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. 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 Xxxxxxx 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. 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. 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 Strategic shall have until the Due Diligence Deadline to notify Partnership in writing of any Survey Objections; and any such notice shall be accompanied by the Survey and any other materials which evidence or disclose such Survey Objections. If Strategic fails to notify Partnership of any Survey Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Partnership shall constitute a waiver of its right to deliver a written notice object to such matters existing as of the Effective Date. Partnership shall notify Strategic within five (a “Title Objection Notice”5) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s of 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 the Execution Date with respect notice if Partnership has elected to the items set forth therein)Remove any Survey Objection. Failure of Purchaser If Partnership fails to provide a Title Objection Notice respond 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 timeframe, Partnership shall be deemed to be Permitted Exceptionshave declined to Remove such Survey Objection. Sellers shall use If (i) within such efforts and expend such amounts as they may, in their sole judgment, deem appropriate five (5) day period Partnership either fails to remove respond or cure elects not to endeavor to Remove the Survey Objection prior to Closing as provided herein, this Agreement shall Terminate, the Closing any title exceptions Deposit shall be refunded to Strategic and the parties shall have no further rights or obligations hereunder, except for those 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 expressly survive any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth hereintermination, Sellers shall not have the obligationunless, 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 aforesaid five (5) day period for the Partnership’s election, Strategic waives its Survey Objection and elects to proceed with the Transaction pursuant to the remaining terms and conditions of notice from Purchaser regarding this Agreement. If Strategic fails to waive its Survey Objection within such exceptions whether Sellers elect to attempt to remove or cure any such exceptionsfive (5) day period, and Sellers’ failure to deliver such notice in a timely manner it 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 to Terminate this Agreement and receive a refund of the Deposit. With respect to any such Survey Objection so waived (or deemed waived) by Strategic, the Closing shall occur as herein provided without any reduction of or credit against the Contribution Amount in connection therewith. Any change, event, violation, inaccuracy or circumstance of which Strategic has Knowledge as a result of its Due Diligence prior to the Effective Date, or as to matters that would be covered by Survey Objections of which it has knowledge before the Due Diligence Deadline and does not object to remove or cure such exceptionsas provided in this Section 4.3(A), 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 included on the applicable Representation Exception Schedule(s) and waived by Purchaser Strategic and the Closing shall occur as herein provided without any reduction of or credit against the Contribution Amount in connection therewith. Except for Survey Objections, Strategic hereby waives its ability to proceed object to Closing taking title any condition or matter related to the Property and agrees to accept the Property in its “as-is” condition, subject to such title exceptions and waiving any claim on account the terms of such exceptionthis Agreement.

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 defect in the title or survey Objections 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 Objections if Developer deems it necessary to do so. Any such Objections made after the Objections deadline, shall be handled as if the Objections 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 Objections; (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 Objections. 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 Objections 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 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 (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 Exxxxxx 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 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. 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 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.