54-10 Agreement

five (5) business days after Seller’s receipt of the Title Notice to notify Purchaser in writing of those Objection(s), if any, Seller agrees to attempt to cure. Seller’s failure to provide any written notice within such time shall be deemed Seller’s election not to cure any Objection. If, within such time, Seller expressly agrees to attempt to cure an Objection, Seller shall use commercially reasonable efforts to effect such cure prior to Closing, provided that, if the same has not been cured by Closing, Seller shall have the right to extend Closing for up to thirty (30) days in order to continue its efforts to complete the cure of such Objection. If Seller fails within such cure period to cure the Objections, or if prior to the expiration of such cure period Seller elects or is deemed to have elected not to cure any Objections, Purchaser may either elect to (i) proceed to Closing and waive any uncured title objections, or (ii) terminate this Agreement by written notice to Seller (A) on or prior to the first to occur of (x) five (5) days after the expiration or earlier termination of the cure period and (y) the Date of Closing (x or y being in the event of Seller not curing any Objections it elected to attempt to cure), or (B) prior to the Approval Date pursuant to Section 4.4 below (in the event Seller elects or is deemed to have elected not to attempt to cure), in which event the Escrow Agent shall refund the Earnest Money Deposit to Purchaser, and the parties thereafter shall have no further obligations under this Agreement, except as specifically survive such termination. 4.1.3 Notwithstanding the foregoing, Seller agrees to satisfy and cause to be released of record the following (“Must-Cure Objections”): (a) any mortgage, deed of trust or other security interest granted by Seller to secure a loan or other monetary obligation that Purchaser has not agreed to assume, and (b) any mechanic’s, materialmen’s, tax, judgment or other lien entered against Seller; provided, however, that a lien or encumbrance described in this Section 4.1.3 shall constitute a Must-Cure Objection only if such lien or encumbrance: (i) relates to and secures a valid and legal obligation of Seller (not of any third party) that would survive Closing and thereafter be enforceable against the Property or Purchaser, and (ii) can be satisfied and discharged merely by

d and legal obligation of Seller (not of any third party) that would survive Closing and thereafter be enforceable against the Property or Purchaser, and (ii) can be satisfied and discharged merely by the payment of a liquidated sum of money to the beneficiary thereof. 4.1.4 For purposes of this Agreement, Must-Cure Objections and Objections Seller expressly agrees to cure pursuant to Section 4.1.2 shall be deemed cured if Seller: (a) deposits with the Escrow Agent at Closing (or instructs the Escrow Agent to withhold from Seller’s proceeds of sale) an amount sufficient (or a bond or other security in an amount sufficient) to satisfy such Objection in full, (b) causes the Escrow Agent to provide “affirmative insurance over” such objection, provided that such affirmative insurance shall be reasonably acceptable to Purchaser, or (c) causes the Escrow Agent to remove such objection as an exception to coverage under the Title Policy. 4.1.5 Purchaser’s consummation of Closing shall constitute Purchaser’s express acceptance and approval of matters affecting title and survey of the Property as of the Closing Date. 4.2 Permitted Exceptions. -6- GENBUS/718957.4