OR MORE INDIVIDUAL
PROPERTIES, BEFORE THE NON-DEFAULTING PARTY CAN EXERCISE ANY OF ITS REMEDIES
HEREUNDER, SUCH NON-DEFAULTING PARTY SHALL PROVIDE WRITTEN NOTICE OF DEFAULT TO
THE DEFAULTING PARTY AND THE DEFAULTING PARTY SHALL EXERCISE ITS COMMERCIALLY
REASONABLE EFFORTS
TO CURE SUCH DEFAULT PROMPTLY, FOR A PERIOD OF UP TO
FORTY-FIVE (45) DAYS.
THE CLOSING DATE WITH RESPECT TO SUCH INDIVIDUAL PROPERTY
OR, AT THE NON-DEFAULTING PARTY'S ELECTION, FOR THE ENTIRE PORTFOLIO IN WHICH
SUCH INDIVIDUAL PROPERTY IS LOCATED, SHALL BE EXTENDED FOR THE PERIOD OF TIME
REASONABLY NECESSARY TO EFFECT SUCH CURE, BUT NOT IN EXCESS OF 45 DAYS, PROVIDED
THAT IN NO EVENT SHALL THE CLOSING DATE BE EXTENDED PURSUANT TO SECTION 7.3 AND
THIS SECTION 14.3 FOR MORE THAN SEVENTY (70) DAYS IN THE AGGREGATE (THE
"EXTENSION PERIOD").
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL BUYER BE
ENTITLED TO A CURE PERIOD FOR BUYER'S FAILURE TO DELIVER ANY PORTION OF THE
PURCHASE PRICE AT CLOSING.
IN THE EVENT THE DEFAULTING SELLER, AS WITHOUT
HAVING ANY OBLIGATION TO DO SO, FAILS TO CURE SUCH DEFAULT WITHIN THE EXTENSION
PERIOD, AND SUCH DEFAULT DOES NOT CAUSE DIRECT ACTUAL DAMAGES TO BUYER IN EXCESS
OF THE ******* ****** APPLICABLE TO EACH INDIVIDUAL PROPERTY (AS DEFINED IN THIS
SECTION 14.3), THEN SUCH DEFAULT OR CONDITION PRECEDENT WILL BE DEEMED TO HAVE
BEEN WAIVED BY BUYER, WITHOUT ABATEMENT TO OR REDUCTION OF THE PURCHASE PRICE
SUBJECT TO REDUCTION OF THE PURCHASE PRICE IN THE AMOUNT OF SUCH ACTUAL DAMAGES
NOT IN EXCESS OF THE ******* ******.
SELLER'S OBLIGATIONS PURSUANT TO THE
FOLLOWING SECTIONS AND ARTICLES SHALL NOT BE SUBJECT TO THE ******* ******
THRESHOLD FOR THE PURPOSES OF THIS SECTION 14.3(A):
(I) THE MANDATORY CURE
ITEMS
43
SET FORTH IN SECTION 3.3, OR (II) ARTICLE IV, ARTICLE V, ARTICLE VI, ARTICLE XI,
SECTION 14.7, ARTICLE XVI, ARTICLE XVIII OR SECTION 24.10 OF THIS AGREEMENT.
(B)
IN THE EVENT THAT A DEFAULTING SELLER HAS DEFAULTED HEREUNDER, AND
SUCH DEFAULT OR FAILURE OF A CONDITION PRECEDENT CAUSES DIRECT ACTUAL DAMAGES IN
A LIQUIDATED AMOUNT TO BUYER IN EXCESS OF THE ******* ****** FOR THE INDIVIDUAL
PROPERTY OWNED BY SUCH SELLER, THEN, IN SUCH EVENT, SUCH DEFAULTING SELLER SHALL
BE ENTITLED, BUT SHALL NOT HAVE ANY OBLIGATION, EITHER:
(A) TO CURE SUCH
DEFAULT; OR (B) PROVIDE BUYER WITH A CREDIT AGAINST THE PURCHASE PRICE
APPLICABLE TO SUCH DEFAULTING SELLER'S INDIVIDUAL PROPERTY IN AN AMOUNT EQUAL TO
BUYER'S ACTUAL DIRECT DAMAGES AND SUCH DEFAULT SHALL BE DEEMED CURED IN ITS
ENTIRETY AND BUYER SHALL REMAIN OBLIGATED TO PURCHASE SUCH INDIVIDUAL PROPERTY
(AND ALL OF THE OTHER PROPERTIES) WITHOUT ANY FURTHER REDUCTION IN THE PURCHASE
PRICE.
SECTION 14.4.
DEFAULTS DISCOVERED POST CLOSING.
IF BUYER CLOSES THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND, AFTER THE CLOSING DATE BUT
BEFORE THE APPLICABLE SURVIVAL DATE, BUYER DISCOVERS A BREACH OF ANY SELLER'S
REPRESENTATIONS, WARRANTIES, COVENANTS OR INDEMNITIES HEREUNDER OR UNDER ANY
CERTIFICATES AND OTHER DOCUMENTS EXECUTED AT, OR IN CONNECTION WITH, THE
CLOSING, BUYER SHALL HAVE THE RIGHT, UNTIL THE