Common use of Permitted Exceptions Clause in Contracts

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the Title Report (“Objectionable Title Matters”) within ten (10) days after Buyer’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein, or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such Objectionable Title Matters and accept that title to the Real Property is subject thereto, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faith.

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the Title Report title report or any supplemental report within the earlier of: (“Objectionable Title Matters”) within ten (10a) days (20 days if not completed) after Buyer’s receipt of the Title Report together with copies of all exception documentspreliminary commitment for title insurance; or (b) the Feasibility Contingency Date. Upon Buyer's receipt This Agreement shall terminate and Buyer shall receive a refund of the Title Report and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion Money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections INITIALS: Buyer Date Seller Date Buyer Date Seller Date Seller shall be paid give notice, in writing, of its intent to remove all objectionable provisions before Closing. If Seller fails to give timely notice that it will clear all disapproved objections, this Agreement shall automatically terminate and Buyer shall receive a refund of the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion Money, less any costs advanced or committed for Buyer, unless Buyer notifies Seller within three (3) days that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Buyer’s notice of objections must be delivered within three (3) days of receipt of the supplemental report by ▇▇▇▇▇ and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The Closing Date shall be returned extended to the extent necessary to permit time for these notices. Buyer and neither party shall have further rights not be required to object to any mortgage or obligations pursuant to this Agreement, except as expressly provided hereindeed of trust liens, or (b) if Buyer fails to so terminatethe statutory lien for real property taxes, Buyer and the same shall not be deemed to have waived such Objectionable Title Matters and accept be Permitted Exceptions; provided, however, that title the lien securing any financing which ▇▇▇▇▇ has agreed to the Real Property is subject thereto, in which event there assume shall be no reduction in the Purchase Pricea Permitted Exception. Notwithstanding Except for the foregoing, Seller, at those provisions not objected to or for which Buyer waived its cost, objections shall be obligated referred to cure or remove by Closing all mortgages and deeds of trust against collectively as the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) .” Seller shall reasonably cooperate with Buyer and the title company to clear objectionable title matters and shall provide an affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to title existing on such form of policy and the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faith.

Permitted Exceptions. Buyer “Permitted Exceptions” shall notify Seller of any objectionable include and refer to: all matters set forth in the Title Report or any update thereto or to the Existing Survey or any update thereto that are approved or deemed approved by Purchaser pursuant to the terms of this Agreement; all matters shown on a Survey Update or update thereto (“Objectionable Title Matters”) within ten (10) days after Buyer’s receipt of or derivative exceptions shown in the Title Report together with copies or any update thereto) other than (i) a material violation of all exception documents. Upon Buyer's receipt zoning or building law, ordinance, map, resolution or regulation of a governmental authority having jurisdiction over the Property which violation materially and adversely affects the Property and the use, improvement or enjoyment thereof, or (ii) an unpermitted encroachment of an Improvement over a permanent easement, setback, buffer or transitional use area or upon adjacent property, or a material violation by Seller of that certain Declaration of Rights, Restrictions and Easements recorded in Book 2647 Page 741 of the Title Report and copies registry (as amended by that certain Amendment recorded as instrument number 2011015016 of all exception documentsthe registry) or Stormwater Facility Agreement recorded in Book 6878 Page 708 of the registry, Buyer shall promptly provide that is materially adverse to the Project, and, in either case of (i) or cause (ii), for which affirmative coverage is not obtainable from the Title Company to provide) for a reasonable cost (provided, however, that if such coverage is obtainable at a reasonable cost or at no cost to Seller from a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and national title company other matters appearing in than the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any Company, such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller matter shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Mattersbe a Permitted Exception); all zoning and building laws, ordinances, maps, resolutions, and regulations of all governmental authorities having jurisdiction which Seller may so do in its sole discretionaffect the Property and the use, unless Seller, within four (4) days after receipt improvement or enjoyment thereof; the Leases; matters affecting title created by or with the consent of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is Purchaser; matters deemed to refuse to cure said Objectionable be permitted exceptions hereunder, including, but not limited to, the Condominium Conversion Agreement and any exception the Title Matters), Buyer Company may (a) terminate this Agreement prior to the expiration take in respect of the Financing Contingency PeriodPunch List Work, if any, to be completed after closing in accordance with Paragraph 4.6; liens to secure taxes and assessments not yet due and payable; and, other matters which event do not materially and adversely affect the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to use, occupancy, development or value of the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein, or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such Objectionable Title Matters and accept that title to the Real Property is subject thereto, in which event there shall be no reduction in the Purchase PriceProperty. Notwithstanding the foregoing, Seller, Seller shall remove at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment sole cost and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, expense on or prior to the Closing Date, all Mandatory Cure Items which Date and there shall in no event not be deemed treated as Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds Exceptions the lien of the deed of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested given by Seller for the benefit U.S. Bank, National Association, dated as of November 29, 2011 and recorded in good faiththe office of the Register of Deeds of Durham County on November 30, 2011 as instrument number 2011036476.

Permitted Exceptions. Buyer Purchaser shall notify Seller of any objectionable matters in the Title Report (“Objectionable Title Matters”i) within ten (10) days after Buyer’s receipt of the Title Report together confer with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company and Seller to provideattempt to agree on which (A) liens, encumbrances or other exceptions to Seller a copy title (the “Title Exceptions”), and (B) encroachments by improvements on adjoining properties onto or over the Land, any encroachments of same. If Buyer fails the Improvements onto or over adjoining properties, setback lines or easements (to so notify Seller of any such Objectionable Title Mattersthe extent in violation thereof) or other survey defects (the “Survey Defects”), all exceptions shall constitute “Permitted Exceptions” to title to the Real Property (the “Permitted Exceptions”), and other matters appearing in (ii) obtain from the Title Commitment existing at Company pro forma title insurance policies, including all endorsements thereto and all other insurance provisions required by Purchaser in such title insurance policies (the expiration of “Pro Forma Title Policies”), or enter into a side letter agreement with Seller setting forth which Title Exceptions and Survey Defects shall constitute the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined belowthe “Title and Survey Side Letter”). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but Purchaser shall have no obligation to, remove or cure such Objectionable notified Seller and the Title Matters Company of all Title Exceptions and Survey Defects to which it objects on or prior to Closing. Seller shall be deemed January 5, 2015 (the “Title and Survey Objection Deadline)”, but is not able to have given notice obtain Pro Forma Title Policies or Title and Survey Side Letter acceptable to Buyer that Seller refuses to cure any such Objectionable Title MattersPurchaser, which Seller may so do in its sole and absolute discretion, unless Sellerprior to January 15, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing 2015 (the “Seller’s Title Noticeand Survey Review Deadline”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) Purchaser shall have the right to terminate this Agreement prior to the expiration of the Financing Contingency PeriodAgreement, in which event case the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid refunded to the Seller Purchaser, and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party Parties shall have no further rights or obligations pursuant to under this Agreement, except as those which expressly provided herein, survive such termination. If Purchaser (i) does not notify Seller and the Title Company of all Title Exceptions and Survey Defects to which it objects on or prior to the Title and Survey Objection Deadline or (bii) if Buyer fails does not obtain Pro Forma Title Policies or a Title and Survey Side Letter acceptable to so terminatePurchaser, Buyer in its sole and absolute discretion, prior to the Title and Survey Review Deadline and does not terminate this Agreement pursuant to this Section 5.3(a), Purchaser shall be deemed to have waived such Objectionable all objections to any Title Matters Exceptions disclosed in the Title Commitments and accept that title to Survey Defects disclosed in the Real Property is subject theretoSurveys, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages case such Title Exceptions and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following Survey Defects shall be deemed “to be Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faith.

Permitted Exceptions. (a) Buyer and Seller each shall notify Seller use good faith, due diligence and reasonable efforts to cause the Title Company to deliver to Buyer within three (3) business days after the Effective Date, a current preliminary (title) report with respect to the Property (the “Title Report”) and (by hard copy or functional hyperlink) one legible copy of any objectionable matters each underlying recorded document shown as an exception in the such Title Report (said Title Report and said underlying documents being referred to herein as the “Objectionable Title MattersDocuments”). Buyer's title to the Property shall be insured by the Title Company by means of the Title Policy (as defined in Section 8.2.6 below). (b) within ten On or prior to expiration of the Review Period (10) days after said period commencing upon Buyer’s receipt of the Title Report together with copies Documents and ending on expiration of all exception documents. Upon Buyer's receipt the Review Period also being referred to herein as the “Title Review Period”), Buyer shall notify Seller in writing (the “Buyer Title Notice”) of those exceptions indicated on the Title Report that Buyer approves and copies of all exception documents, those exceptions that Buyer shall promptly provide (or cause the Title Company to provide) to Seller a copy of samedisapproves. If Buyer fails to so notify deliver a Buyer Title Notice to Seller of any such Objectionable Title Matters, all exceptions and other matters appearing in within the Title Commitment existing at Review Period identifying any exceptions indicated on the expiration of the Financing Contingency Period Title Report approved by Buyer, then all such items shall be deemed accepted approved by Buyer. The Declaration of Covenants, Conditions and Restrictions for Palm Bluffs Corporate Center, as amended, and the Declaration of Restrictions for Three Points at Palm Bluffs, as amended, shall be Permitted Exceptions, and Buyer will comply with the provisions thereof and all design guidelines associated with such documents following the Close of Escrow. Any exceptions indicated on the Title Report and approved by Buyer and included as shall constitute permitted exceptions ("Permitted Exceptions (as defined below)Exceptions") in connection with the issuance of the Title Policy. If Buyer timely notifies disapproves any exceptions indicated on the Title Report (“Disapproved Exceptions”), then Seller shall have five (5) calendar days after receipt of a Buyer Title Notice to advise Buyer in writing of any such Objectionable Title Matters Disapproved Exceptions that Seller is unable or unwilling to remove at the close of Escrow (such writing other than the lien of deeds of trust or other monetary obligations, which automatically shall be deemed Disapproved Exceptions and which Seller shall be required to remove at the close of Escrow) (“BuyerSeller’s Title NoticeResponse”), Seller, in . If Seller fails to deliver a written Seller’s sole discretionTitle Response within said five (5) calendar days, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. then Seller shall be deemed to have given notice to provided Buyer with a Seller’s Title Response that notifies Buyer that Seller refuses is unable or unwilling to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt remove at the close of Buyer’s Title Notice, shall notify Buyer in writing (Escrow the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title MattersDisapproved Exceptions. If Seller’s Title Notice Response indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse indicate) that there are Disapproved Exceptions that Seller is unable or unwilling to cure said Objectionable remove at the Closing, then, after receiving Seller’s Title Matters)Response up until the Outside Closing Date, Buyer may (a) shall either terminate this Agreement prior by written notice to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned Title Company or waive Buyer’s objections to such Disapproved Exceptions. If Buyer and neither party shall have further rights or obligations pursuant fails to timely terminate this Agreement, except as expressly provided herein, or (b) if Buyer fails to so terminate, then Buyer shall be deemed to have waived such Objectionable Title Matters and accept that title its objections to the Real Property is subject thereto, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Disapproved Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not timely elect to terminate this Agreement in accordance with Agreement, then the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure Deposit shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything returned to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliatesBuyer, and (3) any judgment lien the parties shall thereafter have no obligations under this Agreement or attachment being contested by Seller in good faithadditional liability to one another except as expressly set forth herein.

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the Title Report (“Objectionable Title Matters”) within ten (10) days after Buyer’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein, or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such Objectionable Title Matters and accept that title to the Real Property is subject thereto, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faith.

Permitted Exceptions. Buyer As used in this Agreement, the term "Permitted Exceptions" shall notify Seller of any objectionable mean (a) all matters disclosed in the Title Report (“Objectionable Documents and to which CBL/OP does not raise a Title Matters”) within ten (10) days after Buyer’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement Objection prior to the expiration of the Financing Contingency PeriodTitle Objection Deadline, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights or, having objected, CBL/OP waives or obligations pursuant to this Agreement, except as expressly provided herein, or (b) if Buyer fails to so terminate, Buyer shall be is deemed to have waived such Objectionable Title Matters and accept that title to the Real Property is subject thereto, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of Section 4.3.2 above; (b) any new title exceptions first raised by the Title Company in any modification, update, recertification or amendment to the Title Commitment issued after the Effective Date and to which CBL/OP does not raise an Additional Title Objection within the prescribed time, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of Section 4.3.3 above; (c) any liens or encumbrances relating to the Closing Date Debt; (d) the Ground Lease; (e) all existing Tenant Leases, all new Tenant Leases and amendments, modifications, supplements and extension to any of the foregoing which are entered into following the Effective Date and are permitted pursuant to this Agreement, and the rights of Tenants in possession thereunder, as tenants only; (f) the Operating Agreement; (g) any financing statements, chattel mortgages or other liens and encumbrances relating to financing obtained by Tenants and encumbering only the property of Tenants; (h) any Survey Exceptions unless objected to by CBL/OP in accordance with Section 74.3.2 above; (i) non-delinquent Real Estate Taxes (including liens for community facilities districts, any Objectionable Title Matters business improvement districts or local improvement districts) for the fiscal year in which Seller refuses to cure shall be deemed “Permitted Exceptions”the Closing occurs; (j) all zoning restrictions, regulations and requirements, all building codes and all other applicable laws, ordinances and governmental regulations affecting the Property; and (k) all matters directly or indirectly caused by CBL/OP or arising through CBL/OP. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller liens and encumbrances for the payment of any non-delinquent community facilities district taxes, business improvement district charges and/or any local improvement district levies and special assessments shall not be required discharged at Closing and shall not be an objection to cure and satisfy, on or prior title (subject to the Closing Date, all Mandatory Cure Items which shall proration of the current installments thereof as provided in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faithSection 6.2 below).

Permitted Exceptions. If Buyer shall notify Seller disapproves of any objectionable matters in the Title Report title exception as described above, Seller will have three (“Objectionable Title Matters”3) within ten (10) business days after Buyer’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt written notice of the Title Report and copies of all exception documents, disapproved exception(s) to notify Buyer shall promptly provide (that Seller will attempt to have the disapproved exception(s) removed prior to Closing or insured over or that Seller will not cause the Title Company exception to provide) be removed or insured over. Seller's failure to Seller a copy of same. If Buyer fails to so notify Seller of any deliver such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall notice will be deemed to mean that the exception(s) will not be removed or insured over. If Seller elects, or is deemed to have given elected, not to have any disapproved exception removed or insured over, Buyer will have three (3) business days from the receipt of Seller's notice either to (i) to have the disapproved exception removed or insured over, or (ii) to waive its disapproval of such exception(s) and agree to purchase the Real Property subject to the disapproved exception(s). Buyer's failure to have the exception removed or insured over or to deliver such notice will be deemed an election of Buyer to terminate this Agreement. All exceptions that Buyer has approved hereunder, either by Buyer's actual approval or actual waiver of a disapproval, will be termed the "Permitted Exceptions". If Seller refuses to cure any such Objectionable Title Matterselects, which Seller may so do in its sole discretion, unless Sellerto have a disapproved exception removed or insured over to Buyer's reasonable satisfaction, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt be obligated to use diligent, good faith efforts to have that exception removed or refuse insured over to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or Buyer's reasonable satisfaction, and if Seller is deemed cannot have the exception removed or insured over to refuse Buyer's reasonable satisfaction, by the Closing, Seller will so notify Buyer, and Buyer will have the right either to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior Agreement, (b) have the exception removed or insured over to Buyer's reasonable satisfaction, and proceed to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided hereinClosing, or (bc) if Buyer fails to so terminate, Buyer shall be deemed to have waived such Objectionable Title Matters waive its disapproval of that exception and accept that title to purchase the Real Property is subject thereto, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faithit.

Permitted Exceptions. Buyer 4.2.1 Effective as of the Closing Date, but conditioned upon Closing, Escrow Agent shall notify Seller issue to Purchaser Escrow Agent’s A.L.T.A. Owner’s Policy of any objectionable matters in the Title Report Insurance (standard coverage) (“Objectionable Title Matters”) within ten (10) days after Buyer’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title NoticePolicy”), Seller, with the liability under the Title Policy to be in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior an amount equal to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein, or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such Objectionable Title Matters and accept that title to the Real Property is subject thereto, in which event there shall be no reduction in the Purchase Price. Notwithstanding , insuring the foregoing, Seller, at its cost, shall be obligated fee title in such Property as vested in Purchaser subject only to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and following matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days affecting title (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: ): (ia) the exceptions to All matters and Objections affecting title existing on the effective date and survey of the Property (a) not objected to by Purchaser in a properly delivered Title Commitment Notice, (b) that Seller does not expressly agree to cure pursuant to Section 4.1.2 and 4.1.3 above, or agrees to attempt to cure but fails to effect such cure prior to Closing, and (c) otherwise approved by Buyer in writing, or deemed approved by Buyer, Purchaser pursuant to Section 4.1. (b) Any supplemental property taxes assessed as provided in this Section 7; a result of the sale of the Property by Seller to Purchaser; (iic) The lien of non-delinquent real and personal property taxes and assessments which are a lien but not yet payable; assessments;; (iiid) Discrepancies, conflicts in boundary lines, shortages in area, encroachments, and any title exceptions caused, consented state of facts shown on the Survey (or if Purchaser fails to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would cause the Survey to be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or delivered prior to the Closing Approval Date, all Mandatory Cure Items those that would have been shown on the Survey) or which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds an inspection of trust against the Property would disclose and which are not shown by the public records; (ze) any mechanic’sRights of parties in possession, materialman’s or supplier’s liens resulting from work performed at unrecorded leases and the rights of tenants thereunder, rights of holders of security interests on personal property installed upon the Property by Seller which are disclosed to Purchaser (and if disclosed following the Approval Date, accepted in writing by Purchaser), easements, or on behalf claims of Sellereasements not shown by the public records with respect to which Seller has provided copies of the applicable documents to Escrow Agent and to Purchaser with the Due Diligence Materials as provided herein (and if provided following the Approval Date, but excluding accepted in writing by Purchaser); (1f) Governmental laws, regulations, statutes, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Property or any liens for real property taxes not yet due part thereof, including, without limitation, zoning ordinances (and payableamendments and additions relating thereto), as amended, and any violations by the Property of any of foregoing; and (2g) matters Any exceptions created by Buyer Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Property by Purchaser or by its affiliatesagents, and (3) any judgment lien or attachment being contested by Seller in good faithemployees and/or contractors.

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters The exceptions to title disclosed in the Title Report Commitment, including any standard printed exceptions that the Title Company will not omit, other than (a) those title exceptions to which Buyer has tendered an objection in a New Buyer Objection which are not subsequently cured or waived and (b) any delinquent taxes or assessments, shall be the “Objectionable Title Matters”Permitted Exceptions” hereunder. Furthermore, (A) within ten the matters set forth on Schedule D shall constitute Permitted Exceptions for all purposes hereunder and (10B) days after Buyer’s receipt Buyer agrees that Buyer shall not be permitted to deliver a New Buyer Objection to either that certain Easement contained in Deed Book 4201, Page 197 or that certain Right of Way in Deed Book 4900, Page 140. Notwithstanding anything to the contrary contained herein, Seller shall discharge and remove (i) Mandatory Cure Liens and (ii) any and all Other Liens affecting the Property which secure an obligation to pay money (other than installments of real and personal property taxes and liens for special improvements not delinquent as of the Title Report together Closing), and such Mandatory Cure Liens and Other Liens shall not be Permitted Exceptions (whether or not Buyer expressly objects thereto); provided, however, Seller shall not be obligated to expend more than $220,000.00 in connection with copies of all exception documents. Upon Buyer's receipt the discharge and removal of the Title Report Other Liens (unless such Other Liens were caused by a breach of a covenant or representation of Seller under this Agreement). In the event the cost to discharge and copies of all exception documentsremove the Other Liens would exceed $220,000.00 (and Seller, prior to Closing, does not agree to pay the entire cost to so discharge and remove such Other Liens), Buyer shall promptly provide have the right either to (or cause A) waive such Other Liens and proceed to Closing with a credit against the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and other matters appearing Purchase Price in the Title Commitment existing at the expiration amount of the Financing Contingency Period $220,000.00, in which event such Other Liens shall be deemed accepted by Buyer and included as constitute Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. and Seller shall be deemed to have given notice to provide Buyer that Seller refuses to cure any such Objectionable Title Matterswith a credit against the Purchase Price in the amount of $220,000.00, which Seller may so do in its sole discretion, unless Seller, within four or (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (aB) terminate this Agreement prior (in addition to the expiration exercising any other remedies that Buyer may have under this Agreement if such Other Liens were caused by a breach of the Financing Contingency Perioda covenant or representation of Seller under this Agreement), in which event event, (a) Escrow Agent shall return the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion Deposit to Buyer, (b) Seller shall be paid to responsible for the Seller and charges of Escrow Agent (except as otherwise set forth in the Refundable Initial ▇▇▇▇▇▇▇ Money Portion Escrow Agreement), (c) Buyer shall be returned to Buyer responsible for the charges of the Title Company, and (d) this Agreement shall terminate automatically and be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination of this Agreement). At or prior to Closing, except as expressly provided hereinSeller shall fulfill requirements 6, or (b) if Buyer fails to so terminate14, Buyer shall be deemed to have waived such Objectionable Title Matters 15 and accept that title to the Real Property is subject thereto, 16 set forth in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Schedule B – Section 7. The following shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date I of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faithCommitment.

Permitted Exceptions. Buyer The Land, its appurtenances and the Improvements shall notify Seller be conveyed by Highwoods to GT Gateway free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions and restrictive covenants, except the following Permitted Exceptions: (i) Public utility easements and rights-of-way in customary form, so long as no Improvements are located thereon and they do not interfere with the use of the Property for office, warehouse and related commercial purposes permitted by the Lease or materially affect the value of the Property; (ii) Zoning and building laws or ordinances, provided they do not prohibit the use of the Property for office, warehouse and related commercial purposes permitted by the Lease and so long as the Property is in compliance with same; (iii) Ad valorem real estate taxes for any objectionable year in which they are not yet due and payable as of the date of Closing; and (iv) Those matters which GT Gateway has elected to accept; (v) Items shown on the Survey and not objected to by GT Gateway or waived by GT Gateway in accordance with Section 4(a) hereof. (vi) Those Permitted Exceptions listed on Exhibit D, so long as they to not interfere with the use of the Property for office, warehouse and related commercial purposes permitted by the Lease or materially affect the value of the Property. If, in the Title Report (“Objectionable Title Matters”) within ten (10) days after Buyeropinion of GT Gateway’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documentscounsel, Buyer shall promptly provide (or cause GT Gateway is not able to procure an owner’s title insurance commitment from the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt complying with the requirements of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇, ▇▇ ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights the option of taking title “as is” and consummating the Closing, or obligations pursuant to terminating this Agreement, except as expressly provided herein, or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such Objectionable Title Matters and accept that title . Notwithstanding any other provision contained herein to the Real Property contrary, if the title defect(s) which may include, without limitation, a Disapproved Exception, is subject theretoa mortgage, in lien, judgment, assessment, unpaid taxes or tax which event there can be cured by a monetary payment (and with respect to which affirmative title insurance coverage is not available at the Title Company’s standard rates) GT Gateway has, and shall be no reduction in have, the absolute right of making such payment and reducing the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or Price by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faithlike amount.

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the Title Report (“Objectionable Title Matters”) title report or any supplemental report within ten (10) days after Buyer’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) earlier of: 20 days after receipt of Buyer’s Title Notice, the preliminary commitment for title insurance; or the Feasibility Contingency Date. This Agreement shall notify terminate and Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration shall receive a refund of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections Seller shall be paid give notice, in writing, of its intent to remove all objectionable provisions before Closing. If Seller fails to give timely notice that it will clear all disapproved objections, this Agreement shall automatically terminate and Buyer shall receive a refund of the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion money, less any costs advanced or committed for Buyer, unless Buyer notifies Seller within three (3) days that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Buyer’s notice of objections must be delivered within three (3) days of receipt of the supplemental report by ▇▇▇▇▇ and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The Closing Date shall be returned extended to the extent necessary to permit time for these notices. Buyer and neither party shall have further rights not be required to object to any mortgage or obligations pursuant to this Agreement, except as expressly provided hereindeed of trust liens, or (b) if Buyer fails to so terminatethe statutory lien for real property taxes, Buyer and the same shall not be deemed to have waived such Objectionable Title Matters and accept be Permitted Exceptions; provided, however, that title the lien securing any financing which ▇▇▇▇▇ has agreed to the Real Property is subject thereto, in which event there assume shall be no reduction in the Purchase Pricea Permitted Exception. Notwithstanding Except for the foregoing, Seller, at those provisions not objected to or for which Buyer waived its cost, objections shall be obligated referred to cure or remove by Closing all mortgages and deeds of trust against collectively as the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) .” Seller shall reasonably cooperate with Buyer and the title company to clear objectionable title matters and shall provide an affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to title existing on such form of policy and the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faith.

Permitted Exceptions. Buyer “Permitted Exceptions” shall notify Seller of any objectionable matters in the Title Report (“Objectionable Title Matters”) within ten (10) days after Buyer’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report mean and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company refer to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all those exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters set forth on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein, or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such Objectionable Title Matters and accept that title to the Real Property is subject thereto, in which event there shall be no reduction in the Purchase PriceSchedule 4 attached hereto. Notwithstanding the foregoing, Seller, Seller shall remove at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment sole cost and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, expense on or prior to the Closing Date, all Mandatory Cure Items which Date (without Purchaser being required to object to same) and there shall in no event not be deemed treated as a Permitted Exceptions. The term Exception the following (the “Mandatory Cure Removal Items” shall mean”): (a) (i) all mortgages, collectivelyassignments of leases and rents, UCC-1 financing statements or other security interests encumbering the Property, including, without limitation, the lien of the mortgages given by Seller for the benefit of Prudential Affordable Mortgage Company, LLC (the “Existing Financing”), (yii) all mortgages delinquent installments of real estate taxes and deeds of trust against assessments, (iii) mechanics or materialmans liens created by, through or under Seller and encumbering the Property and (ziv) tax liens, judgement liens or any other liens or encumbrances against the Property credited by, through or under Seller and securing the payment of money of an ascertainable amount, that are not included in clauses (a)(i), (a)(ii) or (a)(iii) of this Section 3.3 and (b) any mechanic’sliens, materialmanexceptions or encumbrances which are voluntarily created by, under or through Seller after the Date of this Agreement without Purchaser’s consent. If Seller fails or supplier’s liens resulting from work performed is unable to cure the Mandatory Removal Items on or before Closing such failure shall constitute a default of Seller hereunder and the provisions of Section 9.2 hereof shall apply, provided, however, at the Property by or on behalf option of Seller, but excluding (1) amounts which Seller is obligated to pay in connection with Seller’s removal of the Mandatory Removal Items may be paid out of proceeds from the Purchase Price, provided, further, that Title Company duly omits from Owner’s Title Policy any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faithexceptions thereof.

Permitted Exceptions. Buyer On or before ten (10) business days after all of the Commitment, the Title Review Documents, and the Survey have been delivered, Purchaser shall provide Seller with written notice of any objections which Purchaser has to exceptions shown on the Commitment or any condition of the Property as revealed by the Survey. All objections raised by Purchaser in the manner herein provided are hereafter called “Objections.” Seller shall have no obligation to cure or remove any Objections, but, Seller shall notify Seller of any objectionable matters Purchaser in the Title Report (“Objectionable Title Matters”) writing within ten (10) days after Buyer’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) business days after receipt of Buyer’s Title Noticethe Objections as to which Objections Seller will cure. Purchaser may, shall notify Buyer in writing on or before five (the “5) business days after Seller’s Title Notice”) that Seller will either attempt or refuse delivery to cure Purchaser of such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters)notice, Buyer may (a) terminate this Agreement prior to in its entirety by giving Seller written notice of termination. Thereafter, the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇E▇▇▇▇▇▇ Money Portion shall be paid returned to Purchaser except for the sum of $100 which will be delivered to Seller as independent consideration hereunder, and Seller and Purchaser shall be released and relieved of further obligations, liabilities and claims hereunder except for the Refundable Initial ▇Post Termination Obligations (defined below) which will survive such termination. If Purchaser fails to give written notice of termination within such five (5) business day period, all Objections that Seller refuses to cure shall be deemed waived. Seller shall cure all Objections Seller represents it will cure and in no event shall such Objections remain uncured five days prior to Closing. If Seller fails to cure such Objections within said five (5) day period, Closing shall be extended for thirty (30) days, and if such Objections remain uncured after such extension, Purchaser’s sole and exclusive remedy shall be either: A. to terminate this Agreement; have the E▇▇▇▇▇▇ Money Portion returned to it, less the independent consideration; and Seller shall be returned obligated to Buyer pay Purchaser within thirty (30) days after such election is made by Purchaser the out of pocket costs and neither expenses incurred by Purchaser after the Effective Date for third party shall have further rights or obligations pursuant contractors, consultants and attorneys regarding the Property provided that Purchaser provides Seller reasonable documentation of such costs that are incurred after the Effective Date; or B. to this Agreement, except as expressly provided herein, or (b) if Buyer fails enforce specific performance of Seller’s agreement to so terminate, Buyer shall be deemed cure such Objections; or C. to have waived such Objectionable Title Matters and accept that title proceed to the Real Property is subject theretoClosing, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following such Objections shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faithwaived.

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the Title Report (“Objectionable Title Matters”) within ten (10) days after Buyer’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company Attached as EXHIBIT "3" to provide) to Seller this Agreement is a copy of same. If Buyer fails to so notify Seller a preliminary title report dated as of any such Objectionable Title MattersFebruary 13, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing 2003 (the “Seller’s "Lot 3 Title Notice”Report") that Seller will either attempt or refuse to cure such Objectionable covering the Property, issued by Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters)Guaranty of Hawaii, Buyer may (a) terminate this Agreement prior Inc. Optionee acknowledges that, as provided in and pursuant to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇▇▇, ▇▇ Money Portion has received copies of all recorded documents and maps referenced in the Lot 3 Title Report, other than documents related to the Amfac Mortgages (as defined in Section 9(a)(ii) below). Attached as EXHIBIT "4" to this Agreement is a list of exceptions, reservations, easements, and other items which NB 3 proposes shall be returned recited or referenced in the Deed as permitted encumbrances or exceptions to Buyer title and neither party exclusions from NB 3's limited warranty under the Deed. If Optionee disapproves of any items listed in Exhibit "4" or any other exceptions or defects discovered by Optionee through its investigation of the state of the title to the Property, Optionee may, at its discretion, inform NB 3 of such disapproval by delivering written notice (the "Title Notice") thereof to NB 3 no later than sixty calendar days prior to the Expiration Date (and in no event later than ten days prior to Optionee's delivery of the Notice of Exercise). The Title Notice shall have further rights specify in detail the disapproved item(s), exception(s) and defect(s) (the "title defect"). Upon receipt of the Title Notice, NB 3 shall, at its option, notify Optionee in writing, delivered to Optionee no later than twenty calendar days prior to the Expiration Date, either: (i) that NB 3 shall agree to cure or obligations pursuant otherwise remove the title defect from title and the Deed prior to this Agreement, except as expressly provided herein, the Closing Date; or (bii) that NB 3 shall not or cannot cure or otherwise remove the title defect, in which case, if Buyer fails to so terminateOptionee delivers the Notice of Exercise, Buyer Optionee shall be deemed to have waived such Objectionable Title Matters rescinded its disapproval of the title defect. Optionee agrees that NB 3 has no obligation to cure any title defect, except that NB 3 shall discharge from the Property the Amfac Mortgages and accept that any other mortgages, deeds of trust, attachments and monetary liens (excepting, however, any mortgages and liens affecting the grantee's interest under the Grant of Lot 4 Access Easement (as defined in Section 10(c)(xx) below)) ("Monetary Liens"). Except for Monetary Liens, Optionee shall be deemed to have approved all items listed in Exhibit "4" and all other exceptions and defects affecting or encumbering the title to the Real Property is subject thereto, in which event there shall be no reduction existing as of the date of Optionee's effective exercise of the Option and not expressly and specifically disapproved in the Purchase Pricemanner provided above in this subsection 6(b). Notwithstanding All such approved items are referred to in this Agreement as the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “"Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faith."

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the Title Report (“Objectionable Title Matters”) within ten (10) days after Buyer’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company to provide) to Seller Attached hereto as Exhibit E is a copy of same. If Buyer fails to so notify Seller a preliminary report of any such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein, or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such Objectionable Title Matters and accept that title to the Real Property is subject thereto, in which event there shall be no reduction (the “Preliminary Report”) issued by the Title Company. Except as provided in the Purchase Price. Notwithstanding next sentence, all matters described in the foregoingPreliminary Report and in Section 3.7.5, Seller, at its cost, shall be obligated to cure or remove by Closing together with all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters title conditions created by Buyer or resulting from the acts of Buyer or its agents or representatives, are referred to herein as the “Permitted Exceptions.” Permitted Exceptions do not include (i) any judgment lien, delinquent taxes, bonds or assessments which result solely from Seller’s actions or omissions; (ii) any deed of its affiliates and trust, and/or any judgement other lien or attachment being contested encumbrance representing monies owed; (iii) any liens, encumbrances, or other claims and interests which have been placed upon or against the Property after the date of the Preliminary Report voluntarily by Seller; (iv) any exception relating to Seller’s authority to enter into and/or perform this Agreement and/or the authority of any person or persons executing this Agreement on behalf of Seller or (v) Exceptions numbered 6, 8 and 9 on the Preliminary Report relating to prior leases at the Property or (vi) Exception number 12 on the Preliminary Report relating to a lien for personal property taxes. Seller shall cause all of the items described in good faiththe preceding sentence, to be eliminated or cured by endorsement (provided that such endorsement includes the agreement of the title company to issue the same coverage to subsequent owners and encumbrances of the Property without charge) at Seller’s expense on or before the Close of Escrow. The Closing may removal or elimination of any other title exception reflected in the Preliminary Report shall be extended by a matter solely between Buyer and Title Company. Any references to property taxes, bonds and/or assessments shall be subject to, and shall not relieve Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate from, Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) and/or Seller’s obligation with respect to the exceptions to title existing on proration of such items at the effective date Close of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, Escrow as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey 3.12. After the expiration of the Real PropertyDue Diligence Period, except as provided in Section 3.7.5, Buyer has no right to terminate or cancel this Agreement or delay the Closing Date in order to obtain the title endorsements or elimination of exceptions that Buyer may desire. If Buyer does not may elect to terminate this Agreement in accordance with the provisions of this Section 7obtain an ALTA extended coverage owner’s title policy, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to so long as the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes is not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faithdelayed as a result.

Permitted Exceptions. (a) On or prior to the Effective Date, Seller shall request that the Title Company prepare and deliver to Buyer a title commitment (the “Title Report”) together with copies of all underlying documents relating to title exceptions referred to therein (“Exception Instruments”). In addition, Buyer shall notify Seller have the right to obtain an updated survey of the Property complying with the ALTA/NSPS 2016 standards (the “Survey”). Buyer shall provide a copy of the Survey, which shall be certified to the Title Company, Buyer and Seller, to Seller. Buyer shall pay the entire cost of the Survey. Buyer shall have the right to object to any objectionable matters in shown on the Title Report or Survey, or in the Exception Instruments, by notice to Seller at any time during the Contingency Period, which objections shall be deemed to be included within the Objections provided for in Section 4.2(b). Seller shall not be obligated to cure any such matters, except as may be otherwise provided in Section 4.2(c) or elsewhere in this Agreement or as may be agreed in writing by Seller. (“Objectionable Title Matters”b) within ten Not later than (10i) five (5) business days after Buyer’s receipt of the Title Report together Report, Exception Instruments and Survey, or (ii) seven (7) days prior to the last day of the Contingency Period, whichever occurs first (the “Title Review Date”), Buyer shall furnish Seller with copies a written statement of all exception documentsobjections, if any, to the title to the Property, including, without limitation, any objections to any matter shown on the Survey (collectively, “Objections”). Upon Buyer's receipt of In the event the Title Company amends or updates the Title Report and copies of all exception documentsafter the Effective Date (each, a “Title Report Update”), Buyer shall promptly provide (or cause the Title Company to provide) to furnish Seller with a copy of same. If Buyer fails to so notify Seller written statement of any Objections to any matter first raised in a Title Report Update within three (3) days after its receipt of such Objectionable Title MattersReport Update (each, all exceptions and other matters appearing in the a “Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined belowUpdate Review Period”). If Should Buyer timely notifies fail to notify Seller in writing of any such Objectionable Objections to any matter first disclosed in a Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or Report Update prior to Closing. Seller the Title Update Review Period, as applicable, Buyer shall be deemed to have given notice approved such matters which shall be considered to Buyer that be “Permitted Exceptions” as defined in Section 4.3 below. (c) If Seller refuses to cure any such Objectionable Title Mattersreceives a timely Objection in accordance with Section 4.2(b) (“Buyer’s Notice”), which Seller may so do in its sole discretionshall have the right, unless Sellerbut not the obligation (except as hereafter provided), within four three (43) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing Notice (the “Seller’s Title NoticeResponse Period”), to elect to cure any such matter upon written notice to Buyer (“Seller’s Response”), and may extend the Closing Date for up to fifteen (15) business days to allow such cure. If Seller does not give any Seller’s Response within such 3-day period, Seller shall be deemed to have elected not to cure any such matters. Notwithstanding the foregoing or the provisions of Section 4.2(d), or any other provision of this Agreement, to the contrary, Seller shall in any event be obligated (whether or not Buyer objects to same) to cure and satisfy at or before Closing all matters, items or requirements (collectively, “Liens”) (i) that are mortgage or deed of trust liens or security interests against the Property, in each case granted by Seller (and not tenants of the Property or other third parties); (ii) real estate tax liens, other than liens for taxes and assessments not yet delinquent, or (iii) that have been voluntarily placed against the Property by Seller, or that are any other monetary lien of a liquidated amount encumbering the Property created by Seller or resulting from any work performed at the direction of Seller (and not tenants of the Property or other third parties) and that are not otherwise permitted pursuant to the provisions hereof. Seller shall be entitled to apply the Purchase Price towards the payment or satisfaction of such liens at Closing, and may cure any Objection to a monetary lien by filing the appropriate bond (provided such bond enables the Title Company to remove such exception from the Title Policy or to insure against such matter) or causing the Title Company, at Seller’s sole cost and expense, to fully insure against such matters. (d) If Seller elects (or is deemed to have elected) not to cure any Objections (other than Liens) raised in any Buyer’s Notice timely delivered by Buyer to Seller pursuant to Section 4.2(b) or if Seller notifies Buyer that it elects to cure any such Objection (other than Liens) but then does not for any reason effect such cure on or before the Closing Date as it may be extended hereunder, then Buyer, as its sole and exclusive remedy, shall have the option to either (A) waive such Objection by delivering written notice thereof to Seller within three (3) days after (as applicable) (i) its receipt of Seller’s Response stating that Seller will either attempt not cure any such Objection or refuse (ii) the expiration of Seller’s Response Period if Seller does not deliver a Seller’s Response or (iii) Seller’s failure to cure such Objectionable Title Matters. If by the Closing Date (as it may be extended hereunder) any Objection which Seller has previously elected to cure pursuant to a Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters Response or (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (aB) terminate this Agreement prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein, or (b) if Buyer fails to so terminatedeliver written notice waiving the objection within such 3-day period under clause (A) above, then Buyer shall be deemed to have elected to terminate this Agreement). In the event of such a termination, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except for those matters that survive termination as herein provided. If Seller receives notice by Buyer of waiver of such Objections hereunder (or Buyer actually consummates Closing without such Objections having been cured), then such Objections shall be deemed to have waived such Objectionable Title Matters and accept that those waived Objections shall become “Permitted Exceptions” under Section 4.3. If the Closing is not consummated for any reason other than Seller’s default hereunder, Buyer shall be responsible for any title or escrow cancellation charges. (e) At the Closing, Seller shall convey title to the Real Property is subject thereto, in which event there shall be no reduction to Buyer by Special Warranty Deed in the Purchase Priceform of Exhibit C attached hereto (the “Deed”). Notwithstanding Subject to the foregoingterms and conditions contained elsewhere in this Agreement, Sellerby acceptance of the Deed and the Closing of the purchase and sale of the Property, at its cost, shall be obligated (x) Buyer agrees it is assuming for the benefit of Seller all of the obligations of Seller first accruing and arising from and after Closing with respect to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “the Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (vy) defects Buyer agrees that would be shown by an inspection or by a survey of Seller shall have conclusively satisfied its obligations with respect to title to the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the The provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding survive the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faithClosing.

Permitted Exceptions. Buyer Subsidiary and Parent shall have reviewed and approved, in their sole discretion, the Permitted Exceptions described in the Disclosure Letter. In the event that any of the Subsidiary's and Parent's Conditions Precedent shall not have been fulfilled to the satisfaction of Subsidiary and Parent, in their sole and absolute discretion or waived in writing by Subsidiary and Parent, Subsidiary or Parent shall notify Seller the Shareholders in writing as to which Condition(s) Precedent has not been fulfilled, which notice shall state with reasonable specificity the reason and basis for such Condition(s) Precedent not having been fulfilled. The Shareholders shall have a period of three (3) days following their receipt of such notice within which to notify Subsidiary and Parent in writing that the Shareholders intend to attempt to cause such Condition(s) Precedent to be fulfilled. In the event the Shareholders provide Subsidiary and Parent with such notice, the Shareholders shall have a period of thirty (30) days within which to attempt to cause such Condition(s) Precedent to be fulfilled and the Closing shall be extended to accommodate such efforts. In the event the Shareholders fail to provide Subsidiary and Parent with such notice within such three (3) day period or provide such notice within such three (3) day period but fail to cause such Condition(s) Precedent to be fulfilled to the satisfaction of the Subsidiary and Parent in their sole and absolute discretion within such thirty (30) day period, Subsidiary and Parent will have the right, in their sole and absolute discretion, and without any liability or obligation to any Shareholder or Com-Net whatsoever, to terminate this Merger Agreement. Subsidiary and Parent will notify each Shareholder in writing of any objectionable matters in Condition(s) Precedent which have not been fulfilled prior to 10:00 a.m. Eastern Time on the Title Report (“Objectionable Title Matters”) within ten (10) days after Buyer’s receipt of the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or cause the Title Company to provide) to Seller a copy of sameClosing Date. If Buyer Subsidiary or Parent fails to so notify Seller of any each Shareholder within such Objectionable Title Matterstime period, all exceptions then Subsidiary and other matters appearing in the Title Commitment existing at the expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall Parent will be deemed to have given notice fulfilled or waived all Condition(s) Precedent, and all rights of Subsidiary and Parent to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Merger Agreement prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein, Article VIII will be null and void and of no further force or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such Objectionable Title Matters and accept that title to the Real Property is subject thereto, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faitheffect.

Permitted Exceptions. Buyer With respect to each Contributed Property: (i) The Title Commitments are listed on Schedule 3.1(c) attached to this Agreement and all of the exceptions to coverage shown thereon shall notify Seller of any objectionable matters in be deemed Permitted Encumbrances; provided, however, the Parties agree to use good faith efforts to cause the Title Report Company to remove the objections to title set forth on Schedule D attached to this Agreement. The provisions of this Section 3.1(c)(i) shall survive the Initial Closing. (ii) To the extent that ATA Holdings or ELRM obtains a new title commitment in connection with an Alternate Property, and such new title commitment contains any exception to coverage that (x) is not otherwise included in subsections (b), (c), (d) and (f) of the definition of Permitted Encumbrances and (y) would reasonably be expected to have a Property Material Adverse Effect (a “Objectionable Title MattersPost-Policy Exception”) ), then ATA Holdings, in its sole discretion, may object to such Post-Policy Exception by giving notice thereof to ELRM in writing, within ten (10) days after Buyer’s Business Days of receipt of such new title commitment (the “Objection Notice”). Any Post-Policy Exceptions to which ATA Holdings does not timely object in the Objection Notice shall be deemed Permitted Encumbrances. ELRM shall not be required to satisfy any objections set forth in any Objection Notice, nor shall ELRM be required to incur any cost or expense to do so; provided, however, that if the Objection Notice is timely delivered to ELRM and ELRM intends to remove or cure any title defects or objections raised therein, ELRM shall deliver written notice (the “Title Response”) to ATA Holdings within ten (10) Business Days after receipt of such Objection Notice identifying the Post-Policy Exceptions that ELRM intends to remove or cure (it being acknowledged that the delivery or failure to deliver a Title Response shall not constitute an admission by the EL Parties as to whether or not any such exception constitutes a Post-Policy Exception as defined above). If ELRM fails to timely deliver the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Response, or in its Title Report and copies of all exception documents, Buyer shall promptly provide (Response fails to commit to remove or cure any particular Post-Policy Exception raised in such Objection Notice or cause the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of affirmatively insure over any such Objectionable Title MattersPost-Policy Exception, all exceptions and other matters appearing in then such failure shall constitute ELRM’s notice that it will not cure or remove such Post-Policy Exception. ATA Holdings shall have the right to elect by written notice to ELRM, on or before five (5) Business Days after receipt of the Title Commitment existing at the Response (or, if no Title Response is given, five (5) Business Days after expiration of the Financing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”period for delivery thereof), Seller, in Seller’s sole discretion, may, but shall have no obligation to, to either (A) waive the objections that ELRM has not committed to remove or cure and accept such Objectionable Title Matters on or prior title as the Property Owner is able to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within four (4) days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration of the Financing Contingency Periodconvey, in which event the Nonrefundable Initial ▇▇▇▇▇▇▇ Money Portion matters objected to shall be paid to the Seller and the Refundable Initial ▇▇▇▇▇▇▇ Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein, become Permitted Exceptions; or (bB) if Buyer fails to so terminateexclude such Alternate Property from the Transactions by notifying ELRM in writing, Buyer shall be deemed to have waived such Objectionable Title Matters and accept that title to the Real Property is subject thereto, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: whereupon (i) the exceptions to title existing on the effective date of the Title Commitment such Alternate Property shall be an Excluded Property and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all the applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Contribution Agreement, Seller if any, shall be required to cure and satisfy, on or prior to terminate automatically without the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptionsneed for further action by any party thereto. The term “Mandatory Cure Items” failure of ATA Holdings to timely deliver such a waiver or exclusion notice shall mean, collectively, (yconstitute ATA Holdings’ election to waive the objection as described in Subsection 3.1(c)(ii)(A) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) any liens for real property taxes not yet due and payable, (2) matters created by Buyer or any of its affiliates, and (3) any judgment lien or attachment being contested by Seller in good faithabove.