Common use of Objections Clause in Contracts

Objections. During the Title Objection Period, Purchaser may deliver to Seller its objections in writing to any liens, encumbrances and other matters reflected by the Title Commitment or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:

Objections. During Developer shall have until the Title Objection Period, Purchaser may deliver Due Diligence Period to Seller its objections in writing to any liens, encumbrances examine the Survey and other matters reflected by the Title Commitment or and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (any such matters to which Purchaser so objectscollectively, the “Objection Matters”"Objections"). If Seller is willing to cause the cure or removal Notwithstanding any other provision of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating Commission shall be obligated to remove all monetary liens attached to the objection. If Seller elects in writing Property evidencing the Commission's obligation to cure or remove any title or survey matters objected pay money to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by third party at Closing, Seller will irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections, the Commission shall have the right, but not the obligation, to postpone attempt to remove, satisfy or otherwise cure (to Developer's satisfaction) the Closing for a period Objections within thirty (30) days of up notice. Within ten (10) business days after receipt of Developer's notice of Objections, the Commission shall give written notice to 60 days Developer informing Developer of the Commission's election with respect to the Objections. If the Commission fails to give written notice of its election within such ten (10) day business period, the Commission shall be deemed to have elected not to attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or remove such exceptions disclosure through any other means discloses a defect in the title or defectsSurvey with respect to the Property after the Objection deadline, and if Seller has such defect was not cured or removed known to the same by the end of such 60-day periodDeveloper, Purchaser Developer shall have ten (10) business days to examine the right disclosed defect and make an Objection if Developer deems it necessary to do so. Any such Objection made after the Objection deadline, shall be handled as if the Objection were made prior to the Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be to either: (i) elect to terminate this Agreement by written notice to Seller given to Seller on the Commission, in which event the parties shall have no further right or before obligation under this Agreement (except for rights or obligations which expressly survive the earlier to occur termination of this Agreement); or (aii) five Business Days after such 60-day period waive the Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect. (b) To terminate this Agreement pursuant to this Section 2.2, Developer must give written notice to the cure Commission of such item, time being Developer's election to terminate not later than ten (10) business days (i) after receipt of written notice from the Commission of the essence with respect thereto. Seller shall have no obligation Commission's election not to attempt to cure Objection Matters except financing liens any Objection; (ii) after receipt of an ascertainable amount created by Sellerwritten notice from the Commission of the Commission's determination, any exceptions or encumbrances having previously elected to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected attempt to cure, remove that it is unable or insure around prior unwilling to do so; or (iii) after the expiration Commission's failure to give written notice of its election to attempt to cure any Objection. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall expire and any Objections shall be deemed to be a "Permitted Encumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an accurate survey of the Title Objection Period (or that Seller is obligated to cure) Property, shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure deemed to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:Permitted Encumbrance.

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

Objections. During the Title Objection Period, Purchaser may deliver to Seller its objections in writing to any liens, encumbrances and other matters reflected by the Title Commitment or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:: -39-

Objections. During the Title Objection Period, Purchaser Buyer may deliver to Seller its objections object in writing to (i) defects, exceptions, or encumbrances to title: disclosed on the survey other than items 6A(1) through (7) above; or disclosed in the Commitment other than items 6A(1) through (9) above; (ii) any liensportion of the Property lying in a special flood hazard area (Zone V or A) as shown on the current Federal Emergency Management Agency map; or (iii) any exceptions which prohibit the following use or activity: . Buyer must object the earlier of (i) the Closing Date or (ii) days after ▇▇▇▇▇ receives the Commitment, encumbrances Exception Documents, and other matters reflected by the Title survey. Buyer’s failure to object within the time allowed will constitute a waiver of Buyer’s right to object; except that the requirements in Schedule C of the Commitment are not waived. Provided Seller is not obligated to incur any expense, Seller shall cure any timely objections of Buyer or any third party lender within 15 days after Seller receives the Survey objections (any such matters to which Purchaser so objects, Cure Period) and the “Objection Matters”)Closing Date will be extended as necessary. If objections are not cured within the Cure Period, Buyer may, by delivering notice to Seller is willing to cause within 5 days after the cure or removal of any end of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect eitherCure Period: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice contract and the ▇▇▇▇▇▇▇ money will be refunded to Seller three Business Days following the Seller Response Due DateBuyer; or (ii) waive the objections. If Buyer does not terminate Contract Concerning Page 3 of 10 11-10-2020 within the time required, Buyer shall be deemed to waive such objection and to complete have waived the transaction as otherwise contemplated by this Agreement, without any abatement of objections. If the Purchase Price Commitment or Survey is revised or any deductionnew Exception Document(s) is delivered, offset, credit, lost profits Buyer may object to any new matter revealed in the revised Commitment or other damages Survey or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove new Exception Document(s) within the same by Closingtime stated in this paragraph to make objections beginning when the revised Commitment, Seller will have the rightSurvey, but not the obligation, or Exception Document(s) is delivered to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:Buyer.

Objections. During If Purchaser has an objection to items disclosed in the Title Objection PeriodCommitment or Survey, then Purchaser may deliver to give Seller written notice of its objections no less than two (2) Business Days prior to the expiration of the Inspection Period. Any exception to title identified in writing to any liens, encumbrances and other matters reflected by the Title Commitment or Survey not objected to by Purchaser in the Survey (any such matters to which Purchaser so objects, manner and within the “Objection Matters”)time period specified in this Section 6 shall be deemed accepted by Purchaser. If Seller is willing to cause the cure or removal Purchaser gives timely written notice of any of the Objection Mattersits objections, then Seller will so shall notify Purchaser in writing within one (the 1) Business Day after receipt of Purchaser’s notice (“Objection NoticeSeller’s Cure Period”) within five Business Days of whether Seller elects to remove or to cause the Title Company to insure against the same. Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses ’s failure to deliver such written notice shall constitute Seller’s election not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any Purchaser’s title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect theretoobjections. Seller shall have no obligation to cure Objection Matters except expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove (so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title Seller which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller deemed not to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. If any objection is not satisfied during Seller’s Cure Period, then Purchaser shall elect not later than one (1) day after the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice of termination on or before such date shall constitute Purchaser’s waiver of any title objections that Seller is unwilling to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for and such purpose) title objections shall be a failure deemed Permitted Exceptions, and Closing shall occur as provided in this Agreement without any reduction of a Purchaser’s closing condition under Section 10.1(b) below:or credit against the Sales Price.

Objections. During For purposes of this Article 2, a matter which may be objected to by Purchaser hereunder (an "Objection") shall be deemed "material" if it would adversely affect the Title value of a Specific Property by more than $25,000. In the event a material Objection Period, is raised by Purchaser may deliver to Seller its objections in writing to any liens, encumbrances and other matters reflected which can be cured by the Title Commitment or expenditure of funds, Seller shall be obligated, subject to the Survey (any following sentence, to cure such matters to which Objection provided Purchaser so objects, pays the “Objection Matters”)first $10,000 of such cure amount and such cure does not require the expenditure by Seller of more than $15,000. If Seller is willing to cause the cure or removal of any of the Objection Matterswould cost less than $25,000, then Seller will so notify shall either cure such Objection or pay to Purchaser in writing or credit Purchaser at Closing the difference between the cost to cure the Objection and $10,000. If the Objection would cost more than $25,000 to cure (the “Objection Notice”) within five Business Days $10,000 of which shall be Purchaser's obligation and $15,000 of which shall be Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Sectionobligation), Purchaser may elect either: Seller shall have the option of either (i) if the defects identified spending such excess funds and curing such Objection or giving Purchaser a credit at Closing equal to $15,000 and such excess funds, in which case the Objection Notice have or would reasonably shall be expected to result in a Material Adverse Effect on the Business or Seller Propertiesdeemed satisfied, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) not spending such excess funds and not curing such Objection, in which case the Specific Property which was affected by such Objection shall be deemed an "Uncured Property." In the event a material Objection is raised by Purchaser which can not be cured by the expenditure of funds and is not otherwise cured by Seller within the Cure Period, the Specific Property which was affected by such Objection shall be deemed an "Uncured Property." For purposes of this Section 2.2, all Objections with respect to waive such objection any Specific Property shall be aggregated and to complete the transaction treated as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating a single "Objection." Notwithstanding anything herein to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Propertiescontrary, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, (a) Purchaser shall have the right to terminate this Agreement if any of the following conditions occurs: (i) two Tier 1 Properties are deemed Uncured Properties, or (ii) any combination of Tier 1 Properties or Tier 2 Properties greater than or equal to three are deemed Uncured Properties, (b) Purchaser shall have the right to not purchase an Uncured Property and Purchaser shall not receive any credit at the Closing with respect to such Uncured Property, except that in the case of a Tier 1 Property or a Tier 2 Property, if Seller received a qualified offer for such Uncured Property, Purchaser shall receive a credit against the Purchase Price at the Closing equal to the highest qualified offer "the Highest Offer") received by written notice Seller for such Uncured Property pursuant to Seller given the Omnibus Sales Motion filed on July 19, 2000 currently in effect relating to the Property (i.e. the order that required bids for the Property to be submitted to Seller on or before July 28, 2000), (c) if Purchaser does not pay its share of the earlier amount necessary to occur cure an Objection (i.e. $10,000), the Property which is subject to such Objection shall not be deemed an Uncured Property, (d) if Seller does not pay its share of the amount necessary to cure an Objection (a) five Business Days after i.e. up to $15,000), the Property which is subject to such 60-day period Objection shall, at Purchaser's option, be deemed an Uncured Property, and (be) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price terminate this Agreement if any combination of Tier 1 Properties or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:Tier 2 Properties greater than or equal to six are deemed Uncured Properties.

Objections. During Buyer shall examine and, in ▇▇▇▇▇’s sole and absolute discretion, make any title objections to the Title Objection Commitment and/or Updated Survey (the “Title Objections”) within the Review Period, Purchaser may deliver said Title Objections to Seller its objections be made in writing or deemed waived (such written notice of Buyer’s Title Objections to any liensbe hereinafter referred to as the “Notice of Objections”). Except as set forth below, the Title Company’s standard exceptions; liens and encumbrances for water charges, sewer rates, assessments and other matters reflected governmental charges not delinquent subject to proration pursuant to the terms of this Agreement; building and zoning laws, ordinances, state and federal regulations; building codes, entitlements and other land use regulations promulgated by any governmental authority including environmental laws, or any nonconformity or violation of the Property therewith or thereof; restrictions relating to use and/or improvement of the Property; reservations of mineral rights; easements of record; lien for current real property taxes and assessments; survey exceptions; the rights of parties in possession pursuant to the Lease; and any title exception disclosed by the Title Commitment or the Survey (any Buyer’s survey and not listed in such matters to which Purchaser so objects, the Notice of Objections shall be deemed a “Objection Matters”Permitted Title Exception(s)” under this Agreement. If Seller is willing shall fail to cause cure (or commence to cure) or eliminate all the cure or removal Title Objections listed in the Notice of any Objections within fifteen (15) days after receipt of the Objection Matters, then Seller will so notify Purchaser in writing Notice of Objections (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due DateTitle Cure Period”). If Seller does , then Buyer may elect either to: (a) accept the Property subject to the Title Objection(s) not respondcured (in which case such title exception(s) shall become a Permitted Title Exception(s) hereunder), or chooses not (b) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be refunded to Buyer within two (2) business days. In the event that ▇▇▇▇▇▇ agrees to cure or remedy a Title Objection and commences such cure, but the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section)same cannot be cured within the Title Cure Period, Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller PropertiesBuyer may, to terminate this Agreement by delivery of written notice to Seller three Business Days following Seller, preserve such Title Objection such that the Seller Response Due Date; or (ii) cure of such Title Objection shall be a condition precedent to waive such objection and Buyer’s obligation to complete close. Buyer shall elect to either accept the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating Property subject to the objection. If Seller elects in writing to cure Permitted Title Exceptions or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on terminate the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given delivered within three (3) business days following the end of the Title Cure Period, and the failure to Seller on or before the earlier deliver such election notice shall constitute an election to occur of proceed under clause (a) five Business Days after such 60-day period and (b) the cure of such itemabove. Any mortgage, time being security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the essence with respect thereto. Seller shall have no obligation Property and which constitutes an exception to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cureProperty shall not in any event be a Permitted Title Exception hereunder, remove but such claim shall be paid or insure around prior to the expiration satisfied out of the Title Objection Period (or that sums payable by Buyer at Closing, and the proceeds of sale payable to Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”reduced accordingly; providedprovided that such claim must have arisen directly from the acts or omissions of Seller, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having those of the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:Tenant.

Objections. During Developer shall have until the Title Objection Period, Purchaser may deliver Due Diligence Deadline to Seller its objections in writing to any liens, encumbrances examine the Survey and other matters reflected by the Title Commitment or and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (any such matters to which Purchaser so objectscollectively, the “Objection Matters”"Objections"). If Seller is willing to cause the cure or removal Notwithstanding any other provision of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating Commission shall be obligated to remove all monetary liens attached to the objection. If Seller elects in writing Property evidencing the Commission's obligation to cure or remove any title or survey matters objected pay money to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by third party at Closing, Seller will irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections (the "Objection Notice"), the Commission shall have the right, but not the obligation, to postpone attempt to remove, satisfy or otherwise cure (to Developer's satisfaction) the Closing for a period Objections within thirty (30) days of up its receipt of the Objection Notice. Within ten (10) business days after receipt of the Objection Notice, the Commission shall give written notice to 60 days Developer informing Developer of the Commission's election with respect to the Objections (the "Response"). If the Commission fails provide its Response within such ten (10) business day period, the Commission shall be deemed to have elected not to attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or remove such exceptions disclosure through any other means discloses a defect in the title or defectsSurvey with respect to the Property after the Objection deadline, and if Seller has such defect was not cured or removed known to the same by the end of such 60-day periodDeveloper, Purchaser Developer shall have ten (10) business days to examine the right disclosed defect and to provide an additional Objection Notice if Developer deems it necessary to do so. Any such Objection made after the initial Objection deadline, shall be handled as if the Objection were made prior to the initial Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be to either: (i) elect to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) Commission, in which event the cure of such item, time being of the essence with respect thereto. Seller parties shall have no further right or obligation to cure Objection Matters under this Agreement (except financing liens for rights or obligations which expressly survive the termination of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”this Agreement); provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:or

Objections. During If any Commitment, any amendments or supplements thereto, or any title reports, certificates, updates, UCC searches or surveys (collectively, the Title Objection Period“Search Items”), Purchaser may deliver to Seller its objections discloses any lien or encumbrances on (or defect in writing to any liensthe Seller’s title to) the Real Estate, encumbrances and other matters reflected by than the Title Commitment or the Survey (any such matters Permitted Encumbrances, to which Purchaser so objects, the “Objection Matters”). If Purchaser shall notify Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing of such objection (the “Objection Notice”) in detail within five Business Days (5) business days after receipt by Purchaser of Seller's receipt of any such Search Item. If Purchaser fails to timely give an Objection Notice, Purchaser shall be deemed to have approved all matters to which Purchaser may have objected in such Objection Notice (the “Seller Response Due Date”)if given timely. If Seller does not respond, or chooses not to cure or remedy Purchaser timely gives the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by ClosingNotice, Seller will shall have the right, but not the obligation, to postpone indicate which matters, if any, identified in the Objection Notice will be addressed (and the manner in which such matters will be addressed) by Closing for by giving written notice thereof (“Seller’s Response”) to Purchaser within three (3) business days after receipt by Seller of an Objection Notice. Seller’s failure to give timely Seller’s Response shall be deemed to constitute Seller’s election not to address any of the matters set forth in the Objection Notice. If Seller elects to address any such matter it shall do so in a period of up manner reasonably acceptable to 60 days Purchaser. If Seller elects (or is deemed to attempt have elected) not to cure address any such matter, or remove having elected to do so fails to address any such exceptions or defectsmatter in a manner reasonably acceptable to Purchaser, and if Seller has not cured or removed the same by the end of such 60-day period, then Purchaser shall have the right options set forth in subparagraph (ii) below of this paragraph 3.3. Seller shall have and be entitled to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being a reasonable adjournment of the essence with respect theretoClosing (not to exceed sixty (60) days), within which to address such objections, and it is mutually agreed and covenanted that any matter shown in any Search Item, not set forth in an Objection Notice is waived as an objection to title and shall be deemed included within the Permitted Encumbrances as if set forth in Section 3.1. Notwithstanding anything to the contrary, Seller shall have no obligation to cure remove any such matters to which Purchaser objects in an Objection Matters Notice if the expense to Seller to remove such matters exceeds (a) FIFTY THOUSAND and 00/100 ($50,000.00) DOLLARS in the aggregate with respect to a Property and (b) TWO HUNDRED FIFTY THOUSAND and 00/100 ($250,000.00) DOLLARS in the aggregate with respect to all the Property, except financing liens that Seller shall cause the Title Company to agree to omit from any policy of an ascertainable amount created by Sellertitle insurance to be issued to Purchaser at Closing, pursuant to the Commitment, any exceptions mortgage liens encumbering a Property, including, without limitation, the mortgage liens held by iStar Financial, Inc. and Alpha Capital LLC (collectively, the “Liens to be Discharged”). Other than the Liens to be Discharged, if Seller (i) is unable or encumbrances unwilling to title which are voluntarily created by Seller after remove any such matters aggregating more than FIFTY THOUSAND and 00/100 ($50,000.00) DOLLARS with respect to a Property or TWO HUNDRED FIFTY THOUSAND and 00/100 ($250,000.00) DOLLARS for all the Signing Date without Property or fails to cause the Title Insurance Company to remove same from Purchaser’s consenttitle insurance policy or (ii) is unable to convey the Property as herein agreed to be conveyed, failure Purchaser shall have the option of Seller either (1) waiving Purchaser’s objection to hold fee simple such matters and proceeding with the Closing and accepting title subject to such matters without any abatement or reduction to the Owned Properties Purchase Price; or (2) rejecting the title and delinquent ad valorem property taxes receiving a return of the Deposit, whereupon all liability and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has obligations hereunder shall terminate, except those expressly elected stated to curesurvive termination hereof, remove or insure around prior and this Agreement and all rights of Purchaser herein and to the expiration Property shall become null and void. Without limiting the generality of the Title Objection Period (or that foregoing, Seller is shall not be obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that bring any action or proceeding to remove any matters to which Purchaser objects in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:an Objection Notice.

Objections. During Notwithstanding anything contained in this Contract to the Title Objection Periodcontrary, Purchaser may deliver Seller shall not be obligated to convey to Buyer any greater interest in, or title to, all or any portion of the Property beyond that which Seller owns and has a right to convey. Buyer shall have 30 days from its receipt of the last to be received of: (a) the Commitment, (b) the best available copies of all documents listed therein as constituting exceptions to or reservations from Seller’s title to the Property (collectively, the “Exception Documents”), and (c) any New Survey (subject to the provisions of Section 5.02 above capping the time to receive any New Survey to 45 days after the Effective Date), within which to examine same and give Seller written notice setting forth any objections in writing Buyer has to any liensanything contained therein or to such title as Seller has a right to convey; provided however, encumbrances and other matters reflected that Buyer shall have no right to object to the existence of and/or encumbrance of the Property by the Title Remediation Easement (as defined in Section 8.03). Any item contained in the Survey, the Commitment or the Survey (any such matters Exception Documents shall be deemed approved by Buyer unless Buyer notifies Seller of Buyer’s objection to which Purchaser so objects, the “Objection Matters”)same within said 30 day period. If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will shall have the right, but not the obligationduty, to postpone the Closing for a period cure any such objection of up to 60 days to attempt to cure or remove Buyer. If any such exceptions or defects, and if Seller has objection is not cured or removed the same by the end within 15 days from Seller’s receipt of notice of such 60-objection, Buyer may, at Buyer’s option and as Buyer’s sole remedy, terminate this Contract by giving written notice of termination to Seller within three (3) days from and after the expiration date of such 15 day period, Purchaser and, in such event, the parties hereto will be relieved of all further liabilities hereunder (except those which, by their express terms, survive the termination hereof) and the ▇▇▇▇▇▇▇ Money will be refunded to Buyer. If Buyer does not so notify Seller of termination within such three (3) day period, Buyer shall be deemed to have approved any objectionable item not cured. Notwithstanding anything to the contrary contained in this Contract, Buyer shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, Contract without cause at any time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration end of the Title Objection Review Period (in accordance with the provisions of Section 4.03 of this Contract, and the terms of this Section 5.03 do not limit or affect that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that right in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:way.

Objections. During Buyer shall have five (5) days after the later of ▇▇▇▇▇’s receipt of the Title Commitment or a copy of the Survey (“Title Objection PeriodDeadline”) to review the Survey, Purchaser may deliver to Title Commitment, and legible copies of the title instruments referenced in them and notify Seller its of Buyer’s objections in writing to any liens, encumbrances and other of them (“Title Objections”). Buyer will be deemed to have approved all matters reflected by the Survey, and Title Commitment or the Survey (any such matters Commitment, to which Purchaser so objects, ▇▇▇▇▇ has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have approved are “Objection Matters”). Permitted Exceptions.” If Buyer notifies Seller is willing to cause the cure or removal of any of the Objection MattersTitle Objections, then Seller will so notify Purchaser in writing has five (the “Objection Notice”5) within five Business Days of Seller's days from receipt of Objection Notice Buyer’s notice to notify Buyer whether Seller agrees to cure the Title Objections before closing (the “Seller Response Due DateCure Notice”). If Seller does not respondtimely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before closing, Buyer may, within five (5) days after the deadline for the giving of Seller’s Cure Notice, notify Seller that either this contract is terminated or Buyer will proceed to close, subject to Seller’s obligations to remove all liquidated liens, remove all exceptions that arise by, through, or chooses not to under Seller after the Effective Date, and cure or remedy only the Objection Matters (other than those which Title Objections that Seller is obligated has agreed to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have Cure Notice. At or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closingbefore closing, Seller will have the rightmust remove all liquidated liens, but not the obligationremove all exceptions that arise by, to postpone the Closing for a period of up to 60 days to attempt to cure through, or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by under Seller after the Signing Effective Date without Purchaser’s consentof this contract, failure of Seller to hold fee simple title to and cure the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters Title Objections that Seller has expressly elected agreed to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:.

Objections. During Purchaser shall have forty (40) days following the Effective Date to notify Seller of any objections to the Commitment or Updated Survey ("Objection Period"). Seller shall have ten (I 0) business days from the date notified in writing of the particular defects claimed during the Objection Period ("Cure Period"), to either: (I) remedy the title, (2) obtain title insurance with regard to the defect in form and substance satisfactory to Purchaser in all respects, or (3) notify Purchaser that Seller is unable or unwilling to remedy the title or obtain the title insurance, and thereafter Purchaser may, within three (3) business days, elect to terminate this Agreement and receive a refund of the Deposit if Seller does not cure all such title objections within the Cure Period, or Purchaser may elect to waive such defects, with such election by Purchaser effectively deeming such defects to be Permitted Encumbrances, and proceed with this transaction subject thereto and, provided further, that in the event that any such defect(s) results from liens or encumbrances caused by Seller and having liquidated amounts, such liens or encumbrances shall in no event be deemed a Permitted Encumbrance and Seller shall be responsible for causing such liens or encumbrances to be paid off in full and released as of the Closing Date. If Purchaser does not notify Seller of a particular defect within the Title Objection Period, then Purchaser may deliver shall be deemed to Seller its objections have approved the matters identified in writing the Commitment and the Updated Survey, and all such matters shall be deemed Permitted Encumbrances. In the event that there are new conditions identified on any updated title commitments or any updates to any liens, encumbrances and other matters reflected by the Title Updated Survey which were not previously identified on the Commitment or the Survey (any Updated Survey, then, in such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day periodevent, Purchaser shall have the right to terminate this Agreement by written notice to notify Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller objections which will be treated as new title defects as set forth in this Section 4.C and Purchaser shall have no obligation the right to cure Objection Matters except financing liens object to such matters as set forth above. In the event Purchaser notifies Seller of an ascertainable amount created by Sellerany title defects as provided above, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or provided that Seller is obligated willing to cure) cure such defects and thereafter obtains title insurance endorsements to provide affirmative insurance with respect to such title defects, then in such event, Seller shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having solely responsible for the right to apply the Purchase Price or a portion thereof for cost of such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:title endorsements.

Objections. During the Title Objection Period, Purchaser Buyer may deliver to Seller its objections object in writing to (i) defects, exceptions, or encumbrances to title: disclosed on the survey other than items 6A(1) through (7) above; or disclosed in the Commitment other than items 6A(1) through (9) above; (ii) any liensportion of the Property lying in a special flood hazard area (Zone V or A) as shown on the current Federal Emergency Management Agency map; or (iii) any exceptions which prohibit the following use or activity: Buyer must object the earlier of (i) the Closing Date or (ii) 3 days after ▇▇▇▇▇ receives the Commitment, encumbrances Exception Documents, and other matters reflected by the Title survey. ▇▇▇▇▇'s failure to object within the time allowed will constitute a waiver of Buyer's right to object; except that the requirements in Schedule C of the Commitment are not waived. Provided Seller is not obligated to incur any expense, Seller shall cure any timely objections of Buyer or any third party lender within 15 days after Seller receives the Survey objections (any such matters to which Purchaser so objects, Cure Period) and the “Objection Matters”)Closing Date will be extended as necessary. If objections are not cured within the Cure Period, Buyer may, by delivering notice to Seller is willing to cause within 5 days after the cure or removal of any end of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect eitherCure Period: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice contract and the ▇▇▇▇▇▇▇ money will be refunded to Seller three Business Days following the Seller Response Due DateBuyer; or (ii) waive the objections. If Buyer does not terminate TXR 1607 Initialed for identification by ▇▇▇▇▇ and Seller TREC NO. 9-15 Contract Concerning SOUTHWIND /LOT ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, tx 77640 Page 3 of 10 11-08-2021 within the time required, Buyer shall be deemed to waive such objection and to complete have waived the transaction as otherwise contemplated by this Agreement, without any abatement of objections. If the Purchase Price Commitment or Survey is revised or any deductionnew Exception Document(s) is delivered, offset, credit, lost profits Buyer may object to any new matter revealed in the revised Commitment or other damages Survey or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove new Exception Document(s) within the same by Closingtime stated in this paragraph to make objections beginning when the revised Commitment, Seller will have the rightSurvey, but not the obligation, or Exception Document(s) is delivered to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:Buyer.

Objections. During Purchaser shall have until seventy (70) days after the Effective Date in which to examine the Updated Survey and title to the Real Property (and all Exception Documents) and to make any written objections to the matters affecting title or disclosed by the Updated Survey. In the event that the Updated Survey or Title Objection PeriodCommitment (or any other title information obtained by Purchaser, including Exception Documents) shows any matters that are objectionable to Purchaser may deliver to (“Objections”) and Purchaser notifies Seller its objections in writing to any liens, encumbrances and other matters reflected by the Title Commitment or the Survey of such objections (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the an “Objection Notice”) within five Business Days the time period provided for above in this Section 5(a), Seller may, but shall have no obligation to, undertake efforts to cure such Objections during a period of Seller's receipt of thirty (30) days after receiving Purchaser’s Objection Notice (the “Seller Response Due DateSeller’s Cure Period”). If , with Seller does to give written notice to Purchaser within ten (10) days after receipt of the Objection Notice whether Seller will not respond, or chooses not attempt to cure one or remedy more of the Objection Matters (other than those which Objections. Seller is shall be absolutely obligated to cure remove only the following items (“Mandatory Cure Items”) and only in accordance with this Section), Purchaser may elect eitherthe applicable time period specified: (i) if the defects identified in the within thirty (30) days after Purchaser’s Objection Notice have - any encumbrances of any kind first placed of record against the Real Property by or would reasonably be expected to result in a Material Adverse Effect on account of Seller after the Business or Seller PropertiesEffective Date, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or and (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before Closing - all liens set forth on Schedule C to the earlier Title Commitment (other than any liens or lien claims arising from work performed by or under Purchaser). Failure of Seller to occur of remove or cure Mandatory Cure Items within the applicable time period is a default by Seller. Purchaser expressly acknowledges that Seller has disclosed that it accepted title to the Real Property (afrom its seller/grantor) five Business Days after subject to certain matters or agreements that are referenced in record Exception Documents but that are not themselves recorded, and there may be other unrecorded agreements referenced as such 60-day period and (b) in the cure of such itemTitle Commitment. If the same do not constitute Seller Unrecorded Agreements, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions obtain or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove provide such unrecorded documents or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other exception matters that are not designated of record in order to trigger the time periods for Purchaser’s Objections hereunder or for any other reason except to the extent that Seller is in possession of such unrecorded agreements (in which event, Seller shall provide them to Purchaser as Nonpart of the Seller Deliveries, as hereinafter defined) and generally the obligation of the Title Company to produce unrecorded documents to which exception is taken is limited to that provided by applicable Texas title insurance regulations and Seller is not responsible for the Title Company’s compliance or non-Permitted Exceptions shall be Permitted Exceptionscompliance with such requirements. Seller’s failure Purchaser may make Objection to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing such unrecorded matters but Seller (with Seller having as in the right to apply the Purchase Price or a portion thereof for such purposecase of all Objections save and except Mandatory Objections) shall be a failure of a Purchaser’s closing condition under Section 10.1(bhave no obligation to cure or remove from title to the Real Property any such unrecorded matters, including, but not limited to, the Seller Unrecorded Agreements. ​ LAND SALE CONTRACT-341.3 ACRES IN HARRIS COUNTY, TX-▇▇▇▇▇ SPOILS TRACTS (EAST & WEST ▇▇▇▇▇ PLACEMENT AREAS LLC & EQUITY RESOURCE PARTNERS-EAST WEST, LLC) below:​

Objections. During the Title Objection Period, Purchaser may deliver to Seller its objections Owner will notify Option-Holder in writing to any liens, encumbrances and other matters reflected by the Title Commitment ---------- whether Owner is unable or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not unwilling to cure to Option-Holder's satisfaction any title or remedy the Objection Matters survey objections (other than those the Permitted Title Exceptions) raised by Option-Holder ("Title Problems"), which Seller is obligated notice shall restate the effect set forth in this Section of Owner's failure to cure respond in accordance with this Section), Purchaser may elect either: . Owner shall be obligated to remove and discharge of record or otherwise cure to Option-Holder's satisfaction all Title Problems (iother than matters which existed of record prior to the commitment date of Option-Holder's title commitment issued by Lawyers Title Insurance Corporation under commitment number LIT-97-14739 excluding monetary liens and judgments for which Owner is responsible) if the defects identified in the Objection Notice which have or would reasonably be expected to result timely been raised by Option-Holder and which are liens in a Material Adverse Effect on the Business fixed or Seller Properties, ascertainable amount or result from Owner's actions. Owner's failure to terminate this Agreement by deliver such notice to Option-Holder within ten (10) business days after delivery of written Option-Holder's notice of Title Problems shall be deemed Owner's refusal to Seller three Business Days following cure all of the Seller Response Due Title Problems by the Closing Date; or , excluding, however, those Title Problems which Owner is obligated hereunder to cure. If Owner has not agreed to cure all Title Problems other than those which Owner is obligated hereunder to cure, Option-Holder shall have ten (ii10) business days from receipt of Owner's notice (or, if Owner has failed to give notice, fifteen (15) days from delivery of Option-Holder's notice of Title Problems) either (1) to waive such objection and to complete the transaction as otherwise contemplated by this Agreementwithdraw, without any abatement liability, its exercise of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects Option by notice in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around Owner delivered prior to the expiration of such fifteen (15) day period, or (2) to accept such title as Owner can deliver without reduction or abatement of the Option Price except to the extent of Title Objection Period (or that Seller Problems which Owner is obligated hereunder to cure) . Option-Holder's failure to timely deliver notice of termination shall be designated deemed Option-Holder's agreement to accept such title as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance Owner can deliver without reduction or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure abatement of the Option Price except to the extent of Title Problems which Owner is obligated hereunder to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:.

Objections. During the Title Objection Period, Purchaser Buyer may deliver to Seller its objections in writing object to any liens, encumbrances and other matters reflected disclosed by the Title Commitment or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal by delivering written notice of any of the Objection Matters, then Seller will so notify Purchaser in writing objections (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of ten (a10) five Business Days after such 60-day period and (bprior to the Due Diligence Termination Date. Any Objection Notice delivered by Buyer pursuant to this Paragraph 6(b) shall specify in reasonable detail any matter to which Buyer objects. If the cure of such item, time being Title Company subsequently issues any amendment to the Title Commitment showing any additional exception to title and/or if the Survey is later obtained during the balance of the essence with respect theretoDue Diligence Period and discloses any additional exception or other matter not disclosed on the Title Commitment, Buyer shall be entitled to object to any such additional exception (or to any such additional exception or other matter disclosed by the Survey, as applicable) by delivering an Objection Notice to Seller and to Escrow Agent on or before ten (10) days after ▇▇▇▇▇’s receipt of the amendment to the Title Commitment or ten (10) days after ▇▇▇▇▇’s receipt of the Survey, as applicable. If Buyer fails to deliver an Objection Notice objecting to any matter set forth in the Survey, any amended Survey, the Title Commitment, or any subsequent amendment to the Title Commitment, within the relevant time periods prescribed above, Buyer shall be conclusively deemed to have approved such matters. Notwithstanding any contrary provision of this Agreement, but subject to Paragraph 6(d), in no event shall any monetary liens or encumbrances securing payment of private debts or obligations constituting a lien against the Property be deemed to be Permitted Exceptions (as defined below), and the foregoing (if any) affecting the Property shall be released, at Seller’s expense (or by application of Seller’s closing proceeds), at or prior to the Closing. Except as provided in the preceding sentence or as otherwise provided in this Paragraph 6 or elsewhere in this Agreement, Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created or remove any title matter objected to by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned PropertiesBuyer. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “NonDocuSign Envelope ID: B6D9F1C1-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a NonD8C9-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non42D7-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:A6EE-6EEFA52289F6

Objections. During Developer shall have until the Title Objection Period, Purchaser may deliver expiration of the Site Inspection Period to Seller its objections in writing to any liens, encumbrances examine the Survey and other matters reflected by the Title Commitment or and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (any such matters to which Purchaser so objectscollectively, the “Objection Matters”"Objections"). If Seller is willing to cause the cure or removal Notwithstanding any other provision of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating Commission shall be obligated to remove all monetary liens attached to the objection. If Seller elects in writing Property evidencing the Commission's obligation to cure or remove any title or survey matters objected pay money to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by third party at Closing, Seller will irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections (the "Objection Notice"), the Commission shall have the right, but not the obligation, to postpone attempt to remove, satisfy or otherwise cure (to Developer's satisfaction) the Closing for a period Objections within thirty (30) days of up its receipt of the Objection Notice. Within ten (10) business days after receipt of the Objection Notice, the Commission shall give written notice to 60 days Developer informing Developer of the Commission's election with respect to the Objections (the "Response"). If the Commission fails to provide its Response within such ten (10) business day period, the Commission shall be deemed to have elected not to attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or remove such exceptions disclosure through any other means discloses a defect in the title or defectsSurvey with respect to the Property after the Objection deadline, and if Seller has such defect was not cured or removed known to the same by the end of such 60-day periodDeveloper, Purchaser Developer shall have ten (10) business days to examine the right disclosed defect and to provide an additional Objection Notice if Developer deems it necessary to do so. Any Objection made after the initial Objection deadline, shall be handled as if the Objection were made prior to the initial Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be to either: (i) elect to terminate this Agreement by written notice to Seller given the Commission, in which event the Deposit shall be returned to Seller on Developer and the parties shall have no further right or before obligation under this Agreement (except for rights or obligations which expressly survive the earlier to occur termination of this Agreement); or (aii) five Business Days after such 60-day period waive the Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect. (b) To terminate this Agreement pursuant to this Section 2.2, Developer must give written notice to the cure Commission of such item, time being Developer's election to terminate not later than ten (10) business days (i) after receipt of the essence with respect thereto. Seller shall have no obligation Response from the Commission specifying the Commission's election not to attempt to cure Objection Matters except financing liens any Objection; (ii) after receipt of an ascertainable amount created by Sellerwritten notice from the Commission of the Commission's determination, any exceptions or encumbrances having previously elected to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected attempt to cure, remove that it is unable or insure around prior unwilling to do so; or (iii) after the expiration Commission's failure to timely provide its Response. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall expire and any Objections shall be deemed to be a "Permitted Encumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an accurate survey of the Title Objection Period (or that Seller is obligated to cure) Property, shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure deemed to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:Permitted Encumbrance.

Objections. During Developer shall have until the Title Objection Period, Purchaser may deliver Due Diligence Deadline to Seller its objections in writing to any liens, encumbrances examine the Survey and other matters reflected by the Title Commitment or and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (any such matters to which Purchaser so objectscollectively, the “Objection Matters”"Objections"). If Seller is willing to cause the cure or removal Notwithstanding any other provision of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating Commission shall be obligated to remove all monetary liens attached to the objection. If Seller elects in writing Property evidencing the Commission's obligation to cure or remove any title or survey matters objected pay money to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by third party at Closing, Seller will irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections, the Commission shall have the right, but not the obligation, to postpone attempt to remove, satisfy or otherwise cure (to Developer's satisfaction) the Closing for a period Objections within thirty (30) days of up notice. Within ten (10) business days after receipt of Developer's notice of Objections, the Commission shall give written notice to 60 days Developer informing Developer of the Commission's election with respect to the Objections. If the Commission fails to give written notice of its election within such ten (10) day business period, the Commission shall be deemed to have elected not to attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or remove such exceptions disclosure through any other means discloses a new defect in the title or defectsSurvey objection with respect to the Property after the Objection deadline, and if Seller has such new defect was not cured or removed known to the same by the end of such 60-day periodDeveloper, Purchaser Developer shall have ten (10) business days to examine the right disclosed new defect and make an Objection if Developer deems it necessary to do so. Any Objection regarding a new defect made after the Objection deadline, shall be handled as if the Objection were made prior to the Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be to either: (i) elect to terminate this Agreement by written notice to Seller given to Seller on the Commission, in which event the parties shall have no further right or before obligation under this Agreement (except for rights or obligations which expressly survive the earlier to occur termination of this Agreement); or (aii) five Business Days after such 60-day period waive the Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect. (b) To terminate this Agreement pursuant to this Section 2.2, Developer must give written notice to the cure Commission of such item, time being Developer's election to terminate not later than ten (10) business days (i) after receipt of written notice from the Commission of the essence with respect thereto. Seller shall have no obligation Commission's election not to attempt to cure Objection Matters except financing liens any Objection; (ii) after receipt of an ascertainable amount created by Sellerwritten notice from the Commission of the Commission's determination, any exceptions or encumbrances having previously elected to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected attempt to cure, remove that it is unable or insure around prior unwilling to do so; or (iii) after the expiration Commission's failure to give written notice of its election to attempt to cure any Objection. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall expire and any Objections shall be deemed to be a "Permitted Encumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an accurate survey of the Title Objection Period (or that Seller is obligated to cure) Property, shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure deemed to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:"Permitted Encumbrance".

Objections. During Seller shall have until 5:00 p.m. on the date which is five (5) business days after receipt of Buyer’s notice of Title Defects to notify Buyer whether it will attempt to cure the Title Objection PeriodDefects, Purchaser may deliver if any. Seller shall have fifteen (15) days after the end of the Due Diligence Period to Seller its objections in writing to any liens, encumbrances and other matters reflected by cure the Title Commitment or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”)Defects. If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller notifies Buyer that it will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not attempt to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section)Title Defects, Purchaser may elect either: Buyer shall either (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of providing Seller with written notice of termination by 5:00 p.m. on the date which is five (5) business days after receipt of Seller’s notice, in which event the ▇▇▇▇▇▇▇ Money shall be refunded to Buyer, all rights and obligations of the parties under this Agreement shall expire, all Due Diligence Materials and other information shall be returned to Seller three Business Days following the Seller Response Due Date; in accordance with paragraph 17(b), and this Agreement shall become null and void, or (ii) waive the Title Defects and proceed to waive such objection Closing, subject to Buyer’s right to satisfy Permitted Exceptions constituting a liquidated sum of money as set forth below. If Buyer waives its objections to the Title Defects or Buyer’s objections are deemed waived, the parties shall proceed to Closing and to complete consummate the transaction as otherwise contemplated by purchase and sale of the Properties, in which event all unsatisfied objections shall constitute Permitted Exceptions under this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall with respect to any lienPermitted Exception which constitutes a liquidated sum of money, encumbrance or other matter created by, through or under Purchaser constitute a Non-Buyer may make payment of such amount to satisfy such Permitted Exception. All liens, encumbrances Exception and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having deduct the right to apply amounts so paid from the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:due hereunder.

Objections. During Buyer shall have 20 days after the later of ▇▇▇▇▇’s receipt of the Title Commitment or a copy of the Survey (“Title Objection PeriodDeadline”) to review the Survey, Purchaser may deliver to Title Commitment, and legible copies of the title instruments referenced in them and notify Seller its of Buyer’s objections in writing to any liens, encumbrances and other of them (“Title Objections”). Buyer will be deemed to have approved all matters reflected by the Survey, and Title Commitment or the Survey (any such matters Commitment, to which Purchaser so objects, ▇▇▇▇▇ has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have approved are “Objection Matters”). Permitted Exceptions.” If Buyer notifies Seller is willing to cause the cure or removal of any of the Objection MattersTitle Objections, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's has ten days from receipt of Objection Notice Buyer’s notice to notify Buyer whether Seller agrees to cure the Title Objections before closing (the “Seller Response Due DateCure Notice”). If Seller does not respondtimely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before closing, Buyer may, within ten days after the deadline for the giving of Seller’s Cure Notice, notify Seller that either this Contract is terminated or Buyer will proceed to close, subject to Seller’s obligations to remove all liquidated liens, remove all exceptions that arise by, through, or chooses not to under Seller after the Effective Date, and cure or remedy only the Objection Matters (other than those which Title Objections that Seller is obligated has agreed to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have Cure Notice. At or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closingbefore closing, Seller will have the rightmust remove all liquidated liens, but not the obligationremove all exceptions that arise by, to postpone the Closing for a period of up to 60 days to attempt to cure through, or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by under Seller after the Signing Effective Date without Purchaser’s consentof this Contract, failure of Seller to hold fee simple title to and cure the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters Title Objections that Seller has expressly elected agreed to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:.

Objections. During the Title Objection Period, Purchaser may deliver to Seller its objections Owner will notify Option-Holder in writing to any liens, encumbrances and other matters reflected by the Title Commitment whether Owner is unable or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not unwilling to cure to Option-Holder’s satisfaction any title or remedy the Objection Matters survey objections (other than those the Permitted Title Exceptions) raised by Option-Holder (“Title Problems”), which Seller is obligated notice shall restate the effect set forth in this Section of Owner’s failure to cure respond in accordance with this Section. Owner shall be obligated to remove and discharge of record or otherwise cure to Option-Holder’s satisfaction all Title Problems (other than the Permitted Title Exceptions), Purchaser may elect either: (i) if the defects identified in the Objection Notice which have or would reasonably be expected to result timely been raised by Option-Holder and which are liens in a Material Adverse Effect on the Business fixed or Seller Properties, ascertainable amount or result from Owner’s actions. Owner’s failure to terminate this Agreement by deliver such notice to Option-Holder within ten (10) business days after delivery of written Option-Holder’s notice of Title Problems shall be deemed Owner’s refusal to Seller three Business Days following cure all of the Seller Response Due Title Problems by the Closing Date; or , excluding, however, those Title Problems which Owner is obligated hereunder to cure. If Owner has not agreed to cure all Title Problems other than those which Owner is obligated hereunder to cure, Option-Holder shall have ten (ii10) business days from receipt of Owner’s notice (or, if Owner has failed to give notice, fifteen (15) days from delivery of Option-Holder’s notice of Title Problems) either (1) to waive such objection and to complete the transaction as otherwise contemplated by this Agreementwithdraw, without any abatement liability, its exercise of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects Option by notice in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around Owner delivered prior to the expiration of such fifteen (15) day period, or (2) to accept such title as Owner can deliver without reduction or abatement of the Option Price except to the extent of Title Objection Period (or that Seller Problems which Owner is obligated hereunder to cure) shall be designated as “Non. Option-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. SellerHolder’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) timely deliver notice of termination shall be a failure deemed Option-Holder’s agreement to accept such title as Owner can deliver without reduction or abatement of a Purchaser’s closing condition under Section 10.1(b) below:the Option Price, except to the extent of Title Problems which Owner is obligated hereunder to cure.

Objections. During the Title Objection Period, Purchaser may deliver to Seller its objections in writing to any liens, encumbrances and other matters reflected by the Title Commitment or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser Buyer shall have the right to deliver one or more written notices (each, a "Title Objection Notice") to Sellers objecting to any items contained in an Update which are not Permitted Liens (each such item to which Buyer objects being an "Objection"), within ten (10) Business Days after Buyer's receipt of such Update. Failure of Buyer to provide a timely Title Objection Notice with respect to any matter contained in an Update (other than Impermissible Defects) shall be deemed Buyer's approval of such item and such item shall thereafter be deemed to be a Permitted Lien. Sellers shall notify Buyer in writing within ten (10) Business Days after receipt of a Title Objection Notice from Buyer regarding such exceptions whether Sellers elect to attempt to remove or cure any Objection set forth in such Title Objection Notice (any such matter that Sellers elect to attempt to remove or to cure being a "Seller Cure Matter"), and Sellers' failure to timely deliver such notice with respect to any Objection shall be deemed an election by Sellers not to remove or cure such Objection. If Sellers notify Buyer that Sellers have elected not to remove or cure any Objection (or are deemed to have elected not to remove or cure any Objection), then Buyer shall notify Sellers within ten (10) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Buyer elects to (y) terminate this Agreement by written notice (in which case the Deposit, and the interest accrued thereon, shall be returned to Seller given to Seller on or before Buyer and the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller Parties shall have no obligation further obligations to, or recourse against, each other (except as provided in any provision of this Agreement which is expressly stated to cure survive the termination of this Agreement), or (z) proceed to Closing, taking title subject to such Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title (in which are voluntarily created by Seller after case such Objection shall become a Permitted Lien and the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) Purchase Price shall not be designated as “Non-Permitted Exceptions”reduced; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions the failure of Buyer to timely provide such notice shall be Permitted Exceptions. Seller’s failure deemed an election by Buyer to cure, remove or insure around any Non-Permitted Exceptions at or prior proceed to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:Closing.

Objections. During the Title Objection Period, Purchaser may If Seller fails to deliver to Seller its objections in writing to any liens, encumbrances and other matters reflected a Response Notice by the Title Commitment or the Survey (any such matters Response Deadline, Seller shall be deemed to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses have elected not to cure or remedy otherwise resolve any matter set forth in the Objection Matters Notice. If Purchaser is dissatisfied with the Response Notice (other than those which Seller is obligated or Seller's failure to cure in accordance with this Sectiondeliver a Response Notice), Purchaser may may, as its exclusive remedy, elect either: by written notice given to Seller within three (i3) Business Days after the Response Deadline either (a) to accept the Title Documents and Survey with resolution, if any, of the defects identified Objections as set forth in the Objection Response Notice have (or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller if no Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this AgreementNotice is tendered, without any resolution of the Objections) and without any reduction or abatement of the Purchase Price Price, or any deduction(b) to terminate this Contract, offset, credit, lost profits or other damages or claims against in which event the Initial Deposit shall be returned to Purchaser (upon the performance of Purchaser's obligation under Section 3.5.2 to provide copies to Seller relating of all Third-Party Reports as a pre-condition to the objectionreturn of the Deposit to Purchaser). If Seller elects in writing Purchaser fails to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on give notice of its election within three (3) Business Days after the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day periodResponse Deadline, Purchaser shall be deemed to have the right elected to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and Contract as provided in clause (b) the cure of such item, time being of the essence with respect theretoabove. Seller shall have no obligation to cure Objection Matters title objections except financing liens of an ascertainable amount created by Sellerby, under or through Seller (but excluding the assessment liens in favor of PPPIC described in Section 4.4.8, which liens Seller shall cause to be released at the Closing. Seller agrees to remove any exceptions or encumbrances to title which are voluntarily created by by, under or through Seller after the Signing Date without Effective Date, and if Seller is unable or unwilling to remove such exceptions or encumbrances, then Purchaser may terminate this Contract, in which event the Deposit shall be returned to Purchaser (upon the performance of Purchaser’s consent, failure 's obligation under Section 3.5.2 to provide copies to Seller of Seller to hold fee simple title all Third-Party Reports as a pre-condition to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration return of the Title Objection Period (or that Seller is obligated Deposit to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:).

Objections. During If Purchaser has an objection to items disclosed in the Title Objection PeriodCommitment, then Purchaser may deliver to give Seller written notice of its objections within ten (10) days of full execution of the Purchase Agreement, but in writing any event not later than three (3) days before the expiration of the Inspection Period. Any exception to any liens, encumbrances title identified in the Commitment not objected to by Purchaser in the manner and other matters reflected within the time period specified in this Section 6 shall be deemed accepted by the Title Commitment or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”)Purchaser. If Seller is willing to cause the cure or removal Purchaser gives timely written notice of any of the Objection Mattersits objections, then Seller will so shall notify Purchaser in writing within five (the 5) Business Days after receipt of Purchaser’s notice (“Objection NoticeSeller's Cure Period”) within five Business Days of whether Seller elects to remove or to cause the Title Company to insure against the same. Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses ’s failure to deliver such written notice shall constitute Seller’s election not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any Purchaser’s title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect theretoobjections. Seller shall have no obligation to cure Objection Matters except expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove at Closing financing liens of an ascertainable amount created by Seller. If any objection is not satisfied during Seller's Cure Period, any exceptions or encumbrances to title which are voluntarily created by Seller then Purchaser shall elect not later then five (5) days after the Signing Date without expiration of Seller's Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s consent, failure to give such notice of Seller to hold fee simple termination on or before such date shall constitute Purchaser’s waiver of any title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters objections that Seller has expressly elected is unwilling to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cure) and such title objections shall be designated as “Non-deemed Permitted Exceptions”; provided, however, that and Closing shall occur as provided in no event shall this Agreement without any lien, encumbrance reduction of or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having credit against the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:Sales Price.

Objections. During Purchaser shall have thirty (30) days from the Title Effective Date to notify Seller of any objections to the Commitment or Updated Survey (the "Objection Period"). Seller shall have Len ( I0) business days from the date notified in writing of the particular defects claimed during the Objection Period (the "Cure Period"), to either: (I) remedy the title, (2) obtain title insurance with regard to the defect in form and substance satisfactory to Purchaser in all respects, or (3) notify Purchaser that Seller is unable or unwilling to remedy the title or obtain the title insurance, and thereafter Purchaser may elect to terminate this Agreement and receive a refund of the Deposit if Seller does not cure all such title objections, or Purchaser may elect to waive such defects and proceed with this transaction subject thereto and, provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, such liens or encumbrances shall in no event be deemed a Permitted Encumbrance and Seller shall be responsible for causing such liens or encumbrances to be paid off in full and released as of the Closing Date. If Purchaser does not notify Seller ofa particular defect within the Objection Period, then Purchaser may deliver shall be deemed to Seller its objections have approved the matters identified in writing to any liens, encumbrances the Commitment and other matters reflected by the Title Commitment or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”)Updated Survey. If Seller is willing unable or unwilling to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), title or obtain title insurance within the Cure Period and Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, elects to terminate this Agreement by delivery Agreement, the Deposit shall be refunded forthwith in full termination of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without . In the event that there are new conditions identified on any abatement of the Purchase Price updated title commitments or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating updates to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect Updated Survey which were not previously identified on the Business Commitment or Seller Propertiesthe Updated Survey, and Seller cannot thereafter cure or remove the same by Closingthen, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove in such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day periodevent, Purchaser shall have the right to terminate this Agreement by written notice to notify Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller objections which will be treated as new title defects as set forth in this Section 4.C and Purchaser shall have no obligation the right to cure Objection Matters except financing liens object lo such matters as set forth above. In the event Purchaser notifies Seller of an ascertainable amount created by Sellerany title defects as provided above, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or provided that Seller is obligated willing to cure) cure such defects and thereafter obtains title insurance endorsements to provide affirmative insurance with respect to such title defects, then in such event, Seller shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having solely responsible for the right to apply the Purchase Price or a portion thereof for cost of such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:title endorsements.

Objections. During Buyer shall review the Title Objection PeriodReport and may, Purchaser may deliver on or prior to Seller its objections in writing to any liens, encumbrances and other matters reflected by the date that is twenty (20) days from the date that Buyer receives a complete Title Commitment or the Survey Report (any such matters to which Purchaser so objects, the “Objection MattersTitle Review Period”), provide Seller and Title Company with written notice of the title exceptions that are objectionable to Buyer, in Buyer’s sole and absolute discretion (each such objectionable matter or exception considered a “Disapproved Matter”). If Buyer timely notifies Seller is willing to cause the cure or removal and Title Company of any Disapproved Matter(s) on or prior to the expiration of the Objection MattersTitle Review Period, then Seller will so notify Purchaser in writing shall, within ten (the “Objection Notice”10) within five Business Days of days following Seller's ’s receipt of Objection Notice Buyer’s written notice of Disapproved Matter(s) (the “Seller Title Response Due DatePeriod”), notify Buyer and Escrow Agent that: (i) Seller will remove or correct such Disapproved Matter as of or before the Closing, or (ii) Seller will not remove or correct any or certain Disapproved Matter(s). If Seller does not respondrespond within the Seller Title Response Period, or chooses Seller shall be deemed to have elected option (ii) above. If Seller elects, within its sole discretion, not to cure or remedy the Objection Matters (other than eliminate those which Seller is obligated objections with reference to cure in accordance with this Sectionsuch Disapproved Matter(s), Purchaser in form and substance acceptable to Buyer, in Buyer’s sole and absolute discretion, Buyer may elect either: either (iy) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; and Escrow Agent, or (iiz) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by give written notice to Seller given and Escrow Agent, agreeing to Seller accept title to the Property subject to such Disapproved Matters, in which case such Disapproved Matters shall be Permitted Exceptions (as defined in Section 4.5(d), below). If Buyer fails to deliver written notice in accordance with (y) or (z) above, Buyer shall be deemed to have elected option (y) above, in which case this Agreement shall terminate on or before the earlier to occur of day that is five (a5) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to at the expiration of the Seller Title Objection Period (or that Seller is obligated to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:Response Period.

Objections. During (a) Buyers shall have until the Title Objection Period, Purchaser may deliver Date to give Seller its objections in writing to any liens, encumbrances and other matters reflected by the Title Commitment or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing a written notice (the “Title Objection Notice”) within five Business Days of Seller's that sets forth in reasonable detail any objections that Buyers have to title or survey matters affecting the Land (the “Buyers’ Title Objections”). Seller shall have 10 days from its receipt of the Title Objection Notice (“Seller’s Title Election Period”) to give Buyers notice as to whether Seller elects to use reasonable efforts to cure the “Seller Response Due Date”)Buyers’ Title Objections by the end of the Study Period. If Seller does fails to give Buyers written notice of such election before the end of Seller’s Title Election Period, Seller shall be deemed to have elected to cure the Buyers’ Title Objections. If Seller elects during the Seller’s Title Election Period, and timely notifies Buyers in writing, not respondto attempt to cure any one or more of the Buyers’ Title Objections, or chooses such Buyers’ Title Objections shall constitute Permitted Exceptions and Buyers shall have until 10 Business Days after receipt of Seller’s notice not to cure to determine whether to take title to the Assets subject to such matters or remedy the Objection Matters (other than those which to terminate this Agreement. If Seller is obligated elects to cure in accordance with any one or more of the Buyers’ Title Objections, Seller shall have until the end of the Study Period to complete such cure, failing which Buyers shall have the option of either accepting the title as it then is or terminating this Section), Purchaser may Agreement. If Buyers elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice pursuant to Seller three Business Days following this Section 4.4(a), (i) the Seller Response Due Date; or Deposit shall be returned to Buyers, and (ii) to waive such objection Seller and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser Buyers shall have the right no further obligations or liabilities to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and each other hereunder. (b) Buyers shall be entitled to request that the cure of Title Company provide such itemendorsements to Buyers’ title insurance policies as Buyers may reasonably require, time being of the essence with respect thereto. Seller provided that (i) such endorsements or amendments shall have be at no obligation to cure Objection Matters except financing liens of an ascertainable amount created by cost to, and shall impose no additional liability on, Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Period (or that Seller is obligated to cureii) Buyers’ obligations under this Agreement shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure conditioned upon its ability to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for obtain such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:endorsements.

Objections. During Purchaser shall have until fourteen (14) business days from the issuance of the Title Commitment (the “Title Objection Period”) to review the Survey, Title Commitment and Exception Documents and deliver to Seller, in writing, such objections as Purchaser may have to anything contained or set forth in the Survey, Title Commitment and Exception Documents (“Title Objections”). Any items to which Purchaser does not object to within the Title Objection PeriodPeriod shall be deemed to be approved by Purchaser and shall be “Permitted Exceptions” (herein so called) for purposes of this Agreement. Notwithstanding the foregoing, Purchaser may deliver the items set forth as requirements in the Title Commitment, and all other items the Title Company identifies to be released upon Closing, shall be deemed objections by Purchaser. If Title Objections are timely delivered to Seller its objections in writing by Purchaser, Seller shall have ten (10) days after receipt of Purchaser’s Title Objections to any liensgive Purchaser and Title Company, encumbrances and other matters reflected by with respect to each Title Objection, either (i) evidence satisfactory to Purchaser of the removal of the Title Commitment Objection or that the Survey Title Objection will be removed or cured on or before the Closing (any in which event such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of shall be a condition precedent to Purchaser’s obligation to proceed with the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”Closing). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) written notice that Seller elects not to waive remove or cure such objection and Title Objection. Seller's failure to complete the transaction as otherwise contemplated respond to Purchaser’s Title Objections shall be deemed an election by this Agreement, without any abatement of the Purchase Price Seller not to remove or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objectioncure such Title Objections. If Seller elects in writing not to remove or cure or remove any title or survey matters objected to by Title Objection, Purchaser that are reasonably likely to result in a Material Adverse Effect on shall, within three (3) days of Seller’s election, either (i) waive such Title Objection and proceed with the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to (ii) terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being receive a refund of the essence with respect theretoE▇▇▇▇▇▇ Money. If Purchaser fails to notify Seller shall have no obligation of its election to terminate the Agreement within three (3) days of Seller’s notice not to cure a Title Objection, Purchaser shall be deemed to have elected to waive the Title Objection Matters except financing liens of an ascertainable amount created by Seller, any and proceed to Closing. All title exceptions or encumbrances to title which are voluntarily created approved or deemed approved by Seller after Purchaser shall constitute Permitted Exceptions for purposes hereof. Notwithstanding the Signing Date without Purchaser’s consentforegoing except for the Deed of Trust for the Assumed Loan and related documents, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration all matters reflected as requirements of the Title Objection Period (or that Seller is obligated Commitment, liens and items which are designated by the Title Company as matters to cure) shall be designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or satisfied prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall not constitute Permitted Exceptions and shall be discharged and satisfied by Seller prior to Closing shall not constitute a failure of a Purchaser’s closing condition under Section 10.1(b) below:Permitted Exception for purposes hereof.

Objections. During If objection to the Title Objection PeriodCommitment (and, Purchaser may deliver to Seller its objections in writing to any liensif applicable, encumbrances and other matters reflected the Survey) is made by the Title Commitment or the Survey date that is no later than five (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”5) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 business days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Inspection Period (the “Title Objection Period Period”), stating that there are Title Defects (as defined below) shown in the Commitment or the recorded exception documents or shown in the Survey (“Objections”), Seller shall have three (3) business days from Seller’s receipt of Purchaser’s Objections to either (i) remedy the Title Defects in a manner reasonably satisfactory to Purchaser in all respects, or (ii) notify Purchaser that Seller is obligated unable or not willing to cureremedy the Title Defects (“Seller’s Response”). Within two (2) business days of Purchaser’s receipt of Seller’s Response, Purchaser shall elect to either (i) terminate the Agreement, or (ii) waive such Title Defects and proceed with this transaction subject thereto (in which case, any such Title Defects shall be designated as “Non-deemed to be Permitted Exceptions”; provided) and, howeverprovided further, that in no the event that any such Title Defect(s) are Existing Encumbrances, if such defects are not paid or satisfied by Seller at or before Closing, Purchaser may, at its option, pay such amounts and receive credit against sums due to Seller at Closing. If Purchaser elects to terminate this Agreement by giving written notice thereof to Seller pursuant to option (i) in the preceding sentence, Seller and Purchaser shall be relieved of any lienand all liability hereunder, encumbrance except as provided herein. If Purchaser does not notify Seller of a particular Title Defect within the Title Objection Period, then Purchaser shall be deemed to have approved the matters identified in the Commitment and the Survey which Purchaser did not timely object to. “Permitted Exceptions” shall mean all the matters identified in the Commitment, items of record and shown in the Survey that (i) Purchaser did not timely object to, or other (ii) are waived by Purchaser pursuant to the terms of this paragraph. As used herein, a Title Defect” shall mean any material matter created bythat would (a) render title unmarketable or unfinanceable as such terms are commonly and reasonably used in the local market where the applicable individual Property is located, through or under Purchaser (b) constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are lien on the Properties which cannot designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having satisfied by the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure payment of a Purchaser’s closing condition under Section 10.1(bliquidated sum or (c) restrict the Properties from being used for the Intended Use (as defined below:). Purchaser and Seller hereby acknowledge and agree that upon receipt of the Commitment from the Title Company, the legal descriptions for the Properties provided in the Commitment shall automatically be inserted into Exhibit “A” attached hereto and made a part hereof. First American Title Insurance Company, as both Escrow Agent and Title Company, shall perform in accordance with this Agreement and separate undertakings as executed by the parties from time to time.

Objections. During Purchaser shall have ten (10 ) business days (business days are Monday through Thursday) after Purchaser’s receipt of the Commitment (or any update thereto disclosing any new defect or exception) to provide Seller with written notice of Purchaser’s objections to any exceptions raised therein, and Seller shall have five (5) business days from the date notified in writing of the particular defects claimed (the “Title Cure Period”), to attempt to either (1) cure the title defect, or (2) obtain title insurance as required above reasonably satisfactory to Purchaser, or (3) if Seller is unable or unwilling to cure an objection, to advise Purchaser of same, in which event Purchaser shall have the rights hereinafter set forth. If Seller remedies the title defect or obtains a revised Commitment reasonably satisfactory to Purchaser in all material respects within the Title Objection Cure Period, Purchaser agrees to complete the sale within five (5) business days of written notification thereof but no sooner than the Closing Date hereinafter specified. If ▇▇▇▇▇▇ is unable or unwilling to remedy the title defect or obtain title insurance within the Title Cure Period and Seller either notifies Purchaser thereof (the “Title Response”) or fails to make an election or notify Purchaser by the end of the Title Cure Period, Purchaser may deliver elect to: (a) waive such defects and proceed with this transaction, subject to Seller its objections such defects; or (b) terminate this Agreement, in writing which event the Deposit shall be refunded to Purchaser and Purchaser shall be relieved of any liensand all liability hereunder except for representations, encumbrances warranties and other matters reflected by the Title Commitment or the Survey (indemnities stated herein to survive this Agreement. Purchaser shall make any such matters to which Purchaser so objects, election no later than the “Objection Matters”). If Seller is willing to cause the cure or removal later of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if three (3) business days after the defects identified in receipt of the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Title Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to title which are voluntarily created by Seller after the Signing Date without Purchaser’s consent, failure of Seller to hold fee simple title to the Owned Properties and delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Inspection Period (or that Seller is obligated as defined in Section 7 of this Agreement). If Purchaser fails to cure) give such written notice of termination within the time required herein, it shall be designated conclusively deemed that Purchaser has elected to waive its title objections and accept them as permitted exceptions (the “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All liens, encumbrances and other matters that are not designated as Non-Permitted Exceptions shall be Permitted Exceptions. Seller’s failure to cure, remove or insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) shall be a failure of a Purchaser’s closing condition under Section 10.1(b) below:).