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5 <br /> The Project Construction Covenant shall further provide that Seller shall <br /> subordinate its remedies to any development or construction related financing secured <br /> by a lien on the Property after recording of the Project Construction Covenant in <br /> accordance with any subordination or intercreditor agreement reasonably acceptable to <br /> Seller. Further, the Project Construction Covenant shall specify which material <br /> breaches are subject to the above remedies, it being understood and agreed by Seller <br /> and Purchaser that the above remedies may not be appropriate for all breaches <br /> (including all material breaches) of the Project Construction Agreement. <br /> 4. CONTINGENCIES AND FEASIBILITY PERIOD. Purchaser's obligation to <br /> purchase the Property is contingent upon the conditions set forth below being waived or <br /> satisfied on or before the dates provided for below. Purchaser may terminate this <br /> Agreement at any time by written notice to Seller if Purchaser determines, in <br /> Purchaser's sole and absolute discretion, that any of the conditions set forth in this <br /> Section 4 will not be satisfied by the date provided for herein for the satisfaction of such <br /> condition. In the event of such determination, the Earnest Money shall be promptly <br /> returned to Purchaser. The conditions provided for in Section 4(a) and Section 4(b) <br /> shall be deemed not to be satisfied unless Purchaser, by the date by which the <br /> particular conditions are required to be satisfied, notifies Seller in writing that such <br /> conditions have been satisfied or waived. With respect to the conditions provided for in <br /> Section 4(c), such conditions shall be deemed not to be satisfied unless Purchaser, by <br /> the date by which the particular conditions are required to be satisfied, notifies Seller in <br /> writing that such conditions have been satisfied or waived; provided, however, that if <br /> Purchaser fails to deliver a written notice concerning the Section 4(c) conditions by such <br /> date, then this Agreement shall not terminate until after (i) Seller delivers written notice <br /> to Purchaser that the time for the satisfaction or waiver of the Section 4(c) conditions <br /> has expired and (ii) Purchaser does not respond to such Seller notice in writing within <br /> two (2) business days of receipt thereof that Purchaser has satisfied or waived such <br /> conditions. Subject to the provisions in the preceding sentence concerning the <br /> Section 4(c) conditions, in the event any condition of this Section 4 is deemed not <br /> satisfied, this Agreement shall automatically terminate and the Earnest Money shall be <br /> promptly returned to Purchaser. <br /> a. Studies. On or before the date that is six (6) months after the <br /> Effective Date ("Feasibility Period"), Purchaser shall have approved, in Purchaser's <br /> sole and absolute discretion, all soils, engineering, hazardous waste, geotechnical, <br /> wetlands, feasibility and other studies and reports which Purchaser obtains in <br /> connection with the Property and the Project (as defined herein) and such other <br /> information relating to the Property that is specifically requested by Purchaser of Seller <br /> in writing to the extent such information is in the possession or control of Seller or any <br /> affiliate of Seller, or may be obtained by Seller, or any affiliate of Seller through the <br /> exercise of commercially reasonable efforts and is not otherwise confidential or <br /> privileged. <br /> b. Feasibility. On or before the expiration of the Feasibility Period, <br /> Purchaser shall have determined in Purchaser's sole and absolute discretion, that the <br /> -4- <br /> 509390684 <br />