Common use of Objection Notice Clause in Contracts

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

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

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

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

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

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

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

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

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

Objection Notice. If REIT OTR is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning any or all of the Property Property, the Appurtenances and the Appurtenant Improvements or the Companiesproposed transaction, REIT OTR may, either (i) on or prior to the expiration of the Due Diligence Period, terminate this Agreement by notice to the Contributors, in which event no party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) on or prior to March 18, 2014, raise certain objections by providing notice to Contributors in writing (the “Objection Notice”), which Objection Notice may, at REIT’s option, specify in reasonable detail which matters (collectively, the “Objections”) REIT does not find satisfactory with respect to the Property and the Companies. If REIT timely provides an Objection Notice, then the applicable Contributor shall have two (2) Business Days after receipt of such Objection Notice to notify REIT in writing as to whether it intends to remove, or cause to be corrected to REIT’s reasonable satisfaction prior to Closing, any of such Objections, and removal or correction of any such Objections which the applicable Contributor elects to remove or correct (or is obligated to remove or correct hereunder) shall be a condition to REIT’s obligation to close (collectively, “Mandatory Cure Items”). Anything herein to the contrary notwithstanding, Contributors shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances of the Waterford Interests or the Property (but not including liens and security interests securing the Loans), or any other Objections which any Contributor elects to cure as provided above, all of which shall be removed by such Contributor on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributors to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributors shall be required to (i) remove any mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded over or secured to REIT’s reasonable satisfaction. If Contributors do not elect in writing within such two (2) Business Day period to remove or correct any Objection to REIT’s reasonable satisfaction, then REIT (i) shall elect by written notice to Contributors, on or prior to the expiration of the Due Diligence Period, to either (i) terminate this Agreement and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant by notice to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.177 WWLP, or (ii) shall accept the Waterford Interests and raise certain objections with respect to the Property subject to any Objections by providing notice in writing thereof (other than Mandatory Cure Itemsthe "Objection Notice"), and proceed to close as to all of . The Objection Notice shall specify which matters (the Waterford Interests, with the further right to deduct from the Consideration amounts required to remove any Mandatory Cure Items that are liens of an ascertainable amount and that are "Objections") OTR does not removed by Contributors on or before Closingfind satisfactory. If this Agreement is OTR does not terminated on provide an Objection Notice or a notice stating that it has no Objections prior to the expiration end of the Due Diligence Period, then REIT OTR shall proceed be deemed to close under have terminated this Agreement subject only Agreement. If OTR timely provides an Objection Notice, 77 WWLP shall have the option, but not the obligation within ten (10) days after delivery of such Objection Notice to remove or cause to be corrected to OTR's satisfaction, all of such Objections. In all cases, provided that the conditions to the satisfaction obligations of REIT’s closing conditions 77 WWLP set forth in Section 4.2 5.2 are met, 77 WWLP shall be obligated at Closing to fully discharge (i) all Liens (other than the Lien of nondelinquent taxes) of a definite and ascertainable amount and (ii) liens of a definite and ascertainable amount (other than the lien of nondelinquent taxes and any Permitted Appurtenance Liens (as defined in this Section 3.4)) encumbering the Appurtenances or the Appurtenant Improvements to the extent that any of (i) or (ii) (exclusive of (a) the Existing Mortgage and (b) any Permitted Appurtenance Liens) represent a charge or charges of $250,000 or less in the aggregate and result from the intentional acts of 77 WWLP, that are not specifically assumed by the LLC or accepted by OTR in writing and (ii) the Existing Mortgage. For the purpose of this Agreement, Permitted Appurtenance Liens shall mean the following: (i) liens that are subordinate to the rights of the tenant under the Air Space Lease; (ii) liens that are subordinate to the rights of the entity named 77 West ▇▇▇▇▇▇ Limited Partnership under the Parking Agreement; (iii) the lien of a certain mortgage dated May 1, 1987 and recorded in the office of the Recorder of ▇▇▇▇ County, Illinois on May 12, 1987 as Document Number 87254852; and (iv) the lien of taxes currently delinquent encumbering the area beneath the Air Rights Parcel, provided that such lien is a Permitted Appurtenance Lien only if at Closing 77 WWLP executes and delivers to OTR the letter agreement, a copy of which is attached hereto as Appendix 3.6 and incorporated herein (the "Delinquent Tax Letter Agreement"). For the purpose of this Agreement, the Disapproved Encumbrances are (i) the Existing Mortgage and (ii) Liens and liens specified in the immediately preceding grammatical paragraph that 77 WWLP is obliged to discharge fully at Closing. 77 WWLP shall not have any obligation to remove or cause to be corrected any Objection except for Disapproved Encumbrances.

Objection Notice. If REIT Buyer is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning the Property or the CompaniesProperty, REIT Buyer may, either (i) on or prior to the expiration of the Due Diligence Period, terminate this Agreement by notice to the Contributors, in which event no party shall have further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) on or prior to March 18, 2014, raise certain objections by providing notice to Contributors in writing (the “Objection Notice”), which Objection Notice may, at REIT’s option, specify in reasonable detail which matters (collectively, the “Objections”) REIT does not find satisfactory with respect to the Property and the Companies. If REIT timely provides an Objection Notice, then the applicable Contributor shall have two (2) Business Days after receipt of such Objection Notice to notify REIT in writing as to whether it intends to remove, or cause to be corrected to REIT’s reasonable satisfaction prior to Closing, any of such Objections, and removal or correction of any such Objections which the applicable Contributor elects to remove or correct (or is obligated to remove or correct hereunder) shall be a condition to REIT’s obligation to close (collectively, “Mandatory Cure Items”). Anything herein to the contrary notwithstanding, Contributors shall not have any obligation to remove or correct any Objections other than voluntary Encumbrances of the Waterford Interests or the Property (but not including liens and security interests securing the Loans), or any other Objections which any Contributor elects to cure as provided above, all of which shall be removed by such Contributor on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributors to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributors shall be required to (i) remove any mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded over or secured to REIT’s reasonable satisfaction. If Contributors do not elect in writing within such two (2) Business Day period to remove or correct any Objection to REIT’s reasonable satisfaction, then REIT (i) shall elect by written notice to Contributors, on or prior to the expiration of the Due Diligence Period, to either (i) terminate this Agreement by notice to Seller, in which event the ▇▇▇▇▇▇▇ Money shall be immediately returned to Buyer and neither party shall have further obligations hereunder, except as specifically set forth herein or (ii) accept the Property by providing written notice to Seller of such acceptance or (iii) raise certain objections by providing notice in writing (the "Objection Notice"), which Objection Notice may, at Buyer's option, specify which matters (the "Objections") Buyer does not find satisfactory with respect to the Property. If Buyer does not timely provide an Objection Notice or an acceptance notice, Buyer shall be deemed to have terminated this Agreement as provided above. If Buyer timely provides an Objection Notice, Seller shall have ten (10) days after delivery of such Objection Notice to remove or cause to be corrected to Buyer's satisfaction, all of such Objections. In all cases, Seller shall be obligated at Closing to fully discharge all liens of a definite and ascertainable amount that are not specifically assumed or accepted by Buyer in writing as well as those exceptions or encumbrances to title which arise after the date of the Title Commitment. If the aggregate amount of such liens or encumbrances exceeds the Purchase Price for the Property (plus or minus prorations), Seller shall, during such ten (10) day period, provide evidence reasonably satisfactory to Buyer of Seller's financial ability to fully discharge such excess amounts. If Seller fails or refuses to cause the Objections to be removed and corrected to Buyer's satisfaction within such ten (10) day period, or fail to present evidence of its financial ability to satisfy such excess liens by such date, then Buyer shall elect, on or prior to the date and time that is twenty (20) days after the delivery of the Objection Notice, at 5:00 p.m., Boston time, to (i) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be immediately returned to Buyer and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, as specifically set forth herein or (ii) shall accept the Waterford Interests and the Property subject to any Objections (other than Mandatory Cure Items), and proceed to close as to all of the Waterford Interestsclose, with the further right to deduct from the Consideration Purchase Price amounts secured by liens of a definite or ascertainable amount which Seller has not removed as provided herein as well as amounts required to remove any Mandatory Cure Items that are liens exceptions or encumbrances which arise after the date of an ascertainable amount and that are not removed by Contributors on or before Closingthe Title Commitment. If Buyer makes no such election, Buyer shall be deemed to have elected to terminate this Agreement is not terminated on or prior to as provided above. If after the expiration of the Due Diligence Period, the Title Company revises the Title Commitment or the surveyor revises the Survey to add or modify exceptions, or to add or modify the conditions to obtain any of the Endorsements, then, unless Buyer elects by notice to Seller to accept such exceptions or conditions within ten (10) days after being notified thereof, then REIT this Agreement shall be deemed terminated as provided above. If, within such ten (10) day period, Buyer notifies Seller that it objects to such new matters (the "Post-Commitment Objection Notice") then Seller will have ten (10) days after delivery of such Post-Commitment Objection Notice to remove or cause to be corrected to Buyer's satisfaction, all of such new matters. If Seller fails or refuses to cause such new matters to be removed or corrected to Buyer's satisfaction within such ten (10) day period, then Buyer shall elect, on or prior to the date and time that is twenty (20) days after the delivery of the Post-Commitment Objection Notice, at 5:00 p.m., Boston time, to (i) terminate this Agreement or (ii) accept the Property subject to such new matters and proceed to close under close, with the further right to deduct from the Purchase Price amounts secured by liens of a definite or ascertainable amount which Seller has not removed as provided herein as well as amounts required to remove such new matters. If Buyer makes no such election, Buyer shall be deemed to have elected to terminate this Agreement subject only as provided above. If necessary, the Closing Date shall be extended the number of days necessary to give effect to the satisfaction of REIT’s closing conditions notice and cure periods set forth in this Section 4.2 of this Agreement2.4.