whether Sellers elect to attempt to remove or cure any Objection set forth in such exceptionsTitle Objection Notice (any such matter that Sellers elect to attempt to remove or to cure being a "Seller Cure Matter"), and Sellers’ ' failure to timely deliver such notice in a timely manner with respect to any Objection shall be deemed an election by Sellers not to remove or cure such exceptionsObjection. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser Buyer that Sellers have elected not to remove or cure any such exceptions Objection (or are deemed to have elected not to remove or cure such exceptionsany Objection), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser Buyer shall notify Sellers within fifteen ten (1510) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser Buyer elects to (y) terminate this Agreement (in which case the Deposit, and the interest accrued thereon, shall be returned to Buyer and the Parties shall have no further obligations to, or recourse against, each other (except as provided in any provision of this Agreement which is expressly stated to survive the termination of this Agreement), or (z) proceed to Closing Closing, taking title subject to such title exceptions Objection (in which case such Objection shall become a Permitted Lien and waiving any claim on account the Purchase Price shall not be reduced; provided, however, the failure of such exception. Failure of Purchaser Buyer to timely provide such notice in a timely manner shall be deemed an election by Purchaser Buyer to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionClosing.

Objections. Purchaser shall have the right If Seller fails to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 Response Notice by the Response Deadline, Seller shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove cure or cure such exceptionsotherwise resolve any matter set forth in the Objection Notice. If Purchaser is dissatisfied with the Response Notice (or Seller's failure to deliver a Response Notice), and if any such exception can reasonably be expected Purchaser may, as its exclusive remedy, elect by written notice given to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers Seller within fifteen three (153) Business Days after receipt the Response Deadline either (a) to accept the Title Documents and Survey with resolution, if any, of such notice the Objections as set forth in the Response Notice (or date if no Response Notice is tendered, without any resolution of deemed electionthe Objections) and without any reduction or abatement of the Purchase Price, as applicable), whether Purchaser elects or (b) to terminate this Agreement or Contract, in which event the Initial Deposit shall be returned to proceed to Closing taking title subject to such title exceptions and waiving any claim on account Purchaser (upon the performance of such exception. Failure of Purchaser Purchaser's obligation under Section 3.5.2 to provide such copies to Seller of all Third-Party Reports as a pre-condition to the return of the Deposit to Purchaser). If Purchaser fails to give notice in a timely manner of its election within three (3) Business Days after the Response Deadline, Purchaser shall be deemed to have elected to terminate this Contract as provided in clause (b) above. Seller shall have no obligation to cure title objections except liens of an election by ascertainable amount created by, under or through Seller (but excluding the assessment liens in favor of PPPIC described in Section 4.4.8, which liens Seller shall cause to be released at the Closing. Seller agrees to remove any exceptions or encumbrances to title which are created by, under or through Seller after the Effective Date, and if Seller is unable or unwilling to remove such exceptions or encumbrances, then Purchaser may terminate this Contract, in which event the Deposit shall be returned to proceed Purchaser (upon the performance of Purchaser's obligation under Section 3.5.2 to Closing taking title subject provide copies to such title exceptions and waiving any claim on account Seller of such exceptionall Third-Party Reports as a pre-condition to the return of the Deposit to Purchaser).

Objections. Purchaser shall have until seventy (70) days after the right Effective Date in which to deliver a examine the Updated Survey and title to the Real Property (and all Exception Documents) and to make any written notice objections to the matters affecting title or disclosed by the Updated Survey. In the event that the Updated Survey or Title Commitment (a or any other title information obtained by Purchaser, including Exception Documents) shows any matters that are objectionable to Purchaser (“Title Objections”) and Purchaser notifies Seller in writing of such objections (an “Objection Notice”) within the time period provided for above in this Section 5(a), Seller may, but shall have no obligation to, undertake efforts to Sellers objecting cure such Objections during a period of thirty (30) days after receiving Purchaser’s Objection Notice (“Seller’s Cure Period”), with Seller to any items contained in an Update which are not Permitted Exceptions give written notice to Purchaser within ten (10) business days after receipt of the Objection Notice whether Seller will not attempt to cure one or more of the Objections. Seller shall be absolutely obligated to remove only the following items (“Mandatory Cure Items”) and only in the applicable time period specified: (i) within thirty (30) days after Purchaser’s receipt Objection Notice - any encumbrances of such Update any kind first placed of record against the Real Property by or on account of Seller after the Effective Date, and (it being understood and agreed that ii) on or before Closing - all liens set forth on Schedule 4.1 shall be deemed a delivery of C to the Title Objection Notice on the Execution Date with respect to the items set forth thereinCommitment (other than any liens or lien claims arising from work performed by or under Purchaser). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate Seller to remove or cure prior Mandatory Cure Items within the applicable time period is a default by Seller. Purchaser expressly acknowledges that Seller has disclosed that it accepted title to the Closing any title exceptions which Real Property (from its seller/grantor) subject to certain matters or agreements that are referenced in record Exception Documents but that are not Permitted Exceptions to which Purchaser properly objects themselves recorded, and there may be other unrecorded agreements referenced as such in the Title Objection Notice; it being understood Commitment. If the same do not constitute Seller Unrecorded Agreements, Seller shall have no obligation to obtain or provide such unrecorded documents or exception matters that are not of record in order to trigger the time periods for Purchaser’s Objections hereunder or for any other reason except to the extent that Seller is in possession of such unrecorded agreements (in which event, Seller shall provide them to Purchaser as part of the Seller Deliveries, as hereinafter defined) and agreed that causing generally the obligation of the Title Company to insure over any produce unrecorded documents to which exception is taken is limited to that provided by applicable Texas title insurance regulations and Seller is not responsible for the Title Company’s compliance or non-compliance with such title exception requirements. Purchaser may make Objection to such unrecorded matters but Seller (as in a manner reasonably acceptable to Purchaser the case of all Objections save and except Mandatory Objections) shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts no obligation to cure or remove from title to the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure Real Property any such exceptionsunrecorded matters, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers including, but not to remove or cure such exceptionslimited to, the Seller Unrecorded Agreements. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions​ LAND SALE CONTRACT-341.3 ACRES IN HARRIS COUNTY, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed fortyTX-▇▇▇▇▇ SPOILS TRACTS (EAST & WEST ▇▇▇▇▇ PLACEMENT AREAS LLC & EQUITY RESOURCE PARTNERS-five (45EAST WEST, LLC) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.​