CALIFORNIA, STATE OF - JUDICIAL COUNCIL OF CALIFORNIA - 2005

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. . 6.16. Buyer Contingencies Notice. By no later than three (3) days prior to the Closing Date, Buyer shall have delivered to Seller and Escrow Holder a written notice approving and/or waiving all of the Buyer Contingencies other than the Buyer Contingencies set forth in Section 6.1, which shall be governed by the terms thereof ("Buyer Contingencies Notice"). If Buyer fails to deliver the Buyer Contingencies Notice to Seller and Escrow Holder within the time period specified in this Section 6.16, Buyer shall be deemed to have disapproved of all Buyer Contingencies, except for the Buyer Contingency set forth in Section 6.1, which shall be governed by the terms thereof, and Buyer shall have the right. but not the obligation, to terminate this Agreement and cancel the Escrow pursuant to Section 8.2. 7, SELLER CONTINGENCIES, Seller shall not be obligated to consummate the Close of Escrow unless and until each and all of the obligations, conditions precedent, and contingencies set forth in Sections 7.1 through 7.5 (each a "Seller Contingency," and colhpctively "Seller Contingencies") are performed within the time periods specified herein. The Seller Contingencies are for the sole benefit of Seller and may only be waived or deemed satisfied in writing at Seller's election and in Seller's sole and absolute discretion. 7,1, Due Diligence Contingency Notice, Buyer shall have timely delivered to Seller and Escrow Holder the Due Diligence Contingency Notice in accordance with Section 6.1.7 above. 7.2. Buyer Contingencies Notice. Buyer shall have timely delivered to Seller and Escrow Holder the Buyer Contingencies Notice in accordance with Section 6.16 above. 7.3, Accuracy of Representations and Warranties, As of the Close of Escrow, all of Buyer's representations and warranties set forth herein shall be true and accurate with the same force and effect as if remade by Seller in a separate certificate at the Close of Escrow. 7.4. No Breach or Event of Default. As of the Close of Escrow, no uncured Event of Default by Buyer, nor any Breach by Buyer which could become an Event of Default with the passage of time, shall exist. 7.5. Buyer Deliveries, At least three (3) business days prior to the Closing Date, Buyer shall have delivered to Escrow Holder the Purchase Price, along with all other documents, instruments, or items reasonably requested and deemed necessary by Escrow Holder to consummate the Close of Escrow in accordance with the terms of this Agreement ("Buyer Deliveries"). 8. EVENT OF DEFAULT; TERMINATION; REMEDIES, 8,1, Termination for Event of Default. If Buyer or Seller breaches, defaults, or fails to perform any obligation, covenant, condition precedent, or contingency to be observed or performed by such party, including the failure or unsatisfactory completion of any Buyer Contingency, or Seller Contingency, as applicable (except for any of the Buyer Contingencies in Sections 6.1, 6.6, 6.7, 6.9, 6.10, or 6.16) ("Breach"), the party who is claiming that a Breach has occurred ("Non-Defaulting Party") shall provide written notice (the "Default Notice") to the other party ("Defaulting Party") identifying the Breach and a description of the facts and circumstances relating to such Breach. Upon receipt of the Default Notice, the Defaulting Party shall have ten (10) days, or less if the breach or default occurs within ten (10) days of the Page 7 557986.11 (Rev. 07/21/05)