Agmt 2005 Stahl-Wooldridge Construction Co

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6.2 AGENCY'S Approval of Title. A. Prior to the tenth (10th) business day following the Effective Date, AGENCY shall notify SELLER in writing that it either approves all of the exceptions to title shown in the Preliminary Report or of any exceptiones) to title shown in the Preliminary Report of which AGENCY disapproves. If AGENCY fails to notify SELLER of approval or of any disapproved exceptiones) by such time, then AGENCY shall be deemed to have accepted all exceptions to title shown on Schedule B to the Preliminary Report, and the provisions of Subsection 6.2.B shall apply. B. If AGENCY either fails to notify SELLER ofthe disapproval of any exceptions to title set forth in the Preliminary report or notifies SELLER of any disapproved exceptiones) by 5:00 p.m. Pacific Time on the tenth (10th) day following the Effective Date then SELLER shall have until 5:00 p.m. Pacific Time on the fifteenth (15th) business day following the Effective Date in which to notify AGENCY, in SELLER's sole discretion, either (a) that SELLER will remove the disapproved exceptiones) prior to the Close of Escrow or (b) that SELLER will not remove the disapproved exceptions (and SELLER's failure to do either (a) or (b) shall be conclusively deemed to constitute SELLER'S election not to remove any exceptiones) disapproved by AGENCY). AGENCY acknowledges and agrees that absent SELLER's written election to remove, under no circumstances shall SELLER have any obligation whatsoever to remove any exceptiones) disapproved by AGENCY. If SELLER elects not to remove any disapproved exceptiones), whether by giving notice thereof or failing to give notice, then AGENCY shall within twenty (20) business days following the Effective Date elect (a) to terminate this Agreement by written notice to SELLER or (b) to waive in writing AGENCY's previous disapproval of any items that SELLER does not elect to remove. If AGENCY gives SELLER such written notice of termination, then this Agreement shall thereupon terminate without further action by the parties and the Escrow Deposit (and interest earned thereon) shall be retained by SELLER (unless a Seller Event of Default has occurred and is continuing) and neither party shall have any further obligation hereunder except as specifically enumerated herein as surviving the termination of this Agreement. Any agreement of the parties on exceptions to title arrived at after proper written disapproval by AGENCY shall be set forth in writing, expressly listing the permitted exceptions to title that appear on the Preliminary Report and in the Supplement. The exceptions to title-approved or deemed approved by AGENCY as provided in this Section 6.2 are referred to herein as the "Permitted Exceptions". C. AGENCY's obligation to purchase the Property and SELLER's obligation to sell the Property is conditioned upon the willingness of Escrow Holder to issue, upon the sole condition of the payment of its premium, (1) its standard CLTA owner's policy of title insurance ("Title Policy") insuring AGENCY in the amount of the Purchase Price that title to the Property is vested of record in AGENCY as of the Close of Escrow, subject only to the printed conditions and exceptions of such Title Policy, and the Permitted Exceptions. AGENCY, at its sole cost, may obtain title insurance coverage or endorsements in addition to the Title Policy provided that obtaining such additional coverage shall neither be a condition to nor shall delay the Close of Escrow. SELLER's inability to deliver title to the Property in the condition necessary for the Escrow Holder to issue the Title Policy shall constitute a Seller Event of Default. Upon the 9