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<br />5 <br /> <br />(b) Termination Right. Should any of Buyer’s Contingencies not be met by the <br />Outside Date, and Buyer so informs Seller, Buyer may, by written notice to Seller, terminate this <br />Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one <br />party hereto by this Agreement) any escrow, title or other cancellation fees shall be pa id by Buyer, <br />unless Seller is in default hereunder, in which case Seller shall pay all such fees. If Buyer has neither <br />terminated this Agreement in writing (“Termination Notice”) on or before 5:00 p.m. on the <br />Contingency Date as to the items set forth in Sections 6(a)(i)-(v) inclusive, nor provided a written <br />satisfaction or waiver notice to Seller of each Buyer’s Contingency to be satisfied as of the <br />Contingency Date, then all such Buyer’s Contingencies shall be deemed to have been satisfied and <br />this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination Notice <br />as the items set forth in Sections 6(a)(vi)-(viii) inclusive, prior to the Closing, such Buyer’s <br />Contingencies shall be deemed to have been satisfied. <br />(c) Seller’s Cure Right. Buyer shall notify Seller, in Buyer’s Termination Notice, <br />of Buyer’s disapproval or conditional approval of any Title Documents. Seller shall then have the <br />right, but not the obligation, to (i) remove from title any disapproved or conditionally a pproved <br />Exception(s) (or cure such other title matters that are the basis of Buyer’s disapproval or conditional <br />approval of the Title Documents) within five (5) business days after Seller’s receipt of Buyer’s <br />Termination Notice, or (ii) provide assurances reasonably satisfactory to Buyer that such Exception(s) <br />will be removed (or other matters cured) on or before the Closing. With respect to any such Exception, <br />it shall be sufficient for purposes hereof for Seller to commit in writing, within the applicabl e period, <br />to remove such Exception at or before the Closing. Seller’s failure to remove such Exception after <br />committing to do so shall be a default hereunder. An Exception shall be deemed removed or cured if <br />Seller furnishes Buyer with evidence that the Title Company will issue the Buyer’s Title Policy, as <br />defined herein, at the Closing deleting such Exception or providing an endorsement (at Seller’s <br />expense) reasonably satisfactory to Buyer concerning such Exception. If Seller cannot or does not <br />remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such <br />five (5) business day period, Buyer shall have three (3) business days after the expiration of such five <br />(5) business day period to give Seller written notice that Buyer elects to proceed with the purchase of <br />the Real Property subject to the disapproved Title Document(s), it being understood that Buyer shall <br />have no further recourse against Seller for such disapproved Title Exception(s). <br />7. Seller’s Conditions Precedent and Termination Right. The Closing and Seller’s <br />obligations with respect to the transaction contemplated by this Agreement are subject to the timely <br />satisfaction or written waiver of the following conditions precedent (“Seller’s Contingencies”), which <br />are for Seller’s benefit only: <br />(a) Completion of Title Review. Seller shall have received written confirmation <br />from Buyer that Buyer has completed its review of title and that the condition of title is satisfactory. <br />(b) Confirmation Concerning Site. Seller shall have received written <br />confirmation from Buyer that Buyer has reviewed the condition of the Real Property, including <br />without limitation concerning Hazardous Materials, zoning and suitability, and approves the condition <br />of the Real Property. <br />(c) Oversight Board and, if applicable, DOF Approval. The approval by the <br />Oversight Board and DOF shall have been given as to the disposition of the Real Property by Seller <br />to Buyer under this Agreement, and, if required as a matter of law or as a condition by the Title <br />Company as a condition of the Title Company issuing its policy of title insurance, DOF approval.