Common use of Title Objections Clause in Contracts

Title Objections. Prior to the expiration of the Due Diligence Period, Buyer shall give Seller written notice of any Title Objections. Seller shall notify Buyer in writing within five (5) business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within such five (5) business day period shall be deemed an election by Seller on the last day of such period not to Remove such Title Objections. If Seller elects not to Remove one or more Title Objections, then Buyer may either (a) terminate this Agreement by written notice to Seller given within five (5) business days after Seller’s election (but in any event prior to the Closing Date), in which event the Title Company shall refund the Deposit (less the Initial Payment) to Buyer and thereafter Seller and Buyer shall not have any further liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement, or (b) waive such Title Objections and proceed to Closing. Failure of Buyer to terminate this Agreement within LEGAL02/34919558v5 such five (5) business day period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated to satisfy (or in the case of mechanics’ liens, fully bond in accordance with Georgia law and cause Title Company to insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments (collectively, “Required Removal Items”), and Buyer shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2. From and after the Execution Date, Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting title to the Property other than Leases entered into by Seller in the ordinary course of business, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt of the aforementioned notice, Buyer shall be deemed to have approved the proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrument.

Title Objections. Prior If the Commitment or the Survey shows exceptions or defects that Buyer does not consent to, Buyer will provide Seller with written notice of the objections to title raised by such matters by the expiration of the Due Diligence Contingency Period. Notwithstanding the foregoing, Buyer shall give Seller written notice may raise objections to title only with respect to new matters shown on the updated Survey by the expiration of the Updated Survey Review Period. Buyer’s failure to make such objections within said periods will constitute a waiver by Buyer of any Title Objections. Seller shall notify objections to the marketability of title; provided that Buyer in writing will be permitted to raise as title objections (within five (5) business days after receipt of Buyer’s notification thereof), matters affecting title which are first notified to Buyer by an amendment, update or continuation of the Commitment. If Buyer does timely provide written notice to Seller of Title Objections objections to title as disclosed by the Commitment (butor update as aforesaid), in any event, prior then Seller will have fifteen (15) days after Buyer makes written objection to the Closing Date) whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within use commercially reasonable efforts to (but no obligation to) cure such five (5) business day period shall defects. Seller will be deemed to have duly cured any such defects in title if Seller causes the title company to agree to provide Buyer, at Closing (at no cost to Buyer), with specific title insurance insuring Buyer over any loss occasioned by such defects, pursuant to an election by Seller on the last day of such period not endorsement reasonably satisfactory to Remove such Title ObjectionsBuyer. If Seller elects not to Remove one cure, or more Title Objectionshas not been able to cure, such title defects within fifteen (15) days from the date of written objection thereto, as above provided, and Buyer does not waive the curing of such defects, then Buyer may either (a) terminate this Agreement by will be voidable, at Buyer’s option, upon written notice to Seller given within five (5) business days after Seller’s election of the expiration of the said fifteen (but in any event prior to the Closing Date)15) day period, in which event the Title Company shall refund the Deposit (less the Initial Payment) entire Xxxxxxx Money and interest earned thereon will be immediately refunded to Buyer and thereafter Seller and Buyer shall not have any further liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement, or (b) waive such Title Objections and proceed to Closing. Failure of Buyer to terminate this Agreement within LEGAL02/34919558v5 such five (5) business day period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase PriceBuyer. Notwithstanding the foregoing, Seller shall be obligated agrees to satisfy (any mortgages created or in the case of mechanics’ liensassumed by Seller, fully bond in accordance with Georgia law and cause Title Company to insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments (collectively, “Required Removal Items”), and Buyer shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which liens voluntarily created by Seller is obligated to satisfy (but not the Tenant under this Section 4.2. Seller shall be entitled to a reasonable adjournment the Lease) that are curable solely by the payment of the Closing (money not to exceed thirty one percent (301%) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing Purchase Price either prior to Remove Closing or other matters which Seller is obligated to satisfy under this Section 4.2. From and after simultaneously with Closing by using proceeds from the Execution Date, Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting title to the Property other than Leases entered into by Seller in the ordinary course of business, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt of the aforementioned notice, Buyer shall be deemed to have approved the proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrumentsale.

Title Objections. Prior The “Title Objection Deadline” shall be 5:00 p.m. (local time at the Real Property) on the date which is ten (10) Business Days prior to the expiration of the Due Diligence Period. Purchaser shall have the right until the Title Objection Deadline to notify Seller in writing (“Title Objection Notice”) of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey and any and all Supplements (collectively, Buyer a “Title Objection”). Any item contained in the Title Commitment or any matter shown on the Survey or in any of the Supplements to which Purchaser does not object prior to the Title Objection Deadline shall give be deemed a Permitted Exception. In the event Purchaser delivers a Title Objection Notice to Seller written notice of prior to the Title Objection Deadline, Seller shall have the right, but not the obligation, to discharge the Title Objections set forth in such Title Objection Notice; provided, however, that Seller shall discharge any Seller’s Discharge Obligations included in any Title Objections. Seller Objection Notice, which shall notify Buyer in writing within be deemed to be excluded from the term “Permitted Exceptions.” Within five (5) business days Business Days after receipt of BuyerPurchaser’s notice of Title Objections (butObjection Notice, Seller shall notify Purchaser in any event, prior to the Closing Date) writing whether Seller elects to Remove attempt to discharge any or all of the sameTitle Objections set forth in such Title Objection Notice. Failure If Seller fails to give Purchaser such notice of election, then Seller to notify Buyer in writing within such five (5) business day period shall be deemed an election by Seller on the last day of such period to have elected not to Remove such attempt to discharge the Title ObjectionsObjections in question. If Seller elects not to Remove one or more Title Objectionsattempt to discharge, then Buyer may either (a) terminate this Agreement by written notice to Seller given within five (5) business days after Seller’s election (but in any event prior to the Closing Date), in which event the Title Company shall refund the Deposit (less the Initial Payment) to Buyer and thereafter Seller and Buyer provided that Purchaser shall not have any further liability hereunder except for obligations which by the express terms of terminated this Agreement survive the termination of this Agreement, or (b) waive such Title Objections and proceed to Closing. Failure of Buyer to terminate this Agreement within LEGAL02/34919558v5 such five (5) business day period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoingin accordance with Section 6 hereof, Seller shall be obligated have until the scheduled Closing Date to satisfy (or in attempt to discharge the case of mechanics’ liens, fully bond in accordance with Georgia law same and cause Title Company to insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments (collectively, “Required Removal Items”), and Buyer shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2. purpose Seller shall be entitled to a reasonable adjournment of the Closing and postponement of the scheduled Closing Date set forth in Section 4 if additional time is required, but in no event shall the adjournment and postponement exceed ninety (90) days after such scheduled Closing Date. If Seller elects not to exceed thirty discharge any objections specified in Purchaser’s Title Objection Notice, of if Seller is unable to effect a discharge prior to the Closing (30or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) days) for the purpose to accept a conveyance of the Removal Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to discharge, and without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending a written notice thereof to Seller. If Purchaser timely elects to terminate this Agreement pursuant to and in accordance with the preceding clause (ii), then this Agreement shall terminate, whereupon (x) the Deposit shall be returned to Purchaser, and (y) thereafter, Purchaser and Seller shall have no further liability or obligations under this Agreement, except with respect to the provisions hereof which by their terms expressly survive the termination of this Agreement. If Seller notifies (or is deemed to have notified) Purchaser that Seller does not intend to attempt to discharge any Title Objection, or, if having commenced an attempt to effect a discharge of any Title Objections which Objection, Seller has elected in writing to Remove or other matters which later notifies Purchaser that Seller is obligated unable or unwilling to satisfy under this Section 4.2. From and after the Execution Dateeffect a discharge thereof, Seller shall not execute any easementPurchaser shall, restriction, covenant, agreement or other matter affecting title to the Property other than Leases entered into by Seller in the ordinary course of business, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt of such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the aforementioned noticeconveyance under clause (i) or to terminate this Agreement under clause (ii). In the event Purchaser does not so timely notify Seller within such five (5) day period, Buyer then Purchaser shall be deemed to have approved elected to accept the proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrumentconveyance under clause (i) above.

Title Objections. Prior Purchaser will have until 5:00 p.m. Eastern Time on December 10, 2015 (the “Title Objection Deadline”), to examine title to the expiration Properties (including the Title Commitments and the Surveys) and object to, in Purchaser’s sole but reasonable discretion, any exceptions to title disclosed on the Title Commitment (or otherwise disclosed) and any matters disclosed on the Surveys by delivery of one or more notices of objections (each a “Title Objection”, and collectively the “Title Objections”) to Sellers (collectively the “Objection Letter”). If Purchaser fails to provide an Objection Letter prior to the Title Objection Deadline, then Purchaser will be deemed to have accepted title in the condition set forth in the Title Commitments. Any title exceptions affecting the Property as of the Due Diligence Period, Buyer shall give Seller written notice effective date of any the applicable Title ObjectionsCommitment that are not objected to by the Title Objection Deadline will be deemed to be acceptable to Purchaser and included in the definition of Permitted Exceptions. Seller shall notify Buyer in writing within Within five (5) business days after receipt by Sellers of Buyer’s notice the Objection Letter (the “Sellers’ Response Period”), Sellers shall advise Purchaser whether Sellers will cause to be removed or insured over at Closing all or any of the Title Objections set forth in the Objection Letter (butthe “Sellers’ Response Notice”), in any eventprovided, prior however, that Sellers may, but are under no obligation to, remove or cause to be insured over, the Closing Date) whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within such five (5) business day period shall be deemed an election by Seller on the last day of such period not to Remove such Title Objections. If Seller elects not to Remove one or more objectionable Title Objections, except Sellers shall cause to be removed or insured over at Closing any monetary judgements, monetary liens, mortgages or deeds of trust recorded against any of the Properties (“Monetary Lien Removal Obligation”) other than Tenant Lien(s) (defined below) as hereinafter provided. If Sellers do not remove or insure over any Title Objection on or before the expiration of the Seller’s Response Period, then Buyer may either within three (a) terminate this Agreement by written notice to Seller given within five (53) business days after the expiration of the Seller’s election Response Period (but in any event prior “Purchaser’s Election Period”), Purchaser may deliver written notice to the Closing Date)Sellers (“Election Notice”) electing to either (i) terminate this Agreement, in which event the Title Company Deposit will be promptly returned to Purchaser, and the parties shall refund the Deposit (less the Initial Payment) to Buyer and thereafter Seller and Buyer shall not have any be released from all further liability hereunder except for obligations which by the express terms of under this Agreement (except those that expressly survive the termination of this Agreement), or (bii) waive such any Title Objections that Seller has elected not to remove or insure over and proceed to Closing. Failure of Buyer to terminate this Agreement within LEGAL02/34919558v5 , in which event such five (5) business day period shall waived Title Objections will be deemed an election by Buyer to waive such Title Objections and proceed be Permitted Exceptions for all purposes under this Agreement. Purchaser’s failure to Closing. Any such Title Objection so waived (or deemed waived) by Buyer deliver the Purchaser’s Election Notice within the Purchaser’s Election Period shall conclusively be deemed to constitute a Permitted Exception, and waiver of the Closing shall occur as herein provided without any reduction of Title Objections that Seller has elected not to remove or credit against the Purchase Priceinsure over under clause (ii) above. Notwithstanding the foregoing, Seller shall be obligated If Purchaser fails to satisfy (or in the case of mechanics’ liens, fully bond terminate this Agreement in accordance with Georgia law the foregoing provisions, the Title Objections and cause all other matters otherwise affecting title to the Properties, except those matters Sellers have removed and/or the Title Company has insured over will constitute the “Permitted Exceptions”. Notwithstanding anything to insure the contrary contained in this section or elsewhere in this Agreement: (I) Sellers shall, on or before the Closing Date, remove or cause to be insured over at Seller’s costany mechanics, materialmen or other lien recorded against any of the Properties that are each in excess of Fifty Thousand Dollars ($50,000.00) at Closing all (a) mortgages and security interests encumbering are the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request responsibility of any Seller Partiestenant, and occupant or licensee to remove (c) liens for delinquent real estate taxes and assessments (collectively, each a “Required Removal ItemsTenant Lien”); (II) other than as set forth in clause (I) above, and Buyer Sellers shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove remove or cause to be Removed insured over any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2. From and after the Execution Date, Seller shall not execute any easement, restriction, covenant, agreement Objection or other matter affecting title to that is a mechanics, materialmen or other lien created by, through on account of, or that are the Property other than Leases entered into by Seller in the ordinary course responsibility of, any tenant, occupant or licensee of business, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt of the aforementioned notice, Buyer shall be deemed to have approved the proposed instrument. Buyer’s consent Properties; and (III) Sellers shall not be unreasonably withheldobligated to remove or cause to be insured over any mortgage or other lien on any easement that benefits the Property and burdens a parcel of real property that is not part of any Property. Furthermore, conditioned the existence of mortgages, liens, or delayed other encumbrances not permitted hereby may be removed by Sellers’ deliver to Title Company at the Closing of such properly executed instruments in recordable form necessary to satisfy or remove any monetary liens, mortgages and/or deeds of trust recorded against any of the Properties, together with respect recording and/or filing fees. The Sellers’ costs to remove or cause to be insured over any such instrumentMonetary Lien Removal Obligation and any Tenant Lien, and to cure or cause to be insured over any Title Objection, may be paid out of the proceeds from the Closing. Notwithstanding anything in this Agreement to the contrary, if Sellers fail to remove or cause to be insured over any Monetary Lien Removal Obligations or any Tenant Lien at or before Closing, or fail to timely cure a Title Objection that any Seller agreed to remove or cause to be insured over pursuant to this Section 8.3, then any of these events shall constitute a default by Sellers under this Agreement, and the default provisions of Section 12.2 shall apply.

Title Objections. Prior to the expiration of the Due Diligence Period, Buyer Purchaser shall give Seller written notice specifically detailing any title objections (the “Notice of any Title Objections. Seller shall notify Buyer in writing within five ”) upon the earlier of ten (510) business days prior to the Closing or ten (10) days after receipt of Buyer’s notice the Commitment. If the Notice of Title Objections (butis not received by Seller within the time provided, in any event, prior to the Closing Date) whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within such five (5) business day period Purchaser shall be deemed an election by to have waived the right to raise title objections. Seller on shall have ninety (90) days from the last day date Seller receives the Notice of such period Objections to correct the title objections raised or to otherwise respond to Purchaser in the event Seller determines that (a) no title objection exists or (b) Seller cannot, or elects not to Remove such Title Objectionsto, correct the title objections, in Seller’s sole and absolute discretion. If Seller cannot, or elects not to Remove to, cure the title objections raised in the Notice of Objections within the subject ninety (90) day period, Purchaser shall elect one or more Title Objections, then Buyer may either (a) terminate this Agreement of the following two options by written notice to Seller given within five ten (510) days after delivery to Purchaser of written notice from Seller of Seller’s intention not to cure the title objection: A. Purchaser can accept title to the Unit in the condition offered by Seller without reduction of the Purchase Price, thereby waiving all objections and any claims against Seller with respect to the objectionable title objection(s); or B. Purchaser can cancel this Contract and receive a full refund of the deposit(s) actually paid by Purchaser. If Purchaser cancels this Contract and receives a refund of the deposit(s) actually paid by Purchaser, Purchaser shall not thereafter have any rights to make any additional claims against Seller and this Contract shall no longer have any force or effect. In the event Purchaser does not notify Seller in writing within ten (10) business days after from the receipt of Seller’s election notice (but in any event prior time being strictly of the essence) as to the Closing Date)which option Purchaser elects, in which event the Title Company shall refund the Deposit (less the Initial Payment) to Buyer and thereafter Seller and Buyer shall not have any further liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement, or (b) waive such Title Objections and proceed to Closing. Failure of Buyer to terminate this Agreement within LEGAL02/34919558v5 such five (5) business day period Purchaser shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated to satisfy (or in the case of mechanics’ liens, fully bond in accordance with Georgia law and cause Title Company to insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments (collectively, “Required Removal Items”), and Buyer shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2. From and after the Execution Date, Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting title to the Property other than Leases entered into by Seller in the ordinary course of business, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt of the aforementioned notice, Buyer shall be deemed conclusively presumed to have approved elected the proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrumentoption provided in this Section.

Title Objections. Prior Buyer shall undertake such examination of title to the expiration Property that it deems necessary or appropriate during the next thirty (30) days. Buyer shall submit to Seller, no later than the thirtieth (30th) day following the date of this Agreement, such objections that Buyer shall have to the state of title to the Property that exist as of the Due Diligence Period, Buyer shall give Seller written notice date of any the Title Commitment (the “Title Objections”). Within five (5) days of Seller’s receipt of Buyer’s Title Objections, Seller shall notify Buyer in writing within five (5the “Seller’s Response to Title Objections”) business days after receipt of Buyer’s notice of the matters described in the Title Objections which Seller is willing to use commercially reasonable efforts to cure, provided however, Seller shall have no obligation to cure any Title Objection unless (buta) such matter is a monetary lien encumbering the Property, or (b) such matter is an easement, restriction, reservation, encumbrance or other matter which materially interferes with the proposed use of the premises for the development of a solar field, residential, commercial, recreational and industrial use as set forth in any event, prior the MEPA permitting materials (EEA Number 14592 (a “Seller Title Cure Obligation”). If Seller fails to the Closing Date) whether Seller elects deliver Seller’s Response to Remove the same. Failure of Seller to notify Buyer in writing Title Objections within such five (5) business day period shall be deemed an election by days from receipt of Buyer’s Title Objections or Seller on the last day of such period not does not, in Seller’s Response to Remove such Title Objections. If Seller elects not to Remove one or more Title Objections, then agree to use commercially reasonable efforts to cure such matters described in the Title Objections which are Seller’s Title Cure Obligations, Buyer may either (a) shall have the right to terminate this Agreement by delivering Seller written notice to Seller given thereof within five three (53) business days after of receipt of Seller’s election (but in any event prior Response to the Closing Date), Title Objections in which event the Title Company this Agreement shall refund the Deposit terminate, be deemed null and void and all deposits (less the Initial Paymentnotwithstanding their designation as “nonrefundable”) shall be returned to Buyer and thereafter Seller and Buyer shall not have any without further liability hereunder recourse to either party (except for with respect to such obligations which by the express terms of this Agreement are intended to survive the termination of this Agreement, or (b) waive such Title Objections and proceed to Closing. Failure of Buyer to terminate this Agreement within LEGAL02/34919558v5 such five (5) business day period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated to satisfy (or in the case of mechanics’ liens, fully bond in accordance with Georgia law and cause Title Company to insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments (collectively, “Required Removal Items”), and Buyer shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2. From and after the Execution Date, Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting title to the Property other than Leases entered into by Seller in the ordinary course of business, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any deliver such proposed instrument notice of termination within five three (53) business days after of receipt of the aforementioned noticeSeller’s Response to Title Objections, Buyer shall be deemed to have approved accepted any and all matters of title to the proposed instrument. Property, unless a Title issue appears on record after the date of Buyer’s consent Title Commitment described above and such Title issue is a Seller Title Cure Obligations. Further, Buyer shall be deemed to have accepted any and all matters of title to the Property that is not included as a Title Objection or is not a Seller Title Cure Obligation, unless a Title issue appears on record after the date of Buyer’s Title Commitment described above and such Title issue is a Seller Title Cure Obligations. Notwithstanding any term or condition of this Agreement to the contrary, if Seller has agreed to use commercially reasonable efforts to cure a Seller Title Cure Obligation and such matter has not been cured by the Closing, Buyer shall not be unreasonably withheld, conditioned or delayed with respect have any obligation to any consummate the transaction contemplated by this Agreement until such instrumentmatter has been cured.

Title Objections. Prior If the Commitment or Existing Survey shows exceptions or defects to which Buyer does not consent, Buyer will provide Seller with written notice of the objections to title raised by such matters (the “Title Objection Notice”) prior to the expiration of the Due Diligence Contingency Period, . Buyer’s failure to make such objections within such period will constitute a waiver by Buyer shall give Seller written notice of any objections to the marketability of title; provided that Buyer will be permitted to send an additional Title Objections. Seller shall notify Objection Notice objecting to matters affecting title of which Buyer in writing first becomes aware by an amendment, update or continuation of the Commitment after the Contingency Period (within five (5) business days after Buyer’s receipt of Buyer’s notice of Title Objections notification thereof) or the Updated Survey (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within such five (5) business day period shall be deemed an election by Seller on the last day of such period not to Remove such Title Objections. If Seller elects not to Remove one or more Title Objections, then Buyer may either (a) terminate this Agreement by written notice to Seller given within five (5) days after Buyer’s receipt thereof, but in no event after the Contingency Period). If Buyer does timely provide a Title Objection Notice to Seller, Seller may send a notification to Buyer (the “Title Objection Response”) within three (3) business days after Seller’s election Buyer provides such Title Objection Notice to Seller (but in or within two (2) business days if Buyer provided a Title Objection Notice of any event new title objection within five (5) days prior to the Closing Date), of which title objections, if any, Seller shall endeavor to cure (though Seller shall have no obligation to cure). Seller’s failure to deliver a Title Objection Response shall be deemed Seller’s election not to endeavor to cure the matters identified in which event Buyer’s Title Objection Notice. Buyer, within two (2) business days after the earliest to occur of (a) receipt of Seller’s Title Company shall refund Objection Response or deemed response that it will not endeavor to cure the Deposit (less the Initial Payment) to Buyer and thereafter Seller and Buyer shall not have any further liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreementtitle objection, or (b) waive Seller notifying Buyer that it is unable to cure a title objection it previously notified Buyer it would endeavor to cure, or (c) sixty (60) days from Buyer’s receipt of Seller’s Title Objection Response that it would endeavor to cure a title objection and such Title Objections title objection remains uncured, shall notify Seller that it will either close notwithstanding the defect without any reduction in the Purchase Price or that it terminates this Agreement. If Buyer terminates this Agreement, the Xxxxxxx Money shall be returned to Buyer and proceed the parties will be mutually released from all liabilities and obligations hereunder, except that Buyer either will (i) promptly return to ClosingSeller all copies, or (ii) deliver a written certification to Seller of the destruction, of the Property Information provided to Buyer (but excluding copies thereof maintained in electronic format in Buyer’s data archives), upon Seller’s request and payment by Seller to Buyer of Buyer’s actual cost thereof, Buyer shall deliver to Seller any third party reports in respect of the Property obtained by Buyer, and Buyer will continue to be liable for the Surviving Obligations. Failure of Buyer Buyer’s failure to terminate this Agreement within LEGAL02/34919558v5 deliver such five (5) business day period notice shall be deemed an Buyer’s election by Buyer to waive close notwithstanding such Title Objections and proceed to Closingtitle defect. Any such Title Objection so waived (or deemed waived) by Buyer shall Seller will be deemed to constitute a Permitted Exceptionhave duly cured any such defects in title if Seller causes the Title Company to agree to provide Buyer, and the at Closing shall occur as herein provided without (at no cost to Buyer), with specific title insurance insuring Buyer over any reduction of or credit against the Purchase Priceloss occasioned by such defects, pursuant to an endorsement satisfactory to Buyer in its sole but reasonable discretion. Notwithstanding the foregoing, Seller shall be obligated agrees to satisfy (i) any mortgages created, suffered or in the case of mechanics’ lienspermitted by Seller, fully bond in accordance with Georgia law and cause Title Company to insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, or (b) mechanics’ other liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments (collectively, “Required Removal Items”), and Buyer shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2. From and after the Execution Date, Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting against title to the Property other than Leases entered into (but not those required to be removed by Seller in Tenant pursuant to the ordinary course Lease) which are curable solely by the payment of business, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails liquidated amount of money not to object in writing to any such proposed instrument within five exceed two percent (52%) business days after receipt of the aforementioned notice, Buyer shall be deemed Purchase Price either prior to have approved Closing or simultaneously with Closing by using proceeds from the proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrumentsale.

Title Objections. Prior If the Commitment or the Existing Survey or Survey shows exceptions or defects that Buyer does not consent to, Buyer will provide Seller with written notice of the objections to title raised by such matters by the expiration of the Due Diligence Contingency Period, . Buyer’s failure to make such objections within said period will constitute a waiver by Buyer shall give Seller written notice of any Title Objections. Seller shall notify objections to the marketability of title; provided that Buyer in writing will be permitted to raise as title objections (within five (5) business days after of Buyer’s notification thereof) matters affecting title which Buyer first becomes aware of by an amendment, update or continuation of the Commitment or Survey. If Buyer does timely provide written notice to Seller of objections to title as disclosed by the Commitment or Existing Survey (or update as aforesaid), then Seller shall provide written notice to Buyer within three (3) business days of Seller’s receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) objections stating whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within will cure such five (5) business day period shall be deemed an election by Seller on the last day of such period not to Remove such Title Objectionstitle defects. If Seller elects to cure such title defects, then Seller will have fifteen (15) days after Buyer makes written objection to Seller to use commercially reasonable efforts to (but no obligation to) cure such defects. Seller will be deemed to have duly cured any such defects in title if Seller causes the Title Company to agree to provide Buyer, at Closing (at no cost to Buyer), with specific title insurance insuring Buyer over any loss occasioned by such defects, pursuant to an endorsement reasonably satisfactory to Buyer. If Seller has not been able to cure such title defects within fifteen (15) days from the date of written objection thereto or elects not to Remove one or more Title Objectionscure such title defects, as above provided, and Buyer does not waive the curing of such defects, then Buyer may either (a) terminate this Agreement by will be voidable, at Buyer’s option, upon written notice to Seller given within five (5) business days after Seller’s election (but in any event prior to the Closing Date), in which event the Title Company shall refund the Deposit (less the Initial Payment) entire Xxxxxxx Money and interest earned thereon will be immediately refunded to Buyer and thereafter Seller and Buyer shall not have any further liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement, or (b) waive such Title Objections and proceed to Closing. Failure of Buyer to terminate this Agreement within LEGAL02/34919558v5 such five (5) business day period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase PriceBuyer. Notwithstanding the foregoing, Seller shall be obligated agrees to satisfy any mortgages (or in other than the case of mechanics’ liens, fully bond in accordance with Georgia law and cause Title Company to insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments (collectively, “Required Removal Items”Loan), and Buyer shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2. From and after the Execution Date, Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting liens against title to the Property other than Leases entered into of parties claiming by, through or under the Seller (but not the Tenant under the Lease) which are curable solely by Seller in the ordinary course payment of businessmoney either prior to Closing or simultaneously with Closing by using proceeds from the sale, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt Raytheon Deed of the aforementioned notice, Buyer Trust shall be deemed to have approved the proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrumenta permitted exception.

Title Objections. Prior In the event the Title Commitment or Survey indicate any title exceptions or other matters concerning the Property which are unacceptable to Purchaser then Purchaser shall notify Seller in writing of such fact no later than the expiration of the Due Diligence Period, Buyer shall Review Period (as hereinafter defined). Purchaser’s failure to give Seller written notice of objections within such period shall be deemed to be Purchaser’s approval of the title matters indicated in the Title Commitment and Survey. Purchaser shall have no obligation to make objections to any Title Objections. voluntary liens securing a financing or financings provided to Seller, all of which Seller shall notify Buyer in writing cause to be released at Closing. In the event Purchaser makes objections as hereinabove set forth, Seller shall respond to such objections within five (5) business 10 days after receipt and indicate which, if any, of BuyerPurchaser’s notice of Title Objections (but, in any event, prior objections Seller intends to the Closing Date) whether Seller elects to Remove the samecure. Failure of Seller to notify Buyer in writing within such five (5) business day period timely respond shall be deemed an election by Seller on the last day of such period not to Remove such Title Objectionscure any of Purchaser’s objections. If Seller elects may undertake to eliminate or modify any unacceptable title exceptions or conditions concerning the Property to the reasonable satisfaction of the Purchaser, but Seller shall not be required to expend any funds in seeking to cure Purchaser’s objections. In the event Seller fails to eliminate or modify the unacceptable title matters or conditions concerning the Property prior to the expiration of the Review Period, or gives Purchaser written notice of its election not to Remove one or more Title Objectionscure Purchaser’s objections, then Buyer at Purchaser’s option, this Contract may either (a) terminate this Agreement be terminated by Purchaser by written notice to Seller given within five (5) business days after Seller’s election (but in any event prior to no later than the Closing Date)expiration of the Review Period, in which event the Title Company shall refund the Deposit (Xxxxxxx Money, less the Initial Payment) Independent Consideration (as defined below), shall be returned to Buyer Purchaser and thereafter Seller and Buyer the parties shall not have be relieved of any further liability obligations hereunder except for obligations which by the express terms of this Agreement those that survive the termination of this Agreementtermination, or (b) Purchaser may waive such Title Objections its objections and proceed to Closing. Failure of Buyer waive its right to terminate the Contract under this Agreement within LEGAL02/34919558v5 such five (5) business day period shall be deemed an election by Buyer Article IV. Purchaser’s failure to waive such Title Objections and proceed timely terminate this Contract prior to Closing. Any such Title Objection so waived (or deemed waived) by Buyer the expiration of the Review Period shall be deemed to constitute a Permitted Exceptionbe an election to waive its objections, if any, and waive its right to terminate the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated to satisfy (or in the case of mechanics’ liens, fully bond in accordance with Georgia law and cause Title Company to insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments (collectively, “Required Removal Items”), and Buyer shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy Contract under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2. From and after the Execution Date, Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting title to the Property other than Leases entered into by Seller in the ordinary course of business, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt of the aforementioned notice, Buyer shall be deemed to have approved the proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrumentArticle IV.

Title Objections. Prior to the expiration of the Due Diligence Period, Buyer shall give Seller written notice of any Title Objections. Seller shall notify Buyer in writing within five (5) business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within such five (5) business day period shall be deemed an election by Seller on the last day of such period not to Remove such Title Objections. If Seller elects not to Remove one or more Title Objections, then Buyer may either (a) terminate this Agreement by written notice to Seller given within five (5) business days after Seller’s election (but and Escrow Agent approving or disapproving the exceptions set forth in any event prior to the Closing Date), in which event the Title Company shall refund Report (other than Approved Exceptions (defined in Section 7.3)) within fifteen (15) days following the Deposit later of (less a) Buyer's receipt of the Initial Payment) to Buyer Title Report, all supporting documents and thereafter Seller and Buyer shall not have any further liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this AgreementProperty Documents, or (b) waive such Title Objections the Agreement Date. Seller will have fifteen (15) days ("Seller's Response Period") after receipt of Buyer's notice to notify Buyer and proceed Escrow Agent of Seller's intent to Closing. Failure of Buyer to terminate this Agreement within LEGAL02/34919558v5 such five (5) business day period shall be deemed an election cause any exceptions disapproved by Buyer to waive such Title Objections be removed by the Close of Escrow. If Seller fails to notify Buyer and proceed Escrow Agent within Seller's Response Period that Seller does not intend to Closing. Any such Title Objection so waived (or deemed waived) by Buyer cause the disapproved exceptions to be removed, then Seller shall be deemed to constitute a Permitted Exceptionhave notified Buyer and Escrow Agent that Seller does not intend to cause the disapproved exceptions to be removed. If Seller notifies Buyer and Escrow Agent or is deemed to have notified Buyer and Escrow Agent that Seller does not intend to cause the disapproved exceptions to be so removed, then Buyer will, by written notice received by Seller and Escrow Agent no later than ten (10) days after the Closing shall occur as herein provided without any reduction expiration of Sellers' Response Period, either withdraw Buyer's objections to the exceptions that Seller will not remove or credit against elect not to proceed with its purchase of the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated to satisfy (or in the case of mechanics’ liens, fully bond in accordance with Georgia law and cause Title Company to insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments (collectively, “Required Removal Items”), and Buyer shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2. From and after the Execution Date, Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting title to the Property other than Leases entered into by Seller in the ordinary course of business, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object notify Seller and Escrow Agent as provided in writing to any such proposed instrument within five (5) business days after receipt of the aforementioned noticepreceding sentence, then Buyer shall be deemed to have approved notified Seller and Escrow Agent that it is withdrawing Buyer's objections to the proposed instrumentexceptions that Seller will not remove. If Buyer elects not to proceed with its purchase of the Purchase Property: (a) Buyer shall immediately pay Escrow Agent its fees and costs; (b) Escrow Agent shall immediately refund the Deposit to Buyer’s consent ; (c) Escrow Agent shall not be unreasonably withheldimmediately pay Buyer interest which accrued on the Deposit while held by Escrow Agent; (d) The General Release shall become effective immediately; (e) Buyer shall have no obligation under this Agreement to purchase the Purchase Property from Seller, conditioned or delayed with respect to any such instrumentprocess and obtain the approval of the parcel maps pursuant to Section 6 and the Tentative Map; and (f) Seller shall have no obligation under this Agreement to sell the Purchase Property to Buyer.

Title Objections. Prior Buyer shall have until the end of twenty (20) days after the date of receipt of the Title Commitment or Survey, whichever is later (“Title Objection Deadline”), to examine the Survey, the Title Commitment, and legible copies of the title instruments referenced in them and notify Seller of Buyer’s objections to any of them in writing (“Title Objections”). Buyer will be deemed to have approved all matters reflected by the Survey, Title Commitment and title instruments referenced in them to which Buyer has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have approved shall be deemed to be permitted exceptions to the expiration status of Seller’s title together with (a) taxes and assessments for the year in which Closing occurs and subsequent years; (b) liens and encumbrances arising after the date hereof to which Buyer consents in writing; (c) building, zoning and subdivision laws and ordinances, and local, state and federal laws, rules and regulations; and (d) any title exceptions arising out of the Due Diligence Periodacts of Buyer, and all of such encumbrances, exceptions or other matters, together with such other matters included pursuant to other provisions of this Contract, shall be referred to as the “Permitted Exceptions.” If Buyer shall give properly and timely notifies Seller written notice of any Title Objections. Objections by the Title Objection Deadline, Seller shall notify Buyer in writing within five has ten (510) business days after from receipt of Buyer’s written notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same. Failure of Seller to notify Buyer whether Seller agrees, at Seller’s option and sole discretion but without any obligation to do so, 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, at its option within ten (10) days after the deadline for the giving of Seller’s Cure Notice, notify Seller in writing within and either (i) accept such five (5) business day period title as Seller can deliver and Buyer will proceed to Closing, and all exceptions to title set forth in the Title Commitment and Survey which are not removed shall be deemed an election by to be Permitted Exceptions subject to Seller’s obligations to resolve the items listed in Schedule C of the Title Commitment and cure only the Title Objections that Seller on has agreed to cure in the last Cure Notice, if any, or (ii) terminate this Contract and the Title Company shall deliver $100.00 of the Xxxxxxx Money to Seller (as independent consideration for the inspection and review rights granted to Buyer) and shall refund the balance of the Xxxxxxx Money to Buyer, and both parties shall be released from all further obligations under this Contract except those that expressly survive termination. In the event Buyer fails to notify Seller, within such ten (10) day period, that Buyer has elected to proceed under either subpart (i) or (ii) of such period not the immediately preceding sentence, Buyer shall be deemed to Remove such Title Objectionshave elected to proceed under subpart (ii), and this Contract shall terminate. If Seller notifies Buyer that it elects not to Remove one or more cure any such Title ObjectionsObjections in the Cure Notice but is unable to cure same by Closing, then Buyer may may, at its option, either (ax) accept such title as Seller can deliver in which case the parties shall proceed with Closing and all exceptions to title set forth in the Title Commitment and Survey which are not removed shall be deemed to be Permitted Exceptions, or (y) terminate this Agreement Contract by written notice in writing to Seller given within five (5) business days after Seller’s election (but in any event prior to the Closing Date)at Closing, in which event the Title Company shall refund return the Deposit (less the Initial Payment) Xxxxxxx Money to Buyer and thereafter Seller and Buyer neither party shall not have any further liability rights, duties or obligations hereunder except for obligations which by the express terms provisions of this Agreement Contract which expressly survive the termination of this Agreement, or (b) waive such Title Objections and proceed to Closing. Failure of Buyer to terminate this Agreement within LEGAL02/34919558v5 such five (5) business day period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated to satisfy (or in the case of mechanics’ liens, fully bond in accordance with Georgia law and cause Title Company to insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments (collectively, “Required Removal Items”), and Buyer shall not be obligated to identify any Required Removal Item as a Title Objection. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2. From and after the Execution Date, Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting title to the Property other than Leases entered into by Seller in the ordinary course of business, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt of the aforementioned notice, Buyer shall be deemed to have approved the proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrumentContract.