BY
ENGINEERS AND/OR CONSULTANTS REASONABLY ACCEPTABLE TO LENDER), AND COVENANTS
THAT SUCH PHASE I ENVIRONMENTAL STUDY AND PROPERTY CONDITION REPORT SHALL BE
DELIVERED TO SELLER AND LENDER NO LATER THAN 10 DAYS PRIOR TO THE CLOSING DATE
IN CONNECTION WITH AND AS A PRECONDITION TO THE LOAN ASSUMPTION AND RELEASE.
4.5.9
IF (A) PURCHASER COMPLIES IN ALL MATERIAL RESPECTS WITH ITS OBLIGATIONS
UNDER THIS CONTRACT (INCLUDING THIS SECTION 4.5) AND THE REQUIREMENTS OF THE
ASSUMED LOAN DOCUMENTS IN CONNECTION WITH OBTAINING THE LOAN ASSUMPTION AND
RELEASE, (B) PURCHASER USES COMMERCIALLY REASONABLE EFFORTS TO DILIGENTLY OBTAIN
THE LOAN ASSUMPTION AND RELEASE, AND (C) PURCHASER IS UNABLE TO OBTAIN THE
CONSENT OF THE LENDER TO THE LOAN ASSUMPTION AND RELEASE ON OR BEFORE AUGUST 31,
2009 (THE " LOAN ASSUMPTION APPROVAL PERIOD"), THEN PURCHASER SHALL HAVE THE
RIGHT, ON OR BEFORE THE EXPIRATION OF THE LOAN ASSUMPTION APPROVAL PERIOD TO
GIVE SELLER AND ESCROW AGENT NOTICE TERMINATING THIS CONTRACT BASED SOLELY ON
THE FACT THAT THE LOAN ASSUMPTION AND RELEASE HAS NOT BEEN APPROVED BY THE
LENDER, IN WHICH EVENT THIS CONTRACT SHALL BE OF NO FURTHER FORCE AND EFFECT,
SUBJECT TO AND EXCEPT FOR THE SURVIVAL PROVISIONS, AND ESCROW AGENT SHALL
FORTHWITH RETURN THE DEPOSIT TO PURCHASER.
4.5.10
PURCHASER SHALL BE IN DEFAULT HEREUNDER IF (I) PURCHASER FAILS TO SUBMIT
A COMPLETE LOAN ASSUMPTION APPLICATION BY THE LOAN ASSUMPTION APPLICATION
SUBMITTAL DEADLINE, (II) PURCHASER FAILS TO USE COMMERCIALLY REASONABLE EFFORTS
TO DILIGENTLY OBTAIN LENDER'S CONSENT TO THE LOAN ASSUMPTION AND RELEASE DURING
THE LOAN ASSUMPTION APPROVAL PERIOD OR (III) THE LOAN ASSUMPTION APPROVAL PERIOD
EXPIRES, PURCHASER IS ENTITLED TO, BUT DOES NOT TERMINATE THIS CONTRACT, AND
THEREAFTER PURCHASER FAILS TO OBTAIN THE LOAN ASSUMPTION AND RELEASE PRIOR TO
THE CLOSING DATE, IN WHICH EVENT SELLER MAY TERMINATE THIS CONTRACT AND THE
DEPOSIT SHALL BE IMMEDIATELY RELEASED BY THE ESCROW AGENT TO SELLER.
4.6
SUBSEQUENTLY DISCLOSED EXCEPTIONS.
If at any time after the expiration of the Feasibility Period, any update to
the Title Commitment discloses any additional item that materially adversely
affects title to the Property which was not disclosed on any version of or
update to the Title Commitment delivered to Purchaser during the Feasibility
Period (the " New Exception"), Purchaser shall have a period of 5 days from the
date of its receipt of such update (the " New Exception Review Period") to
review and notify Seller in writing of Purchaser's approval or disapproval of
the New Exception.
If Purchaser disapproves of the New Exception, Seller may,
in Seller's sole discretion, notify Purchaser as to whether it is willing to
cure (or cause the Title Insurer to omit as an exception to title insurance
coverage or otherwise insure against collection against the Property) the New
Exception.
If Seller elects to cure the New Exception, Seller shall be entitled
to reasonable adjournments of the Closing Date to cure the New Exception.
If
Seller fails to deliver a notice to Purchaser within 3 days after the expiration
of the New Exception Review