WITHIN SUCH 20 DAY PERIOD AND THE NOTIFYING
PARTY HAS PROMPTLY COMMENCED, AND IS DILIGENTLY AND CONTINUOUSLY PURSUING, SUCH
CURE THEN THE 20 DAY PERIOD SPECIFIED ABOVE SHALL BE EXTENDED ON A DAY-BY-DAY
BASIS AS NEEDED TO EFFECT SUCH CURE, BUT NOT BEYOND 120 DAYS FROM THE ORIGINAL
DATE OF SAID NOTICE.
UPON RECEIPT OF A NOTICE REFERRED TO IN SECTION
1.8(B)(III), OR THE FAILURE OF THE NOTIFYING PARTY SO TO CURE A MATTER REFERRED
TO IN SECTIONS 1.8(B) (I) OR (II), THE RECEIVING PARTY MAY TERMINATE THIS
AGREEMENT BY WRITTEN NOTICE TO THE NOTIFYING PARTY.
(C)
EFFECT OF TERMINATION.
UPON TERMINATION OF THIS AGREEMENT
PURSUANT TO THIS ARTICLE, NO PARTY SHALL HAVE ANY CONTINUING OBLIGATION TO THE
OTHER PARTY ARISING OUT OF THIS AGREEMENT, OR OUT OF ACTIONS TAKEN IN CONNECTION
WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT (I) NO SUCH TERMINATION SHALL
RELIEVE A PARTY OF LIABILITY FOR BREACH OF, OR MISREPRESENTATION UNDER, OR
NONPERFORMANCE OF THIS AGREEMENT PRIOR TO SUCH TERMINATION (II) NO SUCH
TERMINATION SHALL AFFECT THE RIGHTS AND OBLIGATIONS UNDER THE MEZZANINE LOANS,
AND (III) ARTICLE V AND ARTICLE VI OF THIS AGREEMENT AND THE INDEMNIFICATION
OBLIGATIONS UNDER THIS AGREEMENT SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
1.9
CASUALTY.
(A)
SELLER SHALL GIVE PURCHASER PROMPT NOTICE OF ANY FIRE OR OTHER
CASUALTY AFFECTING THE PROPERTY.
PURCHASER OR ITS DESIGNATED AGENTS MAY ENTER
UPON THE PROPERTY FROM TIME TO TIME DURING NORMAL BUSINESS HOURS AND UPON
ADVANCE NOTICE TO SELLER IN ACCORDANCE WITH THIS AGREEMENT FOR THE PURPOSE OF
INSPECTING ANY SUCH CASUALTY.
(B)
IF PRIOR TO THE APPLICABLE CLOSING THERE OCCURS DAMAGE TO THE
PROPERTY CAUSED BY FIRE OR OTHER INSURED CASUALTY, THEN IN ANY SUCH EVENT,
PURCHASER WILL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT, BUT SELLER SHALL WORK
WITH PURCHASER TO ASSIST IN THE REALIZATION BY PROJECT OWNER OF ANY CASUALTY
INSURANCE PROCEEDS WHICH MAY BE PAYABLE TO PROJECT OWNER, AS THE OWNER OF THE
PROPERTY, ON ACCOUNT OF ANY SUCH OCCURRENCE (EXCLUDING AMOUNTS ATTRIBUTABLE TO
ANY DAMAGE THAT HAS BEEN REPAIRED PRIOR TO CLOSING), SPECIFICALLY INCLUDING THE
PROCEEDS OF ANY BUSINESS INTERRUPTION OR LOSS OF RENTAL INSURANCE ATTRIBUTABLE
TO THE PERIOD AFTER CLOSING.
IN ADDITION, SELLER SHALL CREDIT THE PURCHASE
PRICE WITH THE AMOUNT OF ANY DEDUCTIBLE UNDER ANY OF PROJECT OWNER'S INSURANCE
POLICY(IES).
(C)
IF PRIOR TO THE CLOSING THERE OCCURS DAMAGE TO THE PROPERTY CAUSED
BY FIRE OR OTHER CASUALTY AND SUCH DAMAGE IS EITHER UNINSURED OR UNDER INSURED,
AS REASONABLY DETERMINED BY PURCHASER, AND SELLER ELECTS NOT TO PAY TO REPAIR
SUCH DAMAGE, THEN IN ANY SUCH EVENT, PURCHASER MAY, AT ITS OPTION ELECT TO
TERMINATE THIS AGREEMENT, BY WRITTEN NOTICE TO SELLER WITHIN 30 DAYS AFTER THE
DATE OF SELLER'S NOTICE TO PURCHASER OF THE UNINSURED OR UNDER INSURED
CASUALTY.
IF PURCHASER FAILS TO
11
TERMINATE THIS AGREEMENT, THEN THE CLOSING WILL TAKE PLACE AS PROVIDED HEREIN
WITHOUT REDUCTION OF THE PURCHASE PRICE, AND, IN THE CASE OF AN UNDER INSURED
CASUALTY, SELLER SHALL WORK WITH PURCHASER TO ASSIST