Common use of Objections Clause in Contracts

Objections. Purchaser shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.

Objections. During the Title Objection Period, Purchaser may deliver to Seller its objections in writing to any liens, encumbrances and other matters reflected by the Title Commitment or the Survey (any such matters to which Purchaser so objects, the “Objection Matters”). If Seller is willing to cause the cure or removal of any of the Objection Matters, then Seller will so notify Purchaser in writing (the “Objection Notice”) within five Business Days of Seller's receipt of Objection Notice (the “Seller Response Due Date”). If Seller does not respond, or chooses not to cure or remedy the Objection Matters (other than those which Seller is obligated to cure in accordance with this Section), Purchaser may elect either: (i) if the defects identified in the Objection Notice have or would reasonably be expected to result in a Material Adverse Effect on the Business or Seller Properties, to terminate this Agreement by delivery of written notice to Seller three Business Days following the Seller Response Due Date; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages or claims against the Seller relating to the objection. If Seller elects in writing to cure or remove any title or survey matters objected to by Purchaser that are reasonably likely to result in a Material Adverse Effect on the Business or Seller Properties, and Seller cannot thereafter cure or remove the same by Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to 60 days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such 60-day period, Purchaser shall have the right to deliver a terminate this Agreement by written notice to Seller given to Seller on or before the earlier to occur of (a “Title a) five Business Days after such 60-day period and (b) the cure of such item, time being of the essence with respect thereto. Seller shall have no obligation to cure Objection Notice”) Matters except financing liens of an ascertainable amount created by Seller, any exceptions or encumbrances to Sellers objecting to any items contained in an Update title which are not Permitted Exceptions within ten (10) business days voluntarily created by Seller after the Signing Date without Purchaser’s receipt consent, failure of such Update (it being understood Seller to hold fee simple title to the Owned Properties and agreed delinquent ad valorem property taxes and assessments owed by Seller against the Owned Properties. Any Objection Matters that Schedule 4.1 shall be deemed a delivery Seller has expressly elected to cure, remove or insure around prior to the expiration of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period Period (or that Seller is obligated to include any such matters in a timely delivered and valid Title Objection Noticecure) shall be deemed Purchaser’s approval of all items contained in such Update which are not designated as “Non-Permitted Exceptions”; provided, however, that in no event shall any lien, encumbrance or other matter created by, through or under Purchaser constitute a Non-Permitted Exception. All such items liens, encumbrances and other matters that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice designated as Non-Permitted Exceptions shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they maySeller’s failure to cure, in their sole judgment, deem appropriate to remove or cure insure around any Non-Permitted Exceptions at or prior to Closing (with Seller having the Closing any title exceptions which are not Permitted Exceptions right to which Purchaser properly objects in apply the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any Purchase Price or a portion thereof for such title exception in a manner reasonably acceptable to Purchaser purpose) shall be deemed a cure failure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15a Purchaser’s closing condition under Section 10.1(b) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.below: -39-

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

Objections. Purchaser Parent shall, and shall have cause its Parent Group to, keep complete, true and accurate books of account and records showing the right derivation of the amounts of all Revenue Earnout Payments or Milestone Payments, including, without limitation, on a product-by-product basis, Parent’s calculation of Net Sales and each component thereof, including total gross invoiced amounts and amounts deducted by category from gross invoiced amounts to calculate Net Sales. Parent shall, and shall cause the Parent Group to provide Representative and its Agents with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data and employees of Parent Group to the extent reasonably necessary to verify any Revenue Earnout Payment or Milestone Payment. If the Representative has any objections to the statements described in Section D above (each, an “Earnout Statement”), the Representative shall deliver to Parent a written notice statement setting forth, in reasonable detail, its objections thereto (a each, an “Title Earnout Objection NoticeStatement”). If an Earnout Objection Statement is not delivered to Parent within thirty (30) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt delivery of an Earnout Statement, such Update (it being understood and agreed that Schedule 4.1 Earnout Statement as prepared by Parent shall be deemed irrevocably accepted by the Representative on behalf of the Company Securityholders and be final, binding and non-appealable by the parties and the Company Securityholders. The Representative and Parent shall negotiate in good faith to resolve the objections raised in any Earnout Objection Statement, but if they do not reach a final resolution within thirty (30) days after the delivery of an Earnout Objection Statement to Parent, any unresolved disputes shall be submitted to an independent national accounting firm mutually selected by Parent and the Title Representative (the “Earnout Accounting Firm”). In the event any such dispute is submitted to the Earnout Accounting Firm, each party shall be permitted to submit a statement setting forth its calculation of the applicable Revenue Earnout Payment or Milestone Payment, together with such supporting documentation as it deems appropriate, to the Earnout Accounting Firm. The Representative and Parent shall use their respective commercially reasonable efforts to cause the Earnout Accounting Firm to resolve such dispute as soon as practicable, but in any event within thirty (30) days after the date on which the Earnout Accounting Firm receives the applicable statements prepared by the Representative and Parent. The calculation of any Revenue Earnout Payment or Milestone Payment as finally determined by the Earnout Accounting Firm (which such determination shall be made in a manner consistent with the terms of this Agreement and shall not, for any Revenue Earnout Payment or Milestone Payment, be less than the amount set forth in the applicable Earnout Statement nor exceed the amount set forth in the applicable Earnout Objection Notice Statement) shall be final, binding and non-appealable among the parties. Each party shall bear its own costs and expenses in connection with the resolution of such dispute by the Earnout Accounting Firm. All costs and expenses of the Earnout Accounting Firm, if any, shall be paid by the parties proportionately based on the Execution Date difference of each party’s calculation of the applicable Revenue Earnout Payment or Milestone Payment as compared to the final determination of the Earnout Accounting Firm. For example, if Parent proposes a Revenue Earnout Payment or Milestone Payment of $100, the Representative proposes a Revenue Earnout Payment or Milestone Payment of $200, and the final determination of the Earnout Accounting Firm is $160, then 60% of the costs of the Earnout Accounting Firm’s review would be borne by Parent and 40% of such costs would be borne by the Representative (on behalf of the Company Securityholders). Notwithstanding the foregoing, in the event that the Earnout Accounting Firm determines that the actual amount of any Revenue Earnout Payment or Milestone Payment exceeds Parent’s determination of such Revenue Earnout Payment or Milestone Payment by five percent (5%) or more, then Parent shall pay all costs and expenses of the Earnout Accounting Firm and Representative (with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments its resolution of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptioncorresponding dispute.

Objections. Purchaser Developer shall have until the Due Diligence Period to examine the Survey and the Title Commitment and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Notwithstanding any other provision of this Agreement, the Commission shall be obligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections, the Commission shall have the right right, but not the obligation, to deliver a written notice attempt to remove, satisfy or otherwise cure (a “Title Objection Notice”to Developer's satisfaction) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions the Objections within thirty (30) days of notice. Within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 Developer's notice of Objections, the Commission shall be deemed a delivery give written notice to Developer informing Developer of the Title Objection Notice on the Execution Date Commission's election with respect to the items set forth therein)Objections. Failure If the Commission fails to give written notice of Purchaser to provide a Title Objection Notice its election within such ten (10) day business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) period, the Commission shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or cure such exceptions)disclosure through any other means discloses a defect in the title or Survey with respect to the Property after the Objection deadline, and such defect was not known to the Developer, Developer shall have ten (10) business days to examine the disclosed defect and make an Objection if Developer deems it necessary to do so. Any such Objection made after the Objection deadline, shall be handled as if the Objection were made prior to the Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any such exception can reasonably Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen either: (15i) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects elect to terminate this Agreement by written notice to the Commission, in which event the parties shall have no further right or obligation under this Agreement (except for rights or obligations which expressly survive the termination of this Agreement); or (ii) waive the Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect. (b) To terminate this Agreement pursuant to proceed this Section 2.2, Developer must give written notice to Closing taking title subject the Commission of Developer's election to such title exceptions terminate not later than ten (10) business days (i) after receipt of written notice from the Commission of the Commission's election not to attempt to cure any Objection; (ii) after receipt of written notice from the Commission of the Commission's determination, having previously elected to attempt to cure, that it is unable or unwilling to do so; or (iii) after the Commission's failure to give written notice of its election to attempt to cure any Objection. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall expire and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner Objections shall be deemed to be a "Permitted Encumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an election by Purchaser accurate survey of the Property, shall be deemed to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionbe a Permitted Encumbrance.

Objections. If Purchaser shall have has an objection to items disclosed in the right to deliver a Commitment or Survey, then Purchaser may give Seller written notice of its objections no less than two (a “Title Objection Notice”2) Business Days prior to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery the expiration of the Title Objection Notice on Inspection Period. Any exception to title identified in the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (Commitment or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are Survey not objected to by Purchaser in a timely delivered the manner and valid Title Objection Notice within the time period specified in this Section 6 shall be deemed to be Permitted Exceptionsaccepted by Purchaser. Sellers shall use such efforts and expend such amounts as they mayIf Purchaser gives timely written notice of its objections, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers then Seller shall notify Purchaser in writing within fifteen one (151) days Business Day after receipt of Purchaser’s notice from Purchaser regarding such exceptions (“Seller’s Cure Period”) whether Sellers elect to attempt Seller elects to remove or cure any such exceptions, and Sellers’ to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice in a timely manner shall be deemed an constitute Seller’s election by Sellers not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove, and Seller hereby covenants to remove or cure such exceptions(so that it no longer burdens the Property), at Closing financing liens of an ascertainable amount created by Seller which are deemed not to be Permitted Exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time objection is not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectsatisfied during Seller’s Cure Period, then Purchaser shall notify Sellers within fifteen elect not later than one (151) Business Days day after receipt the expiration of Seller’s Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice (of termination on or before such date shall constitute Purchaser’s waiver of deemed electionany title objections that Seller is unwilling to cure, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to and such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner objections shall be deemed an election by Purchaser to proceed to Permitted Exceptions, and Closing taking title subject to such title exceptions and waiving shall occur as provided in this Agreement without any claim on account reduction of such exceptionor credit against the Sales Price.

Objections. Purchaser shall have If objection to the right Commitment (and, if applicable, the Survey) is made by the date that is no later than five (5) business days prior to deliver a written notice the expiration of the Inspection Period (a the “Title Objection NoticePeriod”), stating that there are Title Defects (as defined below) to Sellers objecting to any items contained shown in an Update which are not Permitted Exceptions within ten the Commitment or the recorded exception documents or shown in the Survey (10“Objections”), Seller shall have three (3) business days after from Seller’s receipt of Purchaser’s Objections to either (i) remedy the Title Defects in a manner reasonably satisfactory to Purchaser in all respects, or (ii) notify Purchaser that Seller is unable or not willing to remedy the Title Defects (“Seller’s Response”). Within two (2) business days of Purchaser’s receipt of Seller’s Response, Purchaser shall elect to either (i) terminate the Agreement, or (ii) waive such Update Title Defects and proceed with this transaction subject thereto (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include in which case, any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice Defects shall be deemed to be Permitted Exceptions. Sellers shall use ) and, provided further, that in the event that any such efforts and expend Title Defect(s) are Existing Encumbrances, if such defects are not paid or satisfied by Seller at or before Closing, Purchaser may, at its option, pay such amounts as they may, in their sole judgment, deem appropriate and receive credit against sums due to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptionsSeller at Closing. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or by giving written notice thereof to proceed Seller pursuant to Closing taking title subject to such title exceptions option (i) in the preceding sentence, Seller and waiving Purchaser shall be relieved of any claim on account and all liability hereunder, except as provided herein. If Purchaser does not notify Seller of such exception. Failure of a particular Title Defect within the Title Objection Period, then Purchaser to provide such notice in a timely manner shall be deemed an election to have approved the matters identified in the Commitment and the Survey which Purchaser did not timely object to. “Permitted Exceptions” shall mean all the matters identified in the Commitment, items of record and shown in the Survey that (i) Purchaser did not timely object to, or (ii) are waived by Purchaser pursuant to proceed the terms of this paragraph. As used herein, a Title Defect” shall mean any material matter that would (a) render title unmarketable or unfinanceable as such terms are commonly and reasonably used in the local market where the applicable individual Property is located, (b) constitute a lien on the Properties which cannot be satisfied by the payment of a liquidated sum or (c) restrict the Properties from being used for the Intended Use (as defined below). Purchaser and Seller hereby acknowledge and agree that upon receipt of the Commitment from the Title Company, the legal descriptions for the Properties provided in the Commitment shall automatically be inserted into Exhibit “A” attached hereto and made a part hereof. First American Title Insurance Company, as both Escrow Agent and Title Company, shall perform in accordance with this Agreement and separate undertakings as executed by the parties from time to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptiontime.

Objections. Purchaser shall have forty (40) days following the Effective Date to notify Seller of any objections to the Commitment or Updated Survey ("Objection Period"). Seller shall have ten (I 0) business days from the date notified in writing of the particular defects claimed during the Objection Period ("Cure Period"), to either: (I) remedy the title, (2) obtain title insurance with regard to the defect in form and substance satisfactory to Purchaser in all respects, or (3) notify Purchaser that Seller is unable or unwilling to remedy the title or obtain the title insurance, and thereafter Purchaser may, within three (3) business days, elect to terminate this Agreement and receive a refund of the Deposit if Seller does not cure all such title objections within the Cure Period, or Purchaser may elect to waive such defects, with such election by Purchaser effectively deeming such defects to be Permitted Encumbrances, and proceed with this transaction subject thereto and, provided further, that in the event that any such defect(s) results from liens or encumbrances caused by Seller and having liquidated amounts, such liens or encumbrances shall in no event be deemed a Permitted Encumbrance and Seller shall be responsible for causing such liens or encumbrances to be paid off in full and released as of the Closing Date. If Purchaser does not notify Seller of a particular defect within the Title Objection Period, then Purchaser shall be deemed to have approved the matters identified in the Commitment and the Updated Survey, and all such matters shall be deemed Permitted Encumbrances. In the event that there are new conditions identified on any updated title commitments or any updates to the Updated Survey which were not previously identified on the Commitment or the Updated Survey, then, in such event, Purchaser shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt notify Seller of such Update (it being understood objections which will be treated as new title defects as set forth in this Section 4.C and agreed Purchaser shall have the right to object to such matters as set forth above. In the event Purchaser notifies Seller of any title defects as provided above, and provided that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date Seller is willing to cure such defects and thereafter obtains title insurance endorsements to provide affirmative insurance with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any title defects, then in such matters in a timely delivered and valid Title Objection Notice) event, Seller shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to solely responsible for the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure cost of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionendorsements.

Objections. Purchaser Strategic shall have until the Due Diligence Deadline to notify Partnership in writing of any Survey Objections; and any such notice shall be accompanied by the Survey and any other materials which evidence or disclose such Survey Objections. If Strategic fails to notify Partnership of any Survey Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Partnership shall constitute a waiver of its right to deliver a written notice object to such matters existing as of the Effective Date. Partnership shall notify Strategic within five (a “Title Objection Notice”5) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s of its receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect notice if Partnership has elected to the items set forth therein)Remove any Survey Objection. Failure of Purchaser If Partnership fails to provide a Title Objection Notice respond within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice timeframe, Partnership shall be deemed to be Permitted Exceptionshave declined to Remove such Survey Objection. Sellers shall use If (i) within such efforts and expend such amounts as they may, in their sole judgment, deem appropriate five (5) day period Partnership either fails to remove respond or cure elects not to endeavor to Remove the Survey Objection prior to Closing as provided herein, this Agreement shall Terminate, the Closing any title exceptions Deposit shall be refunded to Strategic and the parties shall have no further rights or obligations hereunder, except for those which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over expressly survive any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth hereintermination, Sellers shall not have the obligationunless, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen five (155) days after receipt the aforesaid five (5) day period for the Partnership’s election, Strategic waives its Survey Objection and elects to proceed with the Transaction pursuant to the remaining terms and conditions of notice from Purchaser regarding this Agreement. If Strategic fails to waive its Survey Objection within such exceptions whether Sellers elect to attempt to remove or cure any such exceptionsfive (5) day period, and Sellers’ failure to deliver such notice in a timely manner it shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected to Terminate this Agreement and receive a refund of the Deposit. With respect to any such Survey Objection so waived (or deemed waived) by Strategic, the Closing shall occur as herein provided without any reduction of or credit against the Contribution Amount in connection therewith. Any change, event, violation, inaccuracy or circumstance of which Strategic has Knowledge as a result of its Due Diligence prior to the Effective Date, or as to matters that would be covered by Survey Objections of which it has knowledge before the Due Diligence Deadline and does not object to remove or cure such exceptionsas provided in this Section 4.3(A), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election included on the applicable Representation Exception Schedule(s) and waived by Purchaser Strategic and the Closing shall occur as herein provided without any reduction of or credit against the Contribution Amount in connection therewith. Except for Survey Objections, Strategic hereby waives its ability to proceed object to Closing taking title any condition or matter related to the Property and agrees to accept the Property in its “as-is” condition, subject to such title exceptions and waiving any claim on account the terms of such exceptionthis Agreement.

Objections. Purchaser shall have Within thirty days after receiving the right Fiserv Affinity Final Balance Sheet, the TIB Final Balance Sheet or the Fiserv Brokerage Final Balance Sheet, as applicable, Seller may object to the applicable statement by delivering to Buyer a written statement describing its objections (in the case of the Fiserv Affinity Final Balance Sheet, the “Fiserv Affinity Statement of Objections”, in the case of the TIB Final Balance Sheet, the “TIB Statement of Objections,” and in the case of the Fiserv Brokerage Final Balance Sheet, the “Fiserv Brokerage Statement of Objections”) (the Fiserv Affinity Statement of Objections, the TIB Statement of Objections and the Fiserv Brokerage Statement of Objections are collectively, the “Statement of Objections”). If Seller fails to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained Statement of Objections within such thirty days, the calculations set forth in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt such applicable Statement of such Update (it being understood and agreed that Schedule 4.1 Objections shall be deemed conclusive and binding upon Buyer and Seller. If Seller delivers a delivery Statement of the Title Objection Notice on the Execution Date Objections within such thirty days, Buyer and Seller will use commercially reasonable efforts to resolve any such objections themselves. If Buyer and Seller shall fail to reach an agreement with respect to any of the objections set forth in a Statement of Objections within such thirty day period after Buyer has received such Statement of Objections, then such unresolved objections shall be submitted for resolution to PricewaterhouseCoopers LLP (or if PricewaterhouseCoopers LLP is not independent or able to act, such other nationally recognized accounting firm as may be reasonably satisfactory to Buyer and Seller) (PricewaterhouseCoopers LLP or such other firm, the “Accounting Firm”). The Accounting Firm will resolve any unresolved objections submitted to it within thirty days following its engagement. The Accounting Firm shall make a determination based solely on presentations by Seller and Buyer, and not by independent review, as to (and only as to) each of the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include in dispute, and shall be instructed that, in resolving any such matters item in dispute, it must select a timely delivered and valid Title Objection Noticeposition with respect to (a) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects Fiserv Affinity Final Net Book Value in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments case of the Closing for a period of time not to exceed forty-five Fiserv Affinity Final Balance Sheet, (45b) days the TIB Final Net Book Value in the aggregate in order to remove case of the TIB Final Balance Sheet, or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or c) the Fiserv Brokerage Final Net Book Value in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt case of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.the Fiserv

Objections. Purchaser shall have In the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed event that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in Seller delivers a timely delivered written objection to an Earn-out Statement, and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in Buyer and Seller are unable to resolve such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing objection within fifteen (15) days after receipt Buyer is notified of notice from Purchaser regarding Seller’s objection, then, within five (5) business days after such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice resolve the matters in a timely manner dispute, the matters in dispute shall be deemed an election submitted for final and binding determination to a firm of independent certified public accountants agreed upon by Sellers not the parties, or if the parties are unable to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptionsdo so, then Sellers the firm to be used shall be entitled to one or more adjournments of selected by lot from among the Closing for a period of time not to exceed “Big 4” accounting firms (the “Accountants”). The Accountants shall prepare their resolution statement within forty-five (45) days in of appointment. The Earn-out Statement proposed by Buyer, as adjusted by agreement of Seller and Buyer or finally determined by the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed electionAccountants, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions reflect the resolution of any timely objections made thereto by Seller, and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner the resulting Earn-out amount (the “Final Annual Earn-out Amount”) shall be deemed binding on the parties hereto. Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Earn-out Statements, and resolving objections thereto. In the event Seller objects to an election Earn-out Statement and the Final Annual Earn-Out Amount determined by Purchaser the Accountants is more than 105% of the amount set forth in Buyer’s Earn-out Statement, then Buyer shall pay the fees and expenses of the Accountants, and, in addition, shall reimburse Seller for any attorneys’ fees (including disbursements) incurred by Seller in objecting to proceed the Earn-out Statement and submitting the dispute to Closing taking title subject the Accountants. In the event the Final Annual Earn-Out Amount determined by the Accountants is not more than 105% of the amount set forth in Buyer’s Earn-out Statement, then Seller shall pay the fees and expenses of the Accountants, and, in addition, shall reimburse Buyer for any attorneys’ fees (including disbursements) incurred by Buyer in responding to such title exceptions Seller’s objections to the Earn-out Statement and waiving any claim on account of such exceptionsubmitting the dispute to the Accountants.

Objections. Purchaser (a) The Closing Date Inventory Statement and calculation of the Purchase Price Adjustment prepared by Buyer shall be valid unless Seller shall give written notice to Buyer of any disagreement(s) within thirty (30) days following Seller’s receipt of the proposed Closing Date Inventory Statement and calculation of the Purchase Price Adjustment, specifying in reasonable detail the nature and extent of such disagreement. Seller, and its representatives, shall have the right to deliver a written notice (a “Title Objection Notice”) review the Closing Date Inventory Statement and all work papers and review procedures of Buyer, and to Sellers objecting the extent necessary, to any items contained examine the books and records of Buyer relating thereto. Buyer, and its representatives, shall cooperate with Seller, and its representatives, regarding providing such materials to Seller in an Update which expeditious manner in order to allow Seller to complete its review and analysis of the proposed Closing Date Inventory Statement within the thirty (30) day time period set forth above. (b) If Seller and Buyer are not Permitted Exceptions unable to resolve any disagreement with respect to the Closing Date Inventory Statement within ten (10) business days after PurchaserBusiness Days following receipt by Buyer of Seller’s receipt written notice of such Update disagreement with respect thereto referred to in Section 2.12 (it being understood and agreed that Schedule 4.1 a) above, the disagreement shall be deemed a delivery submitted for resolution to the Evaluator (as defined below); provided, however, that all undisputed amounts relating to the Purchase Price Adjustment shall be paid by wire transfer of immediately available funds within two (2) Business Days after that portion of the Title Objection Notice on Purchase Price Adjustment is determined hereunder. “Evaluator” shall mean a nationally recognized firm of independent auditors mutually acceptable to Seller and Buyer, and chosen within five (5) Business Days after the Execution Date with respect to expiration of the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day Business Day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects described in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth hereinimmediately preceding sentence, Sellers shall not have the obligationprovided, however, that if Seller and Buyer are unable to cure any such exceptions or pay any amounts to cure or remove agree on an auditing firm for purposes of this Section (b) during the same. Sellers shall notify Purchaser in writing within fifteen five (155) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptionsBusiness Day period, and Sellers’ failure to deliver such notice in a timely manner the Evaluator shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five fifty largest independent auditing firms drawn by lot within ten (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (1510) Business Days after receipt the expiration of such notice five (5) Business Day period, after excluding those of the above described auditing firms involved with any of the Parties or date the transactions contemplated hereby. The Evaluator shall act as an arbitrator to determine and resolve such disputes, based solely on presentations by Buyer and Seller and not by independent review. The Evaluator’s determination hereunder shall be made within thirty (30) days after the submission of deemed electionthe dispute, as applicable)shall be in accordance with this Agreement, whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice shall be set forth in a timely manner written statement delivered to Seller and Buyer and shall be deemed an election by Purchaser to proceed to final, binding and conclusive. Buyer and Seller shall each pay one-half of the fees and expenses of the Evaluator in resolving any disagreements as provided herein. Buyer and Seller shall each pay their own costs incurred in preparing and/or reviewing the Closing taking title subject to such title exceptions Date Inventory Statement, including the fees and waiving any claim on account expenses of such exceptiontheir auditors; provided, that Buyer shall reimburse Seller for $20,000 in respect of the Inventory count, which reimbursement may be reflected in the amounts paid at Closing.

Objections. Purchaser shall have until seventy (70) days after the right Effective Date in which to deliver a examine the Updated Survey and title to the Real Property (and all Exception Documents) and to make any written notice objections to the matters affecting title or disclosed by the Updated Survey. In the event that the Updated Survey or Title Commitment (a or any other title information obtained by Purchaser, including Exception Documents) shows any matters that are objectionable to Purchaser (“Title Objections”) and Purchaser notifies Seller in writing of such objections (an “Objection Notice”) within the time period provided for above in this Section 5(a), Seller may, but shall have no obligation to, undertake efforts to Sellers objecting cure such Objections during a period of thirty (30) days after receiving Purchaser’s Objection Notice (“Seller’s Cure Period”), with Seller to any items contained in an Update which are not Permitted Exceptions give written notice to Purchaser within ten (10) business days after receipt of the Objection Notice whether Seller will not attempt to cure one or more of the Objections. Seller shall be absolutely obligated to remove only the following items (“Mandatory Cure Items”) and only in the applicable time period specified: (i) within thirty (30) days after Purchaser’s receipt Objection Notice - any encumbrances of such Update any kind first placed of record against the Real Property by or on account of Seller after the Effective Date, and (it being understood and agreed that ii) on or before Closing - all liens set forth on Schedule 4.1 shall be deemed a delivery of C to the Title Objection Notice on the Execution Date with respect to the items set forth thereinCommitment (other than any liens or lien claims arising from work performed by or under Purchaser). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate Seller to remove or cure prior Mandatory Cure Items within the applicable time period is a default by Seller. Purchaser expressly acknowledges that Seller has disclosed that it accepted title to the Closing any title exceptions which Real Property (from its seller/grantor) subject to certain matters or agreements that are referenced in record Exception Documents but that are not Permitted Exceptions to which Purchaser properly objects themselves recorded, and there may be other unrecorded agreements referenced as such in the Title Objection Notice; it being understood Commitment. If the same do not constitute Seller Unrecorded Agreements, Seller shall have no obligation to obtain or provide such unrecorded documents or exception matters that are not of record in order to trigger the time periods for Purchaser’s Objections hereunder or for any other reason except to the extent that Seller is in possession of such unrecorded agreements (in which event, Seller shall provide them to Purchaser as part of the Seller Deliveries, as hereinafter defined) and agreed that causing generally the obligation of the Title Company to insure over any produce unrecorded documents to which exception is taken is limited to that provided by applicable Texas title insurance regulations and Seller is not responsible for the Title Company’s compliance or non-compliance with such title exception requirements. Purchaser may make Objection to such unrecorded matters but Seller (as in a manner reasonably acceptable to Purchaser the case of all Objections save and except Mandatory Objections) shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts no obligation to cure or remove from title to the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure Real Property any such exceptionsunrecorded matters, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers including, but not to remove or cure such exceptionslimited to, the Seller Unrecorded Agreements. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions​ LAND SALE CONTRACT-341.3 ACRES IN HARRIS COUNTY, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed fortyTX-▇▇▇▇▇ SPOILS TRACTS (EAST & WEST ▇▇▇▇▇ PLACEMENT AREAS LLC & EQUITY RESOURCE PARTNERS-five (45EAST WEST, LLC) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.​

Objections. Purchaser Buyer shall have review the right Title Report and may, on or prior to deliver the date that is twenty (20) days from the date that Buyer receives a complete Title Report (the “Title Review Period”), provide Seller and Title Company with written notice of the title exceptions that are objectionable to Buyer, in Buyer’s sole and absolute discretion (each such objectionable matter or exception considered a “Disapproved Matter”). If Buyer timely notifies Seller and Title Objection Notice”Company of any Disapproved Matter(s) on or prior to Sellers objecting to any items contained in an Update which are not Permitted Exceptions the expiration of the Title Review Period, Seller shall, within ten (10) business days after Purchaserfollowing Seller’s receipt of Buyer’s written notice of Disapproved Matter(s) (the “Seller Title Response Period”), notify Buyer and Escrow Agent that: (i) Seller will remove or correct such Update Disapproved Matter as of or before the Closing, or (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth thereinii) Seller will not remove or correct any or certain Disapproved Matter(s). Failure of Purchaser to provide a If Seller does not respond within the Seller Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice Response Period, Seller shall be deemed to have elected option (ii) above. If Seller elects, within its sole discretion, not to eliminate those objections with reference to such Disapproved Matter(s), in form and substance acceptable to Buyer, in Buyer’s sole and absolute discretion, Buyer may either (y) terminate this Agreement by delivery of written notice to Seller and Escrow Agent, or (z) give written notice to Seller and Escrow Agent, agreeing to accept title to the Property subject to such Disapproved Matters, in which case such Disapproved Matters shall be Permitted ExceptionsExceptions (as defined in Section 4.5(d), below). Sellers shall use such efforts and expend such amounts as they mayIf Buyer fails to deliver written notice in accordance with (y) or (z) above, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser Buyer shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions)option (y) above, and if any such exception can reasonably be expected to have, individually or in which case this Agreement shall terminate on the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen day that is five (155) Business Days after receipt at the expiration of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionthe Seller Title Response Period.

Objections. Purchaser The Settlement Notice shall have provide that Settlement Class Members who wish to object to the right Settlement must, on or before the Notice Deadline, email to deliver the Settlement Administrator a written notice (a “Title Objection Notice”) to Sellers statement objecting to the Settlement. Such objection shall not be valid unless it includes the information specified in the Settlement Notice. The Settlement Administrator will provide Class Counsel and Defendant’s Counsel with a copy of any items contained in an Update which are not Permitted Exceptions objections it receives within ten (10) business five days after Purchaser’s of receipt of such Update objections. The statement must include the objectors personal signature and must include the objector’s name, address, telephone number, email address (it being understood if applicable), the factual and agreed legal grounds for the objection, and whether the objector intends to appear at the Final Approval Hearing. No objections can be made by third party claim filers. The Settlement Notice shall advise Settlement Class Members that Schedule 4.1 objections shall only be considered ifthe Settlement Class Member has not opted out of the Settlement. No Settlement Class Member shall be deemed a delivery entitled to be heard at the Final Approval Hearing (whether individually or through counsel), unless written notice of the Title Objection Settlement Class Member’s intention to appear at the Final Approval Hearing has been filed with the Court and served upon Class Counsel and Defendant’s Counsel on or before the Notice on Deadline, and the Execution Date with respect Settlement Class Member has not opted out of the Settlement. The emailed date of mailing to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered Class Counsel and valid Title Objection Notice) Defendant’s Counsel shall be deemed Purchaser’s approval of all items contained the exclusive means for determining that an objection is timely. Persons who fail to submit timely written objections in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice the manner specified above shall be deemed to be Permitted Exceptions. Sellers shall use such efforts have waived any objections and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior oppositions to the Closing Settlement’s fairness, reasonableness and adequacy, and they shall be foreclosed from making any title exceptions which objection (whether by appeal or otherwise) to the Settlement. Class Counsel and Plaintiff hereby acknowledge and affirm they are not Permitted Exceptions aware of any individual(s) who will opt out of the Settlement or object to which Purchaser properly objects the Settlement. Neither Plaintiff nor Class Counsel (nor any person on either oftheir behalf), shall seek to solicit or otherwise encourage anyone to opt-out of or object to the Settlement, or appeal from any order of the Court that is consistent with the terms of this Settlement, or discourage participation in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionSettlement claims process.

Objections. Purchaser Buyer shall have the right to deliver one or more written notices (each, a written notice (a “"Title Objection Notice”") to Sellers objecting to any items contained in an Update which are not Permitted Exceptions Liens (each such item to which Buyer objects being an "Objection"), within ten (10) business days Business Days after Purchaser’s Buyer's receipt of such Update. Failure of Buyer to provide a timely Title Objection Notice with respect to any matter contained in an Update (it being understood and agreed that Schedule 4.1 other than Impermissible Defects) shall be deemed Buyer's approval of such item and such item shall thereafter be deemed to be a delivery Permitted Lien. Sellers shall notify Buyer in writing within ten (10) Business Days after receipt of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser Buyer regarding such exceptions whether Sellers elect to attempt to remove or cure any Objection set forth in such exceptionsTitle Objection Notice (any such matter that Sellers elect to attempt to remove or to cure being a "Seller Cure Matter"), and Sellers’ ' failure to timely deliver such notice in a timely manner with respect to any Objection shall be deemed an election by Sellers not to remove or cure such exceptionsObjection. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser Buyer that Sellers have elected not to remove or cure any such exceptions Objection (or are deemed to have elected not to remove or cure such exceptionsany Objection), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser Buyer shall notify Sellers within fifteen ten (1510) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser Buyer elects to (y) terminate this Agreement (in which case the Deposit, and the interest accrued thereon, shall be returned to Buyer and the Parties shall have no further obligations to, or recourse against, each other (except as provided in any provision of this Agreement which is expressly stated to survive the termination of this Agreement), or (z) proceed to Closing Closing, taking title subject to such title exceptions Objection (in which case such Objection shall become a Permitted Lien and waiving any claim on account the Purchase Price shall not be reduced; provided, however, the failure of such exception. Failure of Purchaser Buyer to timely provide such notice in a timely manner shall be deemed an election by Purchaser Buyer to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionClosing.

Objections. Purchaser shall have the right If Seller fails to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 Response Notice by the Response Deadline, Seller shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove cure or cure such exceptionsotherwise resolve any matter set forth in the Objection Notice. If Purchaser is dissatisfied with the Response Notice (or Seller's failure to deliver a Response Notice), and if any such exception can reasonably be expected Purchaser may, as its exclusive remedy, elect by written notice given to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers Seller within fifteen three (153) Business Days after receipt the Response Deadline either (a) to accept the Title Documents and Survey with resolution, if any, of such notice the Objections as set forth in the Response Notice (or date if no Response Notice is tendered, without any resolution of deemed electionthe Objections) and without any reduction or abatement of the Purchase Price, as applicable), whether Purchaser elects or (b) to terminate this Agreement or Contract, in which event the Initial Deposit shall be returned to proceed to Closing taking title subject to such title exceptions and waiving any claim on account Purchaser (upon the performance of such exception. Failure of Purchaser Purchaser's obligation under Section 3.5.2 to provide such copies to Seller of all Third-Party Reports as a pre-condition to the return of the Deposit to Purchaser). If Purchaser fails to give notice in a timely manner of its election within three (3) Business Days after the Response Deadline, Purchaser shall be deemed to have elected to terminate this Contract as provided in clause (b) above. Seller shall have no obligation to cure title objections except liens of an election by ascertainable amount created by, under or through Seller (but excluding the assessment liens in favor of PPPIC described in Section 4.4.8, which liens Seller shall cause to be released at the Closing. Seller agrees to remove any exceptions or encumbrances to title which are created by, under or through Seller after the Effective Date, and if Seller is unable or unwilling to remove such exceptions or encumbrances, then Purchaser may terminate this Contract, in which event the Deposit shall be returned to proceed Purchaser (upon the performance of Purchaser's obligation under Section 3.5.2 to Closing taking title subject provide copies to such title exceptions and waiving any claim on account Seller of such exceptionall Third-Party Reports as a pre-condition to the return of the Deposit to Purchaser).

Objections. Purchaser Strategic shall have until the applicable Due Diligence Deadline to notify Partnership in writing of any (i) Survey Objections; or (ii) Legionnaire’s Objections; and any such notice shall be accompanied by the Survey, Legionnaire’s study and any other materials which evidence or disclose such Objections. If Strategic fails to notify Partnership of any Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Partnership shall constitute a waiver of its right to deliver a written notice object to such matters existing as of the Effective Date. Partnership shall notify Strategic within five (a “Title Objection Notice”5) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s of its receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect notice if Partnership has elected to the items set forth therein)Remove or Cure any Objection. Failure of Purchaser If Partnership fails to provide a Title Objection Notice respond within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice timeframe, Partnership shall be deemed to be Permitted Exceptions. Sellers shall use have declined to Remove or Cure such efforts and expend such amounts as they mayObjection (other than Required Removal Items, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood that the Partnership shall in any event be obligated to Remove the Required Removal Items). If (i) within such five (5) day period Partnership either fails to respond or elects not to endeavor to Remove or Cure the Objection prior to Closing as provided herein, this Agreement shall Terminate, the Deposit shall be refunded to Strategic and agreed that causing the Title Company to insure over parties shall have no further rights or obligations hereunder, except for those which expressly survive any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth hereintermination, Sellers shall not have the obligationunless, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen five (155) days after receipt the aforesaid five (5) day period for the Partnership’s election, Strategic waives its Objection (other than Required Removal Items) and elects to proceed with the Transaction pursuant to the remaining terms and conditions of notice from Purchaser regarding this Agreement. If Strategic fails to waive its Objection within such exceptions whether Sellers elect to attempt to remove or cure any such exceptionsfive (5) day period, and Sellers’ failure to deliver such notice in a timely manner it shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected to Terminate this Agreement and receive a refund of the Deposit. With respect to any such Objection so waived (or deemed waived) by Strategic, the Closing shall occur as herein provided without any reduction of or credit against the Contribution Amount in connection therewith. Any change, event, violation, inaccuracy or circumstance of which Strategic has Knowledge as a result of its Due Diligence prior to the Effective Date, or as to matters that would be covered by Survey Objections or Legionnaire’s Objections of which it has knowledge before the applicable Due Diligence Deadline and does not object to remove or cure such exceptionsas provided in this Section 4.3(A), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election included on the applicable Representation Exception Schedule(s) and waived by Purchaser Strategic and the Closing shall occur as herein provided without any reduction of or credit against the Contribution Amount in connection therewith. Except for Survey Objections and Legionnaire’s Objections, Strategic hereby waives its ability to proceed object to Closing taking title any condition or matter related to the Property and agrees to accept the Property in its “as-is” condition, subject to such title exceptions and waiving any claim on account the terms of such exceptionthis Agreement.

Objections. Purchaser Owner will notify Option-Holder in writing ---------- whether Owner is unable or unwilling to cure to Option-Holder's satisfaction any title or survey objections (other than the Permitted Title Exceptions) raised by Option-Holder ("Title Problems"), which notice shall restate the effect set forth in this Section of Owner's failure to respond in accordance with this Section. Owner shall be obligated to remove and discharge of record or otherwise cure to Option-Holder's satisfaction all Title Problems (other than matters which existed of record prior to the commitment date of Option-Holder's title commitment issued by Lawyers Title Insurance Corporation under commitment number LIT-97-14739 excluding monetary liens and judgments for which Owner is responsible) which have the right timely been raised by Option-Holder and which are liens in a fixed or ascertainable amount or result from Owner's actions. Owner's failure to deliver a written such notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions Option-Holder within ten (10) business days after Purchaser’s receipt delivery of such Update (it being understood and agreed that Schedule 4.1 Option-Holder's notice of Title Problems shall be deemed a delivery Owner's refusal to cure all of the Title Objection Notice on Problems by the Execution Date with respect Closing Date, excluding, however, those Title Problems which Owner is obligated hereunder to the items set forth therein)cure. Failure of Purchaser If Owner has not agreed to provide a cure all Title Objection Notice within such Problems other than those which Owner is obligated hereunder to cure, Option-Holder shall have ten (10) business day period days from receipt of Owner's notice (or or, if Owner has failed to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they maygive notice, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt from delivery of Option-Holder's notice from Purchaser regarding such exceptions whether Sellers elect of Title Problems) either (1) to attempt to remove or cure any such exceptionswithdraw, and Sellers’ failure to deliver such without liability, its exercise of the Purchase Option by notice in a timely manner shall be deemed an election by Sellers not writing to remove or cure Owner delivered prior to the expiration of such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice day period, or (or date of deemed election, as applicable), whether Purchaser elects 2) to terminate this Agreement or to proceed to Closing taking title subject to accept such title exceptions and waiving any claim on account as Owner can deliver without reduction or abatement of such exceptionthe Option Price except to the extent of Title Problems which Owner is obligated hereunder to cure. Failure Option-Holder's failure to timely deliver notice of Purchaser to provide such notice in a timely manner termination shall be deemed an election by Purchaser Option-Holder's agreement to proceed to Closing taking title subject to accept such title exceptions and waiving any claim on account as Owner can deliver without reduction or abatement of such exceptionthe Option Price except to the extent of Title Problems which Owner is obligated hereunder to cure.

Objections. Purchaser (i) Notwithstanding anything contained in Section 2.3(a)(i), the Sellers shall have ten (10) Business Days from the right date an Indemnification Claim is given to deliver a written notice the Sellers to object in writing to all or part of an Indemnification Claim (a “Title Objection NoticeNotice of Claim Dispute”) ). If the Buyer and the Sellers fail to Sellers objecting to resolve any items objection contained in an Update which are not Permitted Exceptions such Notice of Claim Dispute within ten (10) business days after Purchaser’s receipt the date the Notice of Claim Dispute is delivered, then, at the request of either party, the Buyer and the Sellers shall meet in an attempt to resolve an objection described in such Update (it being understood Notice of Claim Dispute and agreed that Schedule 4.1 shall be deemed reach a delivery of the Title Objection Notice on the Execution Date written agreement with respect to such objection (the items set forth therein“Claim Settlement Agreement”). Failure of Purchaser to provide . (ii) If the Buyer and the Sellers enter into a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items Claim Settlement Agreement, the objections contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice of Claim Dispute shall be deemed to be Permitted Exceptionsas resolved therein. If the Buyer and the Sellers shall use are unable to resolve the objection described in such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure Notice of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing Claim Dispute within fifteen twenty (1520) days after receipt delivery to the recipient of notice such Notice of Claim Dispute, then the Buyer and Sellers shall submit the objections contained in such Notice of Claim Dispute to arbitration as described in Section 2.3(d)(iii). (iii) Any objection contained in a Notice of Claim Dispute not resolved in a Claim Settlement Agreement shall be resolved by submission to arbitration as follows: The Buyer and the Sellers shall select a single arbitrator from Purchaser regarding such exceptions whether the American Arbitration Association (“AAA”) in New York, NY (an “Arbitrator”) (or, if they cannot agree upon a selection, the Buyer and the Sellers elect to attempt to remove or cure any such exceptionsshall each select an Arbitrator, and Sellers’ failure the two Arbitrators so selected shall choose a third Arbitrator who shall act as the Arbitrator to deliver resolve the dispute). The Arbitrator shall resolve the objection contained in the Notice of Claim Dispute pursuant to the Commercial Arbitration Rules of the AAA as promptly as possible and a decision by the Arbitrator as to the resolution of such notice in a timely manner objection shall be deemed (absent an election by Sellers not to remove or cure such exceptionsagreement of the parties regarding an error that is manifest) conclusive and binding upon the parties for purposes of this Agreement (the “Arbitrator’s Decision”). If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers The Arbitrator’s Decision shall be entitled to one or more adjournments (i) in writing and (ii) nonappealable and incontestable by the Buyer and Sellers and each of the Closing for a period of time their respective Affiliates and personal representatives, heirs, successors and assigns and not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions collateral attack for any reason. The fees and waiving any claim on account of such exception. Failure of Purchaser costs payable to provide such notice in a timely manner the AAA shall be deemed an election paid 50% by Purchaser to proceed to Closing taking title subject to such title exceptions the Buyer and waiving any claim on account of such exception50% from the Escrow Fund. Counsel fees and other costs incurred in connection with the dispute, shall be paid if incurred by the respective parties.

Objections. Purchaser (a) Seller may dispute any amounts reflected on either the Closing Working Capital Statement or Closing Net Indebtedness Statement; provided, however, that Seller shall have the right to deliver a written notify Buyer in writing of each disputed item (such notice (being a “Title Objection NoticeNotice of Dispute”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions ), within ten (10) business 45 calendar days after PurchaserSeller’s receipt of the Closing Working Capital Statement and Closing Net Indebtedness Statement. Such Notice of Dispute shall specify the basis for each such Update (it being understood dispute. If Seller does not deliver to Buyer a Notice of Dispute within such 45-day period, the Closing Working Capital Statement and agreed that Schedule 4.1 Closing Net Indebtedness Statement as prepared by Buyer and delivered to Seller, including without limitation the amount of the Working Capital and Net Indebtedness stated therein, shall be deemed a delivery final and binding on the parties hereto upon the expiration of such 45-day period. Seller and its representatives shall be provided with reasonable access to the books, records, non-proprietary work papers and appropriate personnel of Buyer and, to the extent practicable, its accountants in connection with Seller’s review of the Title Objection Closing Working Capital Statement and Closing Net Indebtedness Statement. (b) After the delivery by Seller to Buyer of any such Notice on the Execution Date of Dispute, Buyer and Seller shall attempt to reconcile their differences with respect to the items Closing Working Capital Statement and Closing Net Indebtedness Statement and any resolution by them as to any disputed amounts set forth therein). Failure in the Notice of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) Dispute shall be deemed Purchaserfinal and binding on the parties hereto. If Buyer and Seller are unable to reach a resolution with such effect within 20 Business Days after the delivery of the Notice of Dispute, either Buyer or Seller may submit the items remaining in dispute for resolution to the office of Deloitte & Touche LLP in New York, New York (the “Independent Accountants”), whereupon each of Buyer and Seller shall promptly furnish to the Independent Accountants such party’s approval final offer for the settlement of all items contained remaining in dispute (each a “Final Offer”). The Independent Accountants shall resolve such Update which are not Permitted Exceptionsdisputed items in accordance with the procedures set forth in Section 1.06 hereof. All such items that are not objected to by Purchaser dispute resolution proceedings in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to connection with either the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in Working Capital Statement or Closing Net Indebtedness Statement shall take place at the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments offices of the Closing for a period of time not to exceed forty-five (45) days Independent Accountants in the aggregate New York, New York or at such other location as Buyer and Seller may mutually agree in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionwriting.

Objections. Purchaser shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (1010 ) business days (business days are Monday through Thursday) after Purchaser’s receipt of such Update the Commitment (it being understood or any update thereto disclosing any new defect or exception) to provide Seller with written notice of Purchaser’s objections to any exceptions raised therein, and agreed that Schedule 4.1 Seller shall be deemed have five (5) business days from the date notified in writing of the particular defects claimed (the “Title Cure Period”), to attempt to either (1) cure the title defect, or (2) obtain title insurance as required above reasonably satisfactory to Purchaser, or (3) if Seller is unable or unwilling to cure an objection, to advise Purchaser of same, in which event Purchaser shall have the rights hereinafter set forth. If Seller remedies the title defect or obtains a delivery revised Commitment reasonably satisfactory to Purchaser in all material respects within the Title Cure Period, Purchaser agrees to complete the sale within five (5) business days of written notification thereof but no sooner than the Closing Date hereinafter specified. If ▇▇▇▇▇▇ is unable or unwilling to remedy the title defect or obtain title insurance within the Title Cure Period and Seller either notifies Purchaser thereof (the “Title Response”) or fails to make an election or notify Purchaser by the end of the Title Objection Notice on Cure Period, Purchaser may elect to: (a) waive such defects and proceed with this transaction, subject to such defects; or (b) terminate this Agreement, in which event the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) Deposit shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected refunded to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure relieved of any and all liability hereunder except for representations, warranties and indemnities stated herein to survive this Agreement. Purchaser shall make any such title exceptionelection no later than the later of (i) three (3) business days after the receipt of the Title Response or (ii) the expiration of the Inspection Period (as defined in Section 7 of this Agreement). Except as set forth If Purchaser fails to give such written notice of termination within the time required herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner it shall be conclusively deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify that Purchaser that Sellers have has elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such waive its title objections and accept them as permitted exceptions (or are deemed to have elected not to remove or cure such exceptionsthe “Permitted Exceptions”), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.

Objections. Purchaser shall have Buyer may object to any matters disclosed by the right to deliver a Title Commitment or the Survey by delivering written notice of any objections (a the “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within Seller on or before ten (10) business days after Purchaser’s receipt Business Days prior to the Due Diligence Termination Date. Any Objection Notice delivered by Buyer pursuant to this Paragraph 6(b) shall specify in reasonable detail any matter to which Buyer objects. If the Title Company subsequently issues any amendment to the Title Commitment showing any additional exception to title and/or if the Survey is later obtained during the balance of such Update (it being understood the Due Diligence Period and agreed that Schedule 4.1 discloses any additional exception or other matter not disclosed on the Title Commitment, Buyer shall be deemed a delivery of entitled to object to any such additional exception (or to any such additional exception or other matter disclosed by the Title Survey, as applicable) by delivering an Objection Notice to Seller and to Escrow Agent on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such or before ten (10) business day period days after ▇▇▇▇▇’s receipt of the amendment to the Title Commitment or ten (10) days after ▇▇▇▇▇’s receipt of the Survey, as applicable. If Buyer fails to deliver an Objection Notice objecting to any matter set forth in the Survey, any amended Survey, the Title Commitment, or any subsequent amendment to include any such matters in a timely delivered and valid the Title Objection Notice) Commitment, within the relevant time periods prescribed above, Buyer shall be conclusively deemed Purchaser’s approval to have approved such matters. Notwithstanding any contrary provision of all items contained this Agreement, but subject to Paragraph 6(d), in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in no event shall any monetary liens or encumbrances securing payment of private debts or obligations constituting a timely delivered and valid Title Objection Notice shall lien against the Property be deemed to be Permitted Exceptions. Sellers Exceptions (as defined below), and the foregoing (if any) affecting the Property shall use such efforts and expend such amounts as they maybe released, in their sole judgmentat Seller’s expense (or by application of Seller’s closing proceeds), deem appropriate to remove at or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exceptionClosing. Except as set forth hereinprovided in the preceding sentence or as otherwise provided in this Paragraph 6 or elsewhere in this Agreement, Sellers Seller shall not have the obligation, however, to cure any such exceptions or pay any amounts no obligation to cure or remove the sameany title matter objected to by Buyer. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed fortyDocuSign Envelope ID: B6D9F1C1-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.D8C9-42D7-A6EE-6EEFA52289F6

Objections. Purchaser shall have Within thirty days after receiving the right Fiserv Affinity Final Balance Sheet, the TIB Final Balance Sheet or the Fiserv Brokerage Final Balance Sheet, as applicable, Seller may object to the applicable statement by delivering to Buyer a written statement describing its objections (in the case of the Fiserv Affinity Final Balance Sheet, the “Fiserv Affinity Statement of Objections”, in the case of the TIB Final Balance Sheet, the “TIB Statement of Objections,” and in the case of the Fiserv Brokerage Final Balance Sheet, the “Fiserv Brokerage Statement of Objections”) (the Fiserv Affinity Statement of Objections, the TIB Statement of Objections and the Fiserv Brokerage Statement of Objections are collectively, the “Statement of Objections”). If Seller fails to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained Statement of Objections within such thirty days, the calculations set forth in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt such applicable Statement of such Update (it being understood and agreed that Schedule 4.1 Objections shall be deemed conclusive and binding upon Buyer and Seller. If Seller delivers a delivery Statement of the Title Objection Notice on the Execution Date Objections within such thirty days, Buyer and Seller will use commercially reasonable efforts to resolve any such objections themselves. If Buyer and Seller shall fail to reach an agreement with respect to any of the objections set forth in a Statement of Objections within such thirty day period after Buyer has received such Statement of Objections, then such unresolved objections shall be submitted for resolution to PricewaterhouseCoopers LLP (or if PricewaterhouseCoopers LLP is not independent or able to act, such other nationally recognized accounting firm as may be reasonably satisfactory to Buyer and Seller) (PricewaterhouseCoopers LLP or such other firm, the “Accounting Firm”). The Accounting Firm will resolve any unresolved objections submitted to it within thirty days following its engagement. The Accounting Firm shall make a determination based solely on presentations by Seller and Buyer, and not by independent review, as to (and only as to) each of the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include in dispute, and shall be instructed that, in resolving any such matters item in dispute, it must select a timely delivered and valid Title Objection Noticeposition with respect to (a) shall be deemed Purchaser’s approval the Fiserv Affinity Final Net Book Value in the case of all items contained the Fiserv Affinity Final Balance Sheet, (b) the TIB Final Net Book Value in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser the case of the TIB Final Balance Sheet, or (c) the Fiserv Brokerage Final Net Book Value in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they maythe case of the Fiserv Brokerage Final Balance Sheet, in their sole judgmenteach case, deem that is either exactly the position of Seller or exactly the position of Buyer or that is between such position of Seller and Buyer. Buyer will revise the Fiserv Affinity Final Balance Sheet, and/or the TIB Final Balance Sheet, and/or the Fiserv Brokerage Final Balance Sheet as appropriate to remove or cure prior reflect the resolution of any objections thereto pursuant to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionSection 1.5.

Objections. Purchaser Developer shall have until the Due Diligence Deadline to examine the Survey and the Title Commitment and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Notwithstanding any other provision of this Agreement, the Commission shall be obligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections, the Commission shall have the right right, but not the obligation, to deliver a written notice attempt to remove, satisfy or otherwise cure (a “Title Objection Notice”to Developer's satisfaction) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions the Objections within thirty (30) days of notice. Within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 Developer's notice of Objections, the Commission shall be deemed a delivery give written notice to Developer informing Developer of the Title Objection Notice on the Execution Date Commission's election with respect to the items set forth therein)Objections. Failure If the Commission fails to give written notice of Purchaser to provide a Title Objection Notice its election within such ten (10) day business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) period, the Commission shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove attempt to cure the Objections. In the event an updated title commitment, updated survey or cure such exceptions)disclosure through any other means discloses a defect in the title or survey Objections with respect to the Property after the Objection deadline, and such defect was not known to the Developer, Developer shall have ten (10) business days to examine the disclosed defect and make Objections if Developer deems it necessary to do so. Any such Objections made after the Objections deadline, shall be handled as if the Objections were made prior to the objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any such exception can reasonably Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen either: (15i) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects elect to terminate this Agreement by written notice to the Commission, in which event the parties shall have no further right or obligation under this Agreement (except for rights or obligations which expressly survive the termination of this Agreement); or (ii) waive the Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect. (b) To terminate this Agreement pursuant to proceed this Section 2.2, Developer must give written notice to Closing taking title subject the Commission of Developer's election to such title exceptions terminate not later than ten (10) business days (i) after receipt of written notice from the Commission of the Commission's election not to attempt to cure any Objections; (ii) after receipt of written notice from the Commission of the Commission's determination, having previously elected to attempt to cure, that it is unable or unwilling to do so; or (iii) after the Commission's failure to give written notice of its election to attempt to cure any Objections. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall expire and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner Objections shall be deemed to be a "Permitted Encumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and any Objections that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an election by Purchaser accurate survey of the Property, shall be deemed to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionbe a "Permitted Encumbrance".

Objections. Purchaser Owner will notify Option-Holder in writing whether Owner is unable or unwilling to cure to Option-Holder’s satisfaction any title or survey objections (other than the Permitted Title Exceptions) raised by Option-Holder (“Title Problems”), which notice shall restate the effect set forth in this Section of Owner’s failure to respond in accordance with this Section. Owner shall be obligated to remove and discharge of record or otherwise cure to Option-Holder’s satisfaction all Title Problems (other than the Permitted Title Exceptions), which have the right timely been raised by Option-Holder and which are liens in a fixed or ascertainable amount or result from Owner’s actions. Owner’s failure to deliver a written such notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions Option-Holder within ten (10) business days after Purchaserdelivery of Option-Holder’s receipt notice of such Update (it being understood and agreed that Schedule 4.1 Title Problems shall be deemed a delivery Owner’s refusal to cure all of the Title Objection Notice on Problems by the Execution Date with respect Closing Date, excluding, however, those Title Problems which Owner is obligated hereunder to the items set forth therein)cure. Failure of Purchaser If Owner has not agreed to provide a cure all Title Objection Notice within such Problems other than those which Owner is obligated hereunder to cure, Option-Holder shall have ten (10) business day period days from receipt of Owner’s notice (or or, if Owner has failed to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they maygive notice, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt from delivery of Option-Holder’s notice from Purchaser regarding such exceptions whether Sellers elect of Title Problems) either (1) to attempt to remove or cure any such exceptionswithdraw, and Sellers’ failure to deliver such without liability, its exercise of the Purchase Option by notice in a timely manner shall be deemed an election by Sellers not writing to remove or cure Owner delivered prior to the expiration of such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice day period, or (or date of deemed election, as applicable), whether Purchaser elects 2) to terminate this Agreement or to proceed to Closing taking title subject to accept such title exceptions and waiving any claim on account as Owner can deliver without reduction or abatement of such exceptionthe Option Price except to the extent of Title Problems which Owner is obligated hereunder to cure. Failure Option-Holder’s failure to timely deliver notice of Purchaser to provide such notice in a timely manner termination shall be deemed an election by Purchaser Option-Holder’s agreement to proceed to Closing taking title subject to accept such title exceptions and waiving any claim on account as Owner can deliver without reduction or abatement of such exceptionthe Option Price, except to the extent of Title Problems which Owner is obligated hereunder to cure.

Objections. Purchaser Developer shall have until the Due Diligence Deadline to examine the Survey and the Title Commitment and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Notwithstanding any other provision of this Agreement, the Commission shall be obligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections, the Commission shall have the right right, but not the obligation, to deliver a written notice attempt to remove, satisfy or otherwise cure (a “Title Objection Notice”to Developer's satisfaction) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions the Objections within thirty (30) days of notice. Within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 Developer's notice of Objections, the Commission shall be deemed a delivery give written notice to Developer informing Developer of the Title Objection Notice on the Execution Date Commission's election with respect to the items set forth therein)Objections. Failure If the Commission fails to give written notice of Purchaser to provide a Title Objection Notice its election within such ten (10) day business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) period, the Commission shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or cure such exceptions)disclosure through any other means discloses a new defect in the title or Survey objection with respect to the Property after the Objection deadline, and such new defect was not known to the Developer, Developer shall have ten (10) business days to examine the disclosed new defect and make an Objection if Developer deems it necessary to do so. Any Objection regarding a new defect made after the Objection deadline, shall be handled as if the Objection were made prior to the Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any such exception can reasonably Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen either: (15i) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects elect to terminate this Agreement by written notice to the Commission, in which event the parties shall have no further right or obligation under this Agreement (except for rights or obligations which expressly survive the termination of this Agreement); or (ii) waive the Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect. (b) To terminate this Agreement pursuant to proceed this Section 2.2, Developer must give written notice to Closing taking title subject the Commission of Developer's election to such title exceptions terminate not later than ten (10) business days (i) after receipt of written notice from the Commission of the Commission's election not to attempt to cure any Objection; (ii) after receipt of written notice from the Commission of the Commission's determination, having previously elected to attempt to cure, that it is unable or unwilling to do so; or (iii) after the Commission's failure to give written notice of its election to attempt to cure any Objection. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall expire and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner Objections shall be deemed to be a "Permitted Encumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an election by Purchaser accurate survey of the Property, shall be deemed to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionbe a "Permitted Encumbrance".

Objections. Purchaser Developer shall have until the expiration of the Site Inspection Period to examine the Survey and the Title Commitment and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Notwithstanding any other provision of this Agreement, the Commission shall be obligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections (the "Objection Notice"), the Commission shall have the right right, but not the obligation, to deliver a written notice attempt to remove, satisfy or otherwise cure (a “Title to Developer's satisfaction) the Objections within thirty (30) days of its receipt of the Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within . Within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 the Objection Notice, the Commission shall be deemed a delivery give written notice to Developer informing Developer of the Title Objection Notice on the Execution Date Commission's election with respect to the items set forth thereinObjections (the "Response"). Failure of Purchaser If the Commission fails to provide a Title Objection Notice its Response within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) period, the Commission shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or cure such exceptions)disclosure through any other means discloses a defect in the title or Survey with respect to the Property after the Objection deadline, and such defect was not known to the Developer, Developer shall have ten (10) business days to examine the disclosed defect and to provide an additional Objection Notice if Developer deems it necessary to do so. Any Objection made after the initial Objection deadline, shall be handled as if the Objection were made prior to the initial Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any such exception can reasonably Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen either: (15i) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects elect to terminate this Agreement by written notice to the Commission, in which event the Deposit shall be returned to Developer and the parties shall have no further right or obligation under this Agreement (except for rights or obligations which expressly survive the termination of this Agreement); or (ii) waive the Objections and continue the transaction contemplated by this Agreement. If the Commission does remove, satisfy or otherwise cure the Objections, then this Agreement shall continue in full force and effect. (b) To terminate this Agreement pursuant to proceed this Section 2.2, Developer must give written notice to Closing taking title subject the Commission of Developer's election to such title exceptions terminate not later than ten (10) business days (i) after receipt of the Response from the Commission specifying the Commission's election not to attempt to cure any Objection; (ii) after receipt of written notice from the Commission of the Commission's determination, having previously elected to attempt to cure, that it is unable or unwilling to do so; or (iii) after the Commission's failure to timely provide its Response. If Developer fails to give timely notice of its election to terminate for any reason whatsoever, Developer's right to terminate this Agreement under this Section 2.2 shall expire and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner Objections shall be deemed to be a "Permitted Encumbrance". Moreover, any matter disclosed on the Survey or the Title Commitment to which Developer does not timely object or which are approved by Developer, and any Objection that is waived or deemed to have been waived by Developer, and any matter that would have been disclosed by an election by Purchaser accurate survey of the Property, shall be deemed to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionbe a Permitted Encumbrance.

Objections. Purchaser For so long as Content Participant is an Eligible Content Participant, it shall have the right to deliver file a written notice objection to (a “Title Objection Notice”1) any change to Sellers objecting the Compliance Rules or the Notice Sections, (2) any change to the Specifications, or (3) the proposed issuance or execution of any items contained in an Update which are not Permitted Exceptions within ten other document (10other than the Operative Protection Agreements) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date by AACS LA, if, with respect to any of (1) through (3), in the items view of Content Participant, such change, issuance or execution would have a material and adverse effect on the integrity, security, or performance of AACS Technology, the security of AACS Content, or the rights of Content Participant with respect to AACS Technology (each, an “AACS Proposed Action”). Any such objection shall set forth therein). Failure with specificity the alleged material and adverse effects on the integrity, security or performance of Purchaser AACS Technology, the security of AACS Content, or the rights of Content Participant with respect to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered AACS Technology, and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected delivered to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within AACS LA no later than fifteen (15) days after receipt the date of service of notice from Purchaser regarding by AACS LA pursuant to Section 3.6(a) at the address specified in the notice provisions of this Interim Agreement. In the event AACS LA has served such exceptions whether Sellers elect notice to attempt Content Participant by mail, three (3) days shall be added to remove or cure the prescribed period for filing an objection. AACS LA agrees to consider any such exceptionsobjection in good faith. If AACS LA rejects such objection, and Sellers’ failure it shall provide prompt written notice thereof to deliver every Content Participant that filed a written objection explaining the reasons for such rejection, including the benefits that would be afforded by the AACS Proposed Action. AACS LA may not engage in such change, issuance or execution until at least 30 days after such notice in of rejection has been provided or such objection has been expressly waived by a timely manner shall be deemed an election majority of Eligible Content Participants. Absent receipt by Sellers not to remove AACS LA of a written objection from Content Participant or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of Fellow Content Participants pursuant to this Section 3.6(b), AACS LA may take the Closing for a period of time not to exceed forty-five (45) days action described in the aggregate in order notice delivered pursuant to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptionsSection 3.6(a), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.

Objections. Purchaser shall have thirty (30) days from the Effective Date to notify Seller of any objections to the Commitment or Updated Survey (the "Objection Period"). Seller shall have Len ( I0) business days from the date notified in writing of the particular defects claimed during the Objection Period (the "Cure Period"), to either: (I) remedy the title, (2) obtain title insurance with regard to the defect in form and substance satisfactory to Purchaser in all respects, or (3) notify Purchaser that Seller is unable or unwilling to remedy the title or obtain the title insurance, and thereafter Purchaser may elect to terminate this Agreement and receive a refund of the Deposit if Seller does not cure all such title objections, or Purchaser may elect to waive such defects and proceed with this transaction subject thereto and, provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, such liens or encumbrances shall in no event be deemed a Permitted Encumbrance and Seller shall be responsible for causing such liens or encumbrances to be paid off in full and released as of the Closing Date. If Purchaser does not notify Seller ofa particular defect within the Objection Period, then Purchaser shall be deemed to have approved the matters identified in the Commitment and the Updated Survey. If Seller is unable or unwilling to remedy the title or obtain title insurance within the Cure Period and Purchaser elects to terminate this Agreement, the Deposit shall be refunded forthwith in full termination of this Agreement. In the event that there are new conditions identified on any updated title commitments or any updates to the Updated Survey which were not previously identified on the Commitment or the Updated Survey, then, in such event, Purchaser shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt notify Seller of such Update (it being understood objections which will be treated as new title defects as set forth in this Section 4.C and agreed Purchaser shall have the right to object lo such matters as set forth above. In the event Purchaser notifies Seller of any title defects as provided above, and provided that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date Seller is willing to cure such defects and thereafter obtains title insurance endorsements to provide affirmative insurance with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any title defects, then in such matters in a timely delivered and valid Title Objection Notice) event, Seller shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to solely responsible for the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure cost of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionendorsements.

Objections. Purchaser shall have In the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed event that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in Seller delivers a timely delivered written objection to an Earn- out Statement pursuant to this Section 2.3, and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in Buyer and Seller are unable to resolve such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing objection within fifteen (15) days after receipt Buyer is notified of notice from Purchaser regarding Seller’s objection, then, within five (5) business days after such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice resolve the matters in a timely manner dispute, the matters in dispute shall be deemed an election submitted for final and binding determination to a firm of independent certified public accountants agreed upon by Sellers not the parties, or if the parties are unable to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptionsdo so, then Sellers the firm to be used shall be entitled to one or more adjournments of selected by lot from among the Closing for a period of time not to exceed “Big 4” accounting firms (the “Accountants”). The Accountants shall prepare their resolution statement within forty-five (45) days in of appointment. The Earn-out Statement proposed by Buyer, as adjusted by agreement of Seller and Buyer or finally determined by the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed electionAccountants, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions reflect the resolution of any timely objections made thereto by Seller, and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner the resulting Earn-out amount (the “Final Annual Earn- out Amount”) shall be deemed binding on the parties hereto. Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Earn-out Statements, and resolving objections thereto. In the event Seller objects to an election Earn-out Statement and the Final Annual Earn-Out Amount determined by Purchaser the Accountants is more than 105% of the amount set forth in Buyer’s Earn-out Statement, then Buyer shall pay the fees and expenses of the Accountants, and, in addition, shall reimburse Seller for any attorneys’ fees (including disbursements) incurred by Seller in objecting to proceed the Earn-out Statement and submitting the dispute to Closing taking title subject the Accountants. In the event the Final Annual Earn-Out Amount determined by the Accountants is not more than 105% of the amount set forth in Buyer’s Earn-out Statement, then Seller shall pay the fees and expenses of the Accountants, and, in addition, shall reimburse Buyer for any attorneys’ fees (including disbursements) incurred by Buyer in responding to such title exceptions Seller’s objections to the Earn-out Statement and waiving any claim on account of such exceptionsubmitting the dispute to the Accountants.

Objections. Purchaser Notwithstanding anything contained in this Contract to the contrary, Seller shall not be obligated to convey to Buyer any greater interest in, or title to, all or any portion of the Property beyond that which Seller owns and has a right to convey. Buyer shall have 30 days from its receipt of the last to be received of: (a) the Commitment, (b) the best available copies of all documents listed therein as constituting exceptions to or reservations from Seller’s title to the Property (collectively, the “Exception Documents”), and (c) any New Survey (subject to the provisions of Section 5.02 above capping the time to receive any New Survey to 45 days after the Effective Date), within which to examine same and give Seller written notice setting forth any objections Buyer has to anything contained therein or to such title as Seller has a right to convey; provided however, that Buyer shall have no right to object to the existence of and/or encumbrance of the Property by the Remediation Easement (as defined in Section 8.03). Any item contained in the Survey, the Commitment or the Exception Documents shall be deemed approved by Buyer unless Buyer notifies Seller of Buyer’s objection to same within said 30 day period. Seller shall have the right, but not the duty, to cure any such objection of Buyer. If any such objection is not cured within 15 days from Seller’s receipt of notice of such objection, Buyer may, at Buyer’s option and as Buyer’s sole remedy, terminate this Contract by giving written notice of termination to Seller within three (3) days from and after the expiration date of such 15 day period, and, in such event, the parties hereto will be relieved of all further liabilities hereunder (except those which, by their express terms, survive the termination hereof) and the ▇▇▇▇▇▇▇ Money will be refunded to Buyer. If Buyer does not so notify Seller of termination within such three (3) day period, Buyer shall be deemed to have approved any objectionable item not cured. Notwithstanding anything to the contrary contained in this Contract, Buyer shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to terminate this Contract without cause at any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure time prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects end of the Review Period in accordance with the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure provisions of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt Section 4.03 of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptionsthis Contract, and Sellers’ failure to deliver such notice the terms of this Section 5.03 do not limit or affect that right in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionway.

Objections. If Purchaser shall have has an objection to items disclosed in the right to deliver a Commitment, then Purchaser may give Seller written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions of its objections within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery full execution of the Title Objection Notice on Purchase Agreement, but in any event not later than three (3) days before the Execution Date with respect expiration of the Inspection Period. Any exception to title identified in the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are Commitment not objected to by Purchaser in a timely delivered the manner and valid Title Objection Notice within the time period specified in this Section 6 shall be deemed to be Permitted Exceptionsaccepted by Purchaser. Sellers shall use such efforts and expend such amounts as they mayIf Purchaser gives timely written notice of its objections, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers then Seller shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (155) Business Days after receipt of Purchaser’s notice (“Seller's Cure Period”) whether Seller elects to remove or to cause the Title Company to insure against the same. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s title objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove at Closing financing liens of an ascertainable amount created by Seller. If any objection is not satisfied during Seller's Cure Period, then Purchaser shall elect not later then five (5) days after the expiration of Seller's Cure Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice (of termination on or before such date shall constitute Purchaser’s waiver of deemed electionany title objections that Seller is unwilling to cure, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to and such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner objections shall be deemed an election by Purchaser to proceed to Permitted Exceptions, and Closing taking title subject to such title exceptions and waiving shall occur as provided in this Agreement without any claim on account reduction of such exceptionor credit against the Sales Price.

Objections. If Purchaser shall have the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting has an objection to any items contained disclosed in an Update which are not Permitted Exceptions within ten the Commitment or Survey, then Purchaser may give Seller written notice of its objections (10the “Objections”) business days on or prior to one (1) Business Day after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on Effective Date. Any exception to title identified in the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (Commitment or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are Survey not objected to by Purchaser in a timely delivered the manner and valid Title Objection Notice within the time period specified in this Section 6 shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Noticeaccepted by Purchaser; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligationprovided, however, in no event shall Purchaser be required to cure object to or deemed to have accepted title subject to (i) unpaid taxes and special assessments for any such exceptions years before the year of Closing during which Seller has had title to the Property, (ii) deeds of trust or pay mortgages, or (iii) any amounts monetary lien created by, through or under Seller, including without limitation, any mechanics’ liens for work performed by, through or under Seller or encumbrances or liens that have been filed against the Property after the Effective Date without Purchaser’s prior written consent and that will not otherwise be satisfied on or before the Closing Date (all of the foregoing hereinafter collectively referred to cure as the “Seller’s Required Removal Items”). Seller shall be obligated to satisfy Seller’s Required Removal Items at or remove the sameprior to Closing, other than any encumbrance or lien created by, though or under Tenant. Sellers If Purchaser gives timely written notice of its Objections, then Seller shall notify Purchaser in writing within fifteen three (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (153) Business Days after receipt of Purchaser’s notice (“Seller's Response Period”) whether Seller elects to remove or to cause the Title Company to insure against each Objection; provided, however, that any affirmative coverage or endorsement to be issued by the Title Company as a cure of any of Purchaser’s Objections must be in form and substance reasonably satisfactory to Purchaser. Seller’s failure to deliver such written notice shall constitute Seller’s election not to cure Purchaser’s Objections. Seller shall have no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove at Closing the Seller’s Required Removal Items (other than any encumbrance or lien created by, though or under Tenant). If any Objection is not satisfied during Seller's Response Period, or during the Seller’s Response Period Seller does not deliver written notice agreeing to cure such Objections prior to Closing, then Purchaser shall elect not later than two (2) Business Days after the expiration of Seller's Response Period, but in any event on or before expiration of the Inspection Period, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied Objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Purchaser’s failure to give such notice (of termination on or before such date shall constitute Purchaser’s waiver of deemed electionany of Purchaser’s Objections to matters set forth in the Commitment or Survey that Seller is unwilling to cure, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to and such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner Objections shall be deemed an Permitted Exceptions upon Closing. If following the expiration of the Inspection Period any update to the Commitment or Survey or update to the New Survey reveals any new matters not set forth in the Commitment or Survey as of the expiration of the Inspection Period (collectively, the “New Matters”), Purchaser shall have three (3) Business Days from receipt of such updated Commitment or Survey to review and provide any supplemental Objections with respect to such New Matters (a “Supplemental Objection Notice”). If Purchaser timely delivers a Supplemental Objection Notice, then Seller shall notify Purchaser in writing within three (3) Business Days after receipt of Purchaser’s Supplemental Objection Notice (“Seller's Supplemental Response Period”) whether Seller elects to remove or to cause the Title Company to insure against each Objection; provided, however, that any affirmative coverage or endorsement to be issued by the Title Company as a cure of any of Purchaser’s Objections must be in form and substance satisfactory to Purchaser in Purchaser’s sole discretion. Seller’s failure to deliver such written notice during the Seller’s Supplemental Response Period shall constitute Seller’s election by not to cure Purchaser’s Objections set forth in the applicable Supplemental Objection Notice. If any Objection is not satisfied during Seller's Supplemental Response Period, or during the Seller’s Supplemental Response Period Seller does not deliver written notice agreeing to cure such Objections prior to Closing, then Purchaser shall elect not later than two (2) Business Days after the expiration of Seller's Supplemental Response Period, but in any event prior to one (1) Business Day prior to Closing, as its sole and exclusive remedy to either: (i) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (ii) waive the unsatisfied Objection (which shall thereupon become a Permitted Exception) and proceed to Closing taking title subject Closing. Purchaser’s failure to give such title exceptions notice of termination on or before such date shall constitute Purchaser’s waiver of any of Purchaser’s Objections to matters set forth in the applicable update of the Commitment or Survey that Seller is unwilling to cure, and waiving such Objections shall be deemed Permitted Exceptions upon Closing. In the event that Seller elects in its written response to any claim on account Purchaser’s Objections or Supplemental Objection Notice to cure any Objection and subsequently fails to cure same prior to Closing, it shall be a default by Seller under this Agreement, and Purchaser shall have the remedies set forth in Section 11(b) of such exceptionthis Agreement.

Objections. If any Commitment, any amendments or supplements thereto, or any title reports, certificates, updates, UCC searches or surveys (collectively, the “Search Items”), discloses any lien or encumbrances on (or defect in the Seller’s title to) the Real Estate, other than the Permitted Encumbrances, to which Purchaser objects, Purchaser shall have notify Seller in writing of such objection (the right to deliver a written notice (a “Title Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions detail within ten five (105) business days after Purchaser’s receipt by Purchaser of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a Search Item. If Purchaser fails to timely delivered and valid Title give an Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by , Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions have approved all matters to which Purchaser properly objects may have objected in such Objection Notice if given timely. If Purchaser timely gives the Objection Notice, Seller shall have the right, but not the obligation, to indicate which matters, if any, identified in the Title Objection Notice will be addressed (and the manner in which such matters will be addressed) by Closing by giving written notice thereof (“Seller’s Response”) to Purchaser within three (3) business days after receipt by Seller of an Objection Notice; it being understood and agreed that causing . Seller’s failure to give timely Seller’s Response shall be deemed to constitute Seller’s election not to address any of the Title Company matters set forth in the Objection Notice. If Seller elects to insure over address any such title exception matter it shall do so in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptionsPurchaser. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions Seller elects (or are is deemed to have elected elected) not to remove or cure such exceptions), and if address any such exception can matter, or having elected to do so fails to address any such matter in a manner reasonably be expected acceptable to have, individually or in the aggregate, a Material Adverse EffectPurchaser, then Purchaser shall notify Sellers within fifteen have the options set forth in subparagraph (15ii) Business Days after receipt below of such notice this paragraph 3.3. Seller shall have and be entitled to a reasonable adjournment of the Closing (or date of deemed election, as applicablenot to exceed sixty (60) days), whether within which to address such objections, and it is mutually agreed and covenanted that any matter shown in any Search Item, not set forth in an Objection Notice is waived as an objection to title and shall be deemed included within the Permitted Encumbrances as if set forth in Section 3.1. Notwithstanding anything to the contrary, Seller shall have no obligation to remove any such matters to which Purchaser elects objects in an Objection Notice if the expense to terminate this Agreement Seller to remove such matters exceeds (a) FIFTY THOUSAND and 00/100 ($50,000.00) DOLLARS in the aggregate with respect to a Property and (b) TWO HUNDRED FIFTY THOUSAND and 00/100 ($250,000.00) DOLLARS in the aggregate with respect to all the Property, except that Seller shall cause the Title Company to agree to omit from any policy of title insurance to be issued to Purchaser at Closing, pursuant to the Commitment, any mortgage liens encumbering a Property, including, without limitation, the mortgage liens held by iStar Financial, Inc. and Alpha Capital LLC (collectively, the “Liens to be Discharged”). Other than the Liens to be Discharged, if Seller (i) is unable or unwilling to proceed remove any such matters aggregating more than FIFTY THOUSAND and 00/100 ($50,000.00) DOLLARS with respect to a Property or TWO HUNDRED FIFTY THOUSAND and 00/100 ($250,000.00) DOLLARS for all the Property or fails to cause the Title Insurance Company to remove same from Purchaser’s title insurance policy or (ii) is unable to convey the Property as herein agreed to be conveyed, Purchaser shall have the option of either (1) waiving Purchaser’s objection to such matters and proceeding with the Closing taking and accepting title subject to such matters without any abatement or reduction to the Purchase Price; or (2) rejecting the title exceptions and waiving any claim on account receiving a return of such exception. Failure the Deposit, whereupon all liability and obligations hereunder shall terminate, except those expressly stated to survive termination hereof, and this Agreement and all rights of Purchaser herein and to provide such notice the Property shall become null and void. Without limiting the generality of the foregoing, Seller shall not be obligated to bring any action or proceeding to remove any matters to which Purchaser objects in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionObjection Notice.

Objections. Purchaser (a) Buyers shall have until the right Title Objection Date to deliver give Seller a written notice (a the “Title Objection Notice”) that sets forth in reasonable detail any objections that Buyers have to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten title or survey matters affecting the Land (10) business the “Buyers’ Title Objections”). Seller shall have 10 days after Purchaser’s from its receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on (“Seller’s Title Election Period”) to give Buyers notice as to whether Seller elects to use reasonable efforts to cure the Execution Date with respect Buyers’ Title Objections by the end of the Study Period. If Seller fails to give Buyers written notice of such election before the items set forth therein). Failure end of Purchaser to provide a Seller’s Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice Election Period, Seller shall be deemed to be Permitted Exceptionshave elected to cure the Buyers’ Title Objections. Sellers shall use such efforts If Seller elects during the Seller’s Title Election Period, and expend such amounts as they maytimely notifies Buyers in writing, in their sole judgment, deem appropriate not to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, attempt to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure Buyers’ Title Objections, such exceptions. If Sellers notify Purchaser that Sellers Buyers’ Title Objections shall constitute Permitted Exceptions and Buyers shall have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) until 10 Business Days after receipt of Seller’s notice not to cure to determine whether to take title to the Assets subject to such notice (matters or date to terminate this Agreement. If Seller elects to cure any one or more of deemed electionthe Buyers’ Title Objections, Seller shall have until the end of the Study Period to complete such cure, failing which Buyers shall have the option of either accepting the title as applicable), whether Purchaser elects it then is or terminating this Agreement. If Buyers elect to terminate this Agreement pursuant to this Section 4.4(a), (i) the Deposit shall be returned to Buyers, and (ii) Seller and Buyers shall have no further obligations or liabilities to proceed each other hereunder. (b) Buyers shall be entitled to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to request that the Title Company provide such notice in a timely manner endorsements to Buyers’ title insurance policies as Buyers may reasonably require, provided that (i) such endorsements or amendments shall be deemed an election by Purchaser at no cost to, and shall impose no additional liability on, Seller, and (ii) Buyers’ obligations under this Agreement shall be conditioned upon its ability to proceed to Closing taking title subject to obtain such title exceptions and waiving any claim on account of such exceptionendorsements.

Objections. Purchaser shall have until fourteen (14) business days from the right to deliver a written notice issuance of the Title Commitment (a the “Title Objection NoticePeriod”) to Sellers objecting review the Survey, Title Commitment and Exception Documents and deliver to any Seller, in writing, such objections as Purchaser may have to anything contained or set forth in the Survey, Title Commitment and Exception Documents (“Title Objections”). Any items contained in an Update to which are Purchaser does not Permitted Exceptions object to within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title Objection Notice on the Execution Date with respect to the items set forth therein). Failure of Purchaser to provide a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice Period shall be deemed to be approved by Purchaser and shall be “Permitted Exceptions” (herein so called) for purposes of this Agreement. Sellers shall use such efforts and expend such amounts Notwithstanding the foregoing, the items set forth as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects requirements in the Title Objection Notice; it being understood Commitment, and agreed that causing all other items the Title Company identifies to insure over any such title exception in a manner reasonably acceptable to Purchaser be released upon Closing, shall be deemed a cure of such title exceptionobjections by Purchaser. Except as set forth hereinIf Title Objections are timely delivered to Seller by Purchaser, Sellers Seller shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen ten (1510) days after receipt of Purchaser’s Title Objections to give Purchaser and Title Company, with respect to each Title Objection, either (i) evidence satisfactory to Purchaser of the removal of the Title Objection or that the Title Objection will be removed or cured on or before the Closing (in which event such cure or removal shall be a condition precedent to Purchaser’s obligation to proceed with the Closing); or (ii) written notice from Purchaser regarding such exceptions whether Sellers elect to attempt that Seller elects not to remove or cure any such exceptions, and Sellers’ Title Objection. Seller's failure to deliver such notice in a timely manner respond to Purchaser’s Title Objections shall be deemed an election by Sellers Seller not to remove or cure such exceptionsTitle Objections. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected Seller elects not to remove or cure any Title Objection, Purchaser shall, within three (3) days of Seller’s election, either (i) waive such exceptions Title Objection and proceed with the Closing, or (or are ii) terminate this Agreement by written notice to Seller and receive a refund of the E▇▇▇▇▇▇ Money. If Purchaser fails to notify Seller of its election to terminate the Agreement within three (3) days of Seller’s notice not to cure a Title Objection, Purchaser shall be deemed to have elected not to remove waive the Title Objection and proceed to Closing. All title exceptions which are approved or cure such exceptions), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then deemed approved by Purchaser shall notify Sellers within fifteen (15) Business Days after receipt constitute Permitted Exceptions for purposes hereof. Notwithstanding the foregoing except for the Deed of such notice (or date Trust for the Assumed Loan and related documents, all matters reflected as requirements of deemed electionthe Title Commitment, liens and items which are designated by the Title Company as applicable), whether Purchaser elects matters to terminate this Agreement or to proceed be satisfied prior to Closing taking title subject to such title exceptions shall not constitute Permitted Exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election discharged and satisfied by Purchaser to proceed Seller prior to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionshall not constitute a Permitted Exception for purposes hereof.

Objections. Purchaser Developer shall have until the Due Diligence Deadline to examine the Survey and the Title Commitment and to provide written objections to the Commission of defects set forth on the Survey and/or the Title Commitment as determined by Developer (collectively, the "Objections"). Notwithstanding any other provision of this Agreement, the Commission shall be obligated to remove all monetary liens attached to the Property evidencing the Commission's obligation to pay money to a third party at Closing, irrespective of whether such are stated as Objections. In the event Developer gives timely written notice of its Objections (the "Objection Notice"), the Commission shall have the right right, but not the obligation, to deliver a written notice attempt to remove, satisfy or otherwise cure (a “Title to Developer's satisfaction) the Objections within thirty (30) days of its receipt of the Objection Notice”) to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within . Within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 the Objection Notice, the Commission shall be deemed a delivery give written notice to Developer informing Developer of the Title Objection Notice on the Execution Date Commission's election with respect to the items set forth thereinObjections (the "Response"). Failure of Purchaser to If the Commission fails provide a Title Objection Notice its Response within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) period, the Commission shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen (15) days after receipt of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove or cure any such exceptions, and Sellers’ failure to deliver such notice in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove attempt to cure the Objections. In the event an updated Title Commitment, updated Survey or cure such exceptions)disclosure through any other means discloses a defect in the title or Survey with respect to the Property after the Objection deadline, and such defect was not known to the Developer, Developer shall have ten (10) business days to examine the disclosed defect and to provide an additional Objection Notice if Developer deems it necessary to do so. Any such Objection made after the initial Objection deadline, shall be handled as if the Objection were made prior to the initial Objection deadline. (a) If the Commission elects or is deemed to have elected not to attempt to cure any such exception can reasonably Objections or if, after electing to attempt to cure the Objections, the Commission determines by written notice to Developer that the Commission is unwilling or unable to remove, satisfy or otherwise cure any Objections, Developer's sole remedy under this Agreement shall be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen either: (15i) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects elect to terminate this Agreement by written notice to the Commission, in which event the parties shall have no further right or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account obligation under this Agreement (except for rights or obligations which expressly survive the termination of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.this Agreement); or

Objections. Purchaser In the event that the Transferee is unable to obtain or maintain a Title Policy in the form described above as to one or more of the Real Properties (each an "AFFECTED PROPERTY") by reason of a matter other than a Permitted Encumbrance (a "TITLE OBJECTION"), the Transferee shall have give the right to deliver a TCR Parties written notice (a “Title Objection Notice”the "OBJECTION NOTICE") to Sellers objecting to any items contained in an Update which are not Permitted Exceptions within ten (10) business days after Purchaser’s receipt of such Update Title Objections as to each Affected Property no later than three (it being understood and agreed 3) Business Days after the Effective Date, or, in the case of matters that Schedule 4.1 shall be deemed a delivery Transferee becomes aware of after the Effective Date, five (5) Business Days after the date that Transferee receives written notice of the Title Objection Notice on the Execution Date with respect to the items set forth therein)same. Failure of Purchaser to provide Any such lien, encumbrance or other matter not raised as a Title Objection Notice within such ten (10) business day period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed Purchaser’s approval of all items contained in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title submitted Objection Notice shall be deemed a Permitted Encumbrance. The TCR Parties shall have the option, but not the obligation, for a period of twenty (20) days following receipt of the Objection Notice (the "TCR CURE PERIOD") to be Permitted Exceptions. Sellers shall use cure or remedy such efforts and expend Title Objection whether by fully bonding off or addressing otherwise so long as such amounts as they may, in their sole judgment, deem appropriate to remove item is removed or cure prior to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in insured on the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception Policy in a manner reasonably acceptable satisfactory to Purchaser shall be deemed a cure Transferee. If any Title Objection as to an Affected Property remains uncured at the end of the TCR Cure Period, the Transferee may, as its sole and exclusive remedy in such title exception. Except event, either (i) terminate this Agreement as set forth herein, Sellers shall to such Affected Property by written notice to the TCR Representatives not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing within fifteen less than five (155) days after receipt the expiration of notice from Purchaser regarding such exceptions whether Sellers elect to attempt to remove the TCR Cure Period or cure (ii) waive any such exceptionsuncured Title Objection, and Sellers’ which shall thereupon become a Permitted Encumbrance. The Transferee's failure to deliver such notice in a timely manner shall be deemed an election by Sellers not terminate the Agreement as to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers Affected Property in the manner and within the time provided in the preceding sentence shall be entitled constitute its waiver of any uncured Title Objection relating to or affecting such Affected Property. In the event of a termination of this Agreement as to one or more adjournments of the Closing for a period Affected Properties under this Section 4.3, such Affected Properties shall be treated as "WITHDRAWN PROPERTY" under Section 3.5 and, subject to the provisions of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptions)Section 3.5, and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or shall continue in full force and effect as to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exceptionall other Property.

Objections. If Seller objects to all or part of the 60-Day Statement as delivered by Purchaser, Seller must deliver to Purchaser shall have the right to deliver a written notice of such objection(s) (a “Title the "60-Day Seller Objection Notice”") not more than five (5) days after receipt of the 60-Day Statement from Purchaser. Purchaser shall, and shall cause the Company to Sellers objecting provide to any items contained Seller, during normal business hours and upon reasonable advance notice, full access to the books and records of the Company, the personnel of, and work papers prepared by Purchaser and/or its accountants or other Representatives to the extent that they relate to the 60-Day Statement and to such historical financial information (to the extent in an Update which are Purchaser's possession) relating to the 60-Day Statement as Seller may request for the purpose of reviewing the 60-Day Statement and to prepare a 60-Day Seller Objection Notice. If Seller does not Permitted Exceptions deliver the 60-Day Seller Objection Notice to Purchaser within such 5-day period, Seller shall be deemed to have accepted the 60-Day Statement delivered by Purchaser. If Seller delivers the 60-Day Seller Objection Notice to Purchaser within such 5-day period, Purchaser and Seller shall use reasonable efforts to resolve all objections set forth in the 60-Day Seller Objection Notice. If Purchaser and Seller do not reach a final resolution of all such objections within ten (10) business days after Purchaser’s receipt of such Update (it being understood and agreed that Schedule 4.1 shall be deemed a delivery of the Title 60-Day Seller Objection Notice on the Execution Date with respect Notice, Purchaser and Seller shall submit all unresolved objections to the items set forth thereinIndependent Accountant for resolution (the "Unresolved 60-Day Objections"). Failure of Any documents submitted by Purchaser or Seller to provide a Title Objection Notice within such ten (10) business day period (the Independent Accountant, either unilaterally or to include any such matters in a timely delivered and valid Title Objection Notice) at the Independent Accountant's request, shall be deemed simultaneously submitted to either Seller or Purchaser’s approval , as applicable. No Party shall have any ex parte communications with the Independent Accountant without the prior written consent of all items contained the other Party. The Independent Accountant shall make a determination in such Update which are not Permitted Exceptions. All such items that are not objected to by Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Exceptions. Sellers shall use such efforts and expend such amounts as they may, in their sole judgment, deem appropriate to remove or cure prior writing resolving the 60-Day Unresolved Objections submitted to the Closing any title exceptions which are not Permitted Exceptions to which Purchaser properly objects in the Title Objection Notice; it being understood and agreed that causing the Title Company to insure over any such title exception in a manner reasonably acceptable to Purchaser shall be deemed a cure of such title exception. Except Independent Accountant as set forth herein, Sellers shall not have the obligation, however, to cure any such exceptions or pay any amounts to cure or remove the same. Sellers shall notify Purchaser in writing soon as practicable within fifteen thirty (1530) days after receipt its engagement (or such other time as Purchaser and Seller shall agree in writing) and Purchaser and Seller shall use commercially reasonable efforts to cause the Independent Accountant to render a decision within such 30-day period. The determination of notice from the Independent Accountant shall be set forth in writing and absent fraud or manifest error, shall be conclusive and binding upon Purchaser regarding such exceptions whether Sellers elect and Seller. The 60-Day Statement shall be revised by Purchaser as appropriate to attempt to remove or cure reflect the resolution of any such exceptions, objections among Purchaser and Sellers’ failure to deliver such notice Seller or by the Independent Accountant in a timely manner shall be deemed an election by Sellers not to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected to remove or cure any such exceptions, then Sellers shall be entitled to one or more adjournments of the Closing for a period of time not to exceed forty-five (45) days in the aggregate in order to remove or cure such exceptions. If Sellers notify Purchaser that Sellers have elected not to remove or cure any such exceptions (or are deemed to have elected not to remove or cure such exceptionsaccordance with this Section 1.6(b), and if any such exception can reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, then Purchaser shall notify Sellers within fifteen (15) Business Days after receipt of such notice (or date of deemed election, as applicable), whether Purchaser elects to terminate this Agreement or to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception. Failure of Purchaser to provide such notice in a timely manner shall be deemed an election by Purchaser to proceed to Closing taking title subject to such title exceptions and waiving any claim on account of such exception.