BUYER HAS RECEIVED SELLER'S EXISTING TITLE
POLICIES DATED JUNE 8, 2004 (THE "EXISTING POLICIES") ISSUED BY FIDELITY
NATIONAL TITLE INSURANCE COMPANY AS POLICY NOS. 5312-996058 AND 5312-996059 AND
HAS ORDERED TITLE INSURANCE COMMITMENTS FOR THE LAND
DATED ON OR AFTER THE DATE
HEREOF (THE "COMMITMENT") FROM FIRST AMERICAN TITLE INSURANCE COMPANY OR SUCH
OTHER NATIONAL TITLE INSURANCE COMPANY AS BUYER SELECTS (WHICH COMPANY, IN ITS
CAPACITY AS TITLE INSURER HEREUNDER, IS HEREIN CALLED THE "TITLE COMPANY"). IN
ADDITION, SELLER HAS DELIVERED AND BUYER HAS RECEIVED THE SURVEYS OF THE LAND IN
SELLER'S POSSESSION (THE "SURVEYS"). SELLER SHALL COOPERATE REASONABLY WITH
BUYER TO FACILITATE BUYER'S OBTAINING THE COMMITMENT AND ANY UPDATES TO THE
SURVEYS OR NEW SURVEYS. IF BUYER SHALL FAIL TO DELIVER THE TERMINATION NOTICE AS
HEREINAFTER DEFINED ON OR BEFORE THE END OF THE DUE DILIGENCE PERIOD (AS
HEREINAFTER DEFINED), BUYER SHALL BE DEEMED TO HAVE APPROVED THE EXCEPTIONS TO
TITLE SHOWN ON THE COMMITMENTS AND THE MATTERS DISCLOSED ON THE SURVEYS (OTHER
THAN EXISTING LOAN DOCUMENTS OR OTHER SELLER MORTGAGE LIENS) AND SUCH OTHER
TITLE OR SURVEY MATTERS AS ARE DISCLOSED TO BUYER DURING THE DUE DILIGENCE
PERIOD.
1.1.3
ADDITIONAL POST DUE DILIGENCE TITLE MATTERS. APPROVAL BY BUYER OF
ANY, IN BUYER'S REASONABLE OPINION, MATERIAL ADDITIONAL EXCEPTIONS TO TITLE OR
SURVEY MATTERS FIRST ARISING AFTER THE END OF THE DUE DILIGENCE PERIOD
("ADDITIONAL TITLE MATTERS") SHALL
7
BE A CONDITION PRECEDENT TO BUYER'S OBLIGATIONS TO PURCHASE THE PROPERTY (BUYER
HEREBY AGREEING THAT ITS APPROVAL OF ADDITIONAL TITLE MATTERS SHALL NOT BE
UNREASONABLY WITHHELD). UNLESS BUYER GIVES WRITTEN NOTICE ("TITLE DISAPPROVAL
NOTICE") THAT IT DISAPPROVES ANY ADDITIONAL TITLE MATTERS, STATING THE
ADDITIONAL TITLE MATTERS SO DISAPPROVED, BEFORE THE SOONER TO OCCUR OF THE
CLOSING OR TEN (10) DAYS AFTER RECEIPT OF WRITTEN NOTICE OF SUCH ADDITIONAL
TITLE MATTERS, BUYER SHALL BE DEEMED TO HAVE APPROVED SUCH ADDITIONAL TITLE
MATTERS. SELLER SHALL HAVE UP TO A THIRTY (30) DAY PERIOD AFTER ITS RECEIPT OF
ANY TITLE DISAPPROVAL NOTICE WITHIN WHICH TO REMOVE THE DISAPPROVED ADDITIONAL
TITLE MATTERS SET FORTH THEREIN FROM TITLE OR OBTAIN FROM TITLE COMPANY A
COMMITMENT TO ISSUE AN ENDORSEMENT AFFIRMATIVELY INSURING AGAINST SUCH ITEMS IN
A FORM REASONABLY ACCEPTABLE TO BUYER AT NO COST OR EXPENSE TO BUYER (SELLER
HAVING THE RIGHT BUT NOT THE OBLIGATION TO DO SO), AND THE CLOSING DATE SHALL BE
EXTENDED, AT SELLER'S OPTION, TO ALLOW FOR SUCH THIRTY (30) DAY PERIOD. IN THE
EVENT SELLER DETERMINES AT ANY TIME THAT IT IS UNABLE OR UNWILLING TO REMOVE ANY
ONE OR MORE OF SUCH DISAPPROVED ADDITIONAL TITLE MATTERS, SELLER MAY GIVE
WRITTEN NOTICE TO BUYER TO SUCH EFFECT; IN SUCH EVENT, BUYER MAY, AT ITS OPTION,
TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO SELLER (WHEREUPON THE ESCROW
DEPOSIT SHALL BE RETURNED TO BUYER) BUT ONLY IF GIVEN PRIOR TO THE SOONER TO
OCCUR OF THE CLOSING OR TEN (10) DAYS AFTER BUYER RECEIVES SELLER'S NOTICE. IF
BUYER FAILS TO GIVE SUCH TERMINATION NOTICE BY SUCH DATE, BUYER SHALL BE DEEMED