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In the event that Buyer has not received the Approvals by the Entitlements Contingency Date,
<br />Buyer shall have the right to extend the Entitlements Contingency Date for one six (6) month
<br />extension (the "First Extension"), six subsequent, consecutive three (3) month extensions (the
<br />"Second Extension", "Third Extension", "Fourth Extension", "Fifth Extension", "Sixth
<br />Extension", and "Seventh Extension" respectively), one subsequent two (2) month extension
<br />(the "Eighth Extension"), and one subsequent four (4) month extension to secure the Approvals
<br />(the "Ninth Extension"). Buyer must provide City with written notice at least ten (10) days
<br />prior to the Entitlements Contingency Date to exercise the First Extension. In order to exercise
<br />each subsequent extension after the First Extension, with the exception of the Ninth Extension,
<br />Buyer must increase the Deposit by an additional Ten Thousand Dollars ($10,000.00) for each
<br />such extension (collectively, the "Extension Deposits"), at least ten (IO) days prior to the
<br />expiration of each extension, as applicable, in addition to providing ten (10) days prior written
<br />notice to the City of Buyer's intent to further extend the Entitlements Contingency Date. In
<br />order to exercise the Ninth Extension, Buyer must increase the Deposit by an additional Ten
<br />Thousand Dollars ($10,000.00), which shall be applicable to the purchase price. If Buyer fails to
<br />provide the notice and deposit increases required by this Section 5.2(b), this Agreement will
<br />terminate as of the Entitlements Contingency Date, or the expiration date of any exercised
<br />extension thereof, and neither Seller nor Buyer will have any further obligation or responsibility
<br />to the other to perform under this Agreement.
<br />If Buyer fails to deliver written notice removing the Entitlements Contingency by the
<br />Entitlements Contingency Date, as may be extended, or if Buyer delivers notice to Seller that
<br />Buyer has been unable to obtain the Approvals, or if Buyer fails to timely deliver any notice
<br />and/or deposit increase required by this Section 5.2(b) pursuant to exercise of the Second, Third,
<br />Fourth, Fifth, Sixth, Seventh, Eighth, or Ninth Extension, then this Agreement shall be deemed
<br />terminated. Such termination will be immediate, neither Seller nor Buyer will have any further
<br />obligation or responsibility to the other to perform under this Agreement, and Escrow Holder
<br />will return promptly to Buyer the Deposit, as increased by the Extension Deposits.
<br />5. The Parties acknowledge that simultaneously with the execution and delivery of this
<br />Second Amendment, Buyer is hereby exercising the Ninth Extension of the Entitlements
<br />Contingency Date.
<br />6. Section 5.2(b) Extensions and Deposits. The Parties acknowledge that as of the date
<br />hereof, Buyer has exercised the First Extension, Second Extension, Third Extension, Fourth
<br />Extension, Fifth Extension, Sixth Extension, Seventh Extension, and Eighth Extension of the
<br />Entitlements Contingency Date.
<br />7. Section 7 .1. Section 7 .1 of the Agreement is hereby deleted and replaced with the
<br />following:
<br />Should the conditions set forth in Section 5.2 of this Agreement not be satisfied on or prior to the
<br />Closing Date, or upon breach by Seller of any of its obligations hereunder, or upon the
<br />inaccuracy of any of Seller's representations in Section 6.1, Buyer shall (i) have the right to
<br />terminate this Agreement, in which case the Deposit, as increased by the Extension Deposits
<br />shall be refunded to Buyer; or (ii) seek specific performance from Seller, in which case Buyer
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