ANY RESPECT, AND BUYER
NEVERTHELESS PROCEEDS WITH THE CLOSING, THEN THE DEFAULT BY SUCH SELLER AS TO
WHICH BUYER SHALL HAVE SUCH KNOWLEDGE SHALL BE DEEMED WAIVED BY BUYER AND
SELLERS SHALL HAVE NO LIABILITY TO BUYER OR ITS SUCCESSORS AND ASSIGNS IN
RESPECT THEREOF. BUYER SHALL PROMPTLY NOTIFY SELLERS IN WRITING IF BUYER HAS OR
OBTAINS KNOWLEDGE THAT A SELLER HAS DEFAULTED ON ITS OBLIGATIONS HEREUNDER IN
ANY RESPECT.
SECTION 14.3.
RIGHT TO CURE. (A) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO
THE CONTRARY AND WITHOUT LIMITING THE RIGHTS OF EITHER PARTY SET FORTH IN THIS
AGREEMENT, IN THE EVENT THAT BUYER OR A DEFAULTING SELLER (A "DEFAULTING PARTY")
HAS DEFAULTED HEREUNDER WITH RESPECT TO ONE 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