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notifies Seller within five days from receipt of Seller's Title Notice that Buyer accepts the matters contained in Seller's Title Notice, then such Title/Survey matters that Seller has not agreed to cure or remove from Title/Survey will be additional Permitted Exceptions. If Buyer fails to respond to Seller's Title Notice within five days from receipt thereof, then this Agreement shall automatically terminate and the Earnest Money shall be promptly paid to Buyer. Seller shall cure or remove from Title/Survey those matters Seller has agreed to cure or remove to the reasonable satisfaction of Buyer and cause the Title Company to revise the Title Commitment accordingly to insure against such matters prior to the Closing (the "Cure Period"). If Seller fails to resolve any such objections to Buyer's satisfaction within the Cure Period (or it becomes reasonably ascertainable that Seller will be unable or unwilling to resolve any such objections to Buyer's satisfaction within the Cure Period), or if, for any reason, Seller is unable to convey title in accordance with the provisions set forth in this Section 2, then Buyer may at its option elect to: (A) waive such objections and accept such title as Seller is able to convey; (B) terminate this Agreement as to any or all of the Property by written notice to Seller; or (C) withhold from the Purchase Price an amount within the reasonable opinion of the Title Company is sufficient to correct the uncured objections. 6. Buyer's Continencies. The obligations of Buyer under this Agreement are contingent upon each of the following: 6.1 Representations, Warranties, and Covenants. The representations, warranties, and covenants of Seller contained in this Agreement must be true as of the Effective Date and on the Closing Date as if made on the Closing Date. 6.2 Title. Title to the Property shall have been found acceptable, or been made acceptable, in accordance with the requirements and terms of Section 5 of this Agreement. 6.3 Access and Inspection. Seller shall have allowed Buyer, and Buyer' s agents, immediate access to the Property during the Inspection Period without charge and at all reasonable times for the purpose of Buyer's investigation and testing the same in accordance with Section 4 of this Agreement, and Buyer shall have been satisfied in its sole discretion with the results of such investigation and testing before the expiration of the Inspection Period. 6.4 Document Review. Buyer shall have determined, on or before the expiration of the Inspection Period, that it is satisfied with its review and analysis of any contracts related to the Property. 6.5 Government Approvals. Buyer shall have obtained on or before the Closing Date all final approvals from all Governmental Authorities necessary in Buyer's judgment to make the use of the Property which Buyer intends. Seller shall, at the request of Buyer, and at no cost to Seller, reasonably cooperate with Buyer in connection with Buyer's application(s) for project and development approvals from Governmental Authorities as provided in this Agreement (including, without US.106153450.02 DRAFT