WITHIN FIVE (5) DAYS AFTER SELLER'S RECEIPT THEREOF, THEN BUYER MAY TERMINATE
THIS AGREEMENT BY GIVING WRITTEN NOTICE TO SELLER NO LATER THAN 2:00 P.M.
CALIFORNIA TIME ON THE SECOND (2ND) DAY AFTER RECEIPT OF SUCH CURE NOTICE OR THE
EXPIRATION OF SUCH FIVE (5) DAY PERIOD WITHOUT REPLY FROM SELLER, AS THE CASE
MAY BE.
IF BUYER DOES NOT SO ELECT TO TERMINATE THIS AGREEMENT WITHIN THE
APPLICABLE TIME FRAME SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, THEN
BUYER SHALL BE DEEMED TO HAVE WAIVED ITS DISAPPROVAL OF ALL DISAPPROVED MATTERS
SET FORTH IN SUCH DISAPPROVAL NOTICE EXCEPT TO THE EXTENT OF SELLER'S AGREEMENT
PURSUANT TO THE CURE NOTICE TO UNDERTAKE CURATIVE ACTION WITH RESPECT THERETO.
UNLESS BUYER TERMINATES THIS AGREEMENT PURSUANT TO THE FOREGOING, IF SELLER
GIVES BUYER ONE OR MORE CURE NOTICES, THEN (A) SELLER SHALL USE COMMERCIALLY
REASONABLY EFFORTS TO COMPLETE THE CURATIVE ACTION SET FORTH THEREIN ON OR
BEFORE THE CLOSING DATE, AND (B) IT SHALL BE A CONDITION TO BUYER'S OBLIGATION
TO PURCHASE THE PROPERTY HEREUNDER (WHICH CONDITION MAY BE WAIVED BY BUYER), BUT
NOT A COVENANT OF SELLER, THAT ALL CURATIVE ACTION SHALL ACTUALLY BE PERFORMED
ON OR BEFORE THE CLOSING DATE.
(C)
EXTENSION OF CLOSING DATE.
IF ANY SITUATION DESCRIBED
IN SECTION 3.3(A)(II) ABOVE OCCURS, AND THE RESPECTIVE TIME PERIODS AFFORDED
BUYER AND SELLER TO MAKE ANY ELECTIONS AND GIVE NOTICES WITH RESPECT THERETO AS
PERMITTED UNDER SECTIONS 3.3(A) AND (B) WILL EXTEND BEYOND THE FIFTH (5TH) DAY
BEFORE THE CLOSING DATE, THEN THE CLOSING DATE SHALL BE POSTPONED UNTIL FIVE (5)
DAYS AFTER THE DISPOSITION OF SUCH MATTER IS DETERMINED IN ACCORDANCE WITH THE
PROVISIONS OF THIS SECTION 3.3.
(D)
AGREEMENT OF TITLE COMPANY TO INSURE OVER DISAPPROVED
MATTERS.
NOTWITHSTANDING SELLER'S UNWILLINGNESS TO AGREE TO COMPLETELY AND
UNCONDITIONALLY CURE ANY DISAPPROVED MATTER, BUYER MAY OBTAIN THE AGREEMENT OF
THE TITLE COMPANY TO OMIT SUCH DISAPPROVED MATTER FROM THE SCHEDULE OF
EXCEPTIONS TO THE TITLE POLICY (AS DEFINED IN SECTION 6.1 BELOW) OR TO
AFFIRMATIVELY INSURE OVER SUCH DISAPPROVED MATTER BY ENDORSEMENT TO THE TITLE
POLICY.
ANY AGREEMENT OF THE TITLE COMPANY TO SO OMIT OR INSURE SHALL BE A
MATTER SOLELY BETWEEN BUYER AND THE TITLE COMPANY, AND THE SAME SHALL NOT BE
CONDITION TO CLOSING, EXCEPT TO THE EXTENT THE TITLE COMPANY'S AGREEMENT TO SO
OMIT OR INSURE IS BASED UPON SELLER'S AGREEMENT PURSUANT TO THE CURE NOTICE TO
UNDERTAKE CURATIVE ACTION WITH RESPECT TO SUCH DISAPPROVED MATTER AND SELLER
FAILS TO UNDERTAKE SUCH CURATIVE ACTION PRIOR TO THE CLOSING.
FURTHER, WITH
REGARD TO SELLER'S OBLIGATION
6
to convey title to the Property, any Disapproved Matter which Seller has not
agreed to completely and unconditionally cure shall be a Permitted Exception (as
defined in subparagraph (e) below) to the Deed (as defined in Section 7.2(a)
below) notwithstanding the Title Company's agreement to omit such Disapproved
Matter from the Title Policy or to affirmatively insure against such Disapproved
Matter by endorsement to the Title Policy, and Buyer shall only seek