Waiver of Objection to Venue. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph # of this Section 10.9. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Any duplicate Claim or Interest or any Claim or Interest that has been paid, satisfied, amended, or superseded may be adjusted or expunged on the Claims Register by the Reorganized Debtors without the Reorganized Debtors having to File an application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim or Interest and without any further notice to or action, order, or approval of the Bankruptcy Court.

Following the initial selection described in [clauses (a) and (b) of this Section 6.03]3], Indemnitee or the Company, as the case may be, may, within seven (7) days after such written notice of selection has been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel as defined in [Section 1.10] of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit.

No Obligation to Cure. [[Seller:Organization]] shall have no obligation to cure title objections raised by [[Purchaser:Organization]] in any Objection Notice or Supplemental Objection Notice except Monetary Liens. If [[Seller:Organization]] elects not to cure any matter objected to by [[Purchaser:Organization]] in an Objection Notice ([[Seller:Organization]]'s failure to make such election with regard to any matter raised in an Objection Notice or in a Supplemental Objection Notice and notify [[Purchaser:Organization]] of the same within three (3) business days following the receipt by [[Seller:Organization]] of any Objection Notice shall be deemed an election not to cure such title or survey objection), then [[Purchaser:Organization]] may terminate this Agreement in its entirety by delivering to [[Seller:Organization]] a Due Diligence Termination Notice on or before the later of # the second (2nd) business day following the date on which [[Seller:Organization]] elects or is deemed to have elected not to cure any matter raised by [[Purchaser:Organization]] in an Objection Notice (and if necessary the Closing Date shall be automatically extended to give [[Purchaser:Organization]] the full five (5) business day period to make such election) and # the expiration of the Inspection Period. If [[Purchaser:Organization]] fails to deliver a Due Diligence Termination Notice within said period with respect to any matters raised in an Objection Notice which [[Seller:Organization]] elects or is deemed to have elected not to cure, [[Purchaser:Organization]] shall be deemed to have waived its objection to any such matter in which event, the matter will be deemed a Permitted Exception (as hereinafter defined).

the reasons for the objection;

any relevant documentation to substantiate such objection; and

#[[Administrative Agent:Organization]] shall not have received, by the Objection Deadline, written notice of objection to the applicable Benchmark Replacement or the amendments to the Existing Credit Agreement as provided herein from [[Organization A:Organization]] comprising the Required [[Organization A:Organization]]; and

If Seller in good faith disagrees with Purchaser’s Estimated Earn-Out Calculation Amount, Seller may, within 30 days after receipt of such statement (the “Earn-Out Payment Objection Period”), deliver to Purchaser a notice disagreeing therewith and setting forth Seller’s objections (the “Earn-Out Payment Objection Notice”). The Earn-Out Payment Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, the basis of such disagreement and, if the disagreement relates to the calculation of amounts, Seller’s calculation of such amounts. If the Earn-Out Payment Objection Notice is not timely received by Purchaser within the Earn-Out Payment Objection Period, Seller shall be deemed to agree in all respects with the applicable Estimated Earn-Out Calculation Amount as prepared by Purchaser, and such calculation shall be final and binding on the Parties.

“Objection Notice” has the meaning set forth in [Section 2.4(b)(ii)].

“Additional Payment Objection Period” has the meaning set forth in [Section 2.4(b)] hereof.