BUYER ON OR BEFORE THE
FIFTH (5TH) BUSINESS DAY BEFORE THE CLOSING DATE, (B) ON OR BEFORE ONE (1)
BUSINESS DAY PRIOR TO THE CLOSING DATE IF RECEIVED BY BUYER LESS THAN FIVE (5)
BUSINESS DAYS BEFORE THE CLOSING DATE (BUT PRIOR TO THE CLOSING DATE) OR (C) ON
THE CLOSING DATE IF BUYER BECOMES AWARE OF SAME ON THE CLOSING DATE (EACH SUCH
DATE, THE "OBJECTION CUT OFF DATE"), TIME BEING OF THE ESSENCE.
SUCH SELLER
SHALL HAVE UNTIL THE CLOSING DATE (AND MAY ADJOURN THE CLOSING FOR SUCH
REASONABLE PERIODS) TO HAVE EACH SUCH TITLE OBJECTION (I) INSURED OVER, (II)
REMOVED, OR (III) CORRECTED (EACH AS SELECTED BY A SELLER, A "REMEDY") (IN THE
CASE OF (I) OR (III), TO THE REASONABLE SATISFACTION OF BUYER, BUT SUBJECT TO
SECTION 3.4 BELOW); PROVIDED, HOWEVER, NOTHING HEREIN SHALL REQUIRE A SELLER TO
(I) BRING ANY ACTION OR PROCEEDING TO REMOVE ANY TITLE OBJECTION OR (II) TAKE
ANY STEPS, OR INCUR ANY EXPENSE, IN EXCESS OF *** ******* ******** *******
********** IN THE AGGREGATE TO REMOVE ANY TITLE OBJECTIONS (EXCEPT THAT EACH
SELLER SHALL BE OBLIGATED TO REMOVE THE FOLLOWING "MANDATORY CURE ITEMS": (A)
THE MORTGAGES OR DEEDS OF TRUST IDENTIFIED ON THE PRELIMINARY TITLE REPORT THAT
ARE NOT ASSUMED BY BUYER PURSUANT TO EXHIBIT AA ATTACHED HERETO, (B) ANY AND ALL
LIENS VOLUNTARILY PLACED BY A SELLER AGAINST ITS PROPERTY AFTER THE DATE OF THE
APPLICABLE PRELIMINARY TITLE REPORT IN VIOLATION OF THIS AGREEMENT, (C) ANY AND
ALL LIENS ARISING BY, THROUGH OR UNDER A SELLER AND (D) ANY OTHER TITLE
OBJECTION THAT WOULD COST NOT MORE THAN THE FOREGOING *** ******* ********
******* **********, IN THE AGGREGATE, TO REMOVE).
EACH SELLER AGREES TO NOTIFY
BUYER WITHIN FIVE (5) BUSINESS DAYS OF SUCH SELLER'S RECEIPT OF BUYER'S
OBJECTION NOTICE WHETHER SUCH SELLER ELECTS TO ENDEAVOR TO REMEDY ALL OR ANY OF
THE TITLE OBJECTIONS RAISED IN BUYER'S OBJECTION NOTICE.
OTHER THAN THE
EXCEPTIONS TO
9
TITLE WHICH EACH SELLER IS REQUIRED PURSUANT TO THIS SECTION 3.3 TO REMEDY, ANY
EXCEPTION TO TITLE WHICH BUYER DOES NOT RAISE PURSUANT TO THE TERMS HEREOF ON OR
BEFORE THE OBJECTION CUT OFF DATE SHALL BE DEEMED A PERMITTED ENCUMBRANCE AND
NOT A TITLE OBJECTION.
IF A SELLER AT OR PRIOR TO THE CLOSING DATE (AS THE SAME
MAY BE EXTENDED) EITHER (X) DOES NOT ELECT TO REMEDY A TITLE OBJECTION, OR (Y)
HAVING ELECTED TO REMEDY A TITLE OBJECTION FOR ANY REASON WHATSOEVER DOES NOT DO
SO, AT OR PRIOR TO THE CLOSING DATE (AS THE SAME MAY BE ADJOURNED), BUYER MAY AT
ITS SOLE AND EXCLUSIVE OPTION WITHIN FIVE (5) BUSINESS DAYS AFTER A SELLER FAILS
TO ELECT TO REMEDY A TITLE OBJECTION OR, WITH RESPECT TO ANY TITLE OBJECTION
THAT A SELLER FAILS TO REMEDY AFTER HAVING ELECTED TO DO SO, ON THE CLOSING DATE
(AS THE SAME MAY BE ADJOURNED) EITHER (1) TERMINATE THIS AGREEMENT WITH RESPECT
TO SUCH INDIVIDUAL PROPERTY TO WHICH SUCH TITLE OBJECTION RELATES AND RECEIVE