Common use of Additional Title Matters Clause in Contracts

Additional Title Matters. If any update of the Title Commitment or Survey shows any matters that are not Permitted Exceptions, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller shall not have the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within two (2) business days after receipt of notice from Purchaser objecting to any such additional matters (also “Disapproved Matters”) whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any such additional Disapproved Matter. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days after receipt of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3, such additional matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving Obligations.

Additional Title Matters. If any update of the Title Commitment or Survey shows received by Purchaser after the Effective Date shall show any additional title matters that are not Permitted Exceptions (the “Additional Matters”), Purchaser shall have until the earlier of (a) five (5) business days following its receipt of such update, and (b) one (1) business day prior to the scheduled Closing Date, to advise Seller in writing of any objection to any such additional matters (each a “Disapproved Matter”). If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to take title to the Property subject to the Additional Matters shown in such update(s) (in addition to the other Permitted Exceptions, ). Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters remove, endorse over or otherwise cure (collectively, “Cure”) prior to the ClosingClosing any Disapproved Matter to which Purchaser has timely objected. Seller shall not have the obligation, however, to Cure such additional mattersDisapproved Matters. Seller shall notify Purchaser in writing within two (2) business days after receipt of notice from Purchaser objecting to any such additional matters (also “regarding Disapproved Matters”) Matters whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any such additional the Disapproved MatterMatters. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved MatterMatters, then Purchaser shall notify Seller within three (3) business days after of receipt of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closingproceed, taking title subject 13 to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to CureMatters. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closingproceed, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to CureMatters. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter Disapproved Matter under this Section 5.3, such additional matter Disapproved Matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit Option Payment shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Provisions Surviving ObligationsTermination. In the event that the dates under this Section extend past the scheduled Closing Date, the Closing Date shall be extended to the date that is five (5) business days after the deadline for Purchaser’s election to terminate or accept the Property subject to the Disapproved Matters, as is indicated above.

Additional Title Matters. If Approval by Xxxxx of any update additional title or survey exceptions, defects, encumbrances or other title matters first disclosed in writing after the end of the Feasibility Period ("Additional Title Commitment or Survey shows any matters Matters") shall be a condition precedent to Buyer's obligations to purchase the Property (Buyer hereby agreeing that are not Permitted Exceptions, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller approval of Additional Title Matters shall not have be unreasonably withheld). Unless Buyer gives ·written notice ("Title Disapproval Notice") that it disapproves any Additional Title Matters, stating the obligationAdditional Title Matters so disapproved, however, before the sooner to Cure such additional matters. Seller shall notify Purchaser in writing within two (2) business days after receipt occur of notice from Purchaser objecting to any such additional matters (also “Disapproved Matters”) whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any such additional Disapproved Matter. If Seller notifies (the Closing or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days after receipt of written notice of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to ClosingAdditional Title Matters, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser Buyer shall be deemed to have elected approved such Additional Title Matters. Seller shall have until the Closing within which to proceed remove the disapproved Additional Title Matters set forth therein from title (Seller having the right but not the obligation to Closingdo so). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of such disapproved Additional Title Matters, taking title subject Seller shall give written notice to Buyer to such additional Disapproved Matters effect; in such event, Buyer may, at its option, terminate this Agreement upon written notice to Seller but only if given prior to the sooner to occur of the Closing or three (3) business days after Xxxxx receives Seller's notice, in which case this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Deposit (less the Independent Consideration, which shall be paid to Seller), and Seller and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that Seller has elected (or been expressly survive termination of this Agreement. If Buyer fails to give such termination notice by such date, Buyer shall be deemed to have elected) not to Cure. If Purchaser elects (or is deemed waived its objection to, and to have elected) to take title subject to any additional matter under this Section 5.3approved, such additional matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving Obligationsmatters set forth in Seller's notice.

Additional Title Matters. If Approval by Buyer of any update additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period other than liens which are caused by Buyer or its agents (“Additional Title Commitment Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Property (such approval of Additional Title Matters shall be subject to Buyer’s sole and absolute discretion). Unless Buyer gives written notice (“Title Disapproval Notice“) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or Survey shows any matters that are not Permitted Exceptions, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller shall not have the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within two ten (210) business days after receipt of written notice from Purchaser objecting to any of such additional matters (also “Disapproved Additional Title Matters”) whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller Buyer shall be deemed to have elected not approved such Additional Title Matters. Seller shall have up to Cure any such additional Disapproved Matter. If Seller notifies a fifteen (or is deemed to have notified15) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days day period after its receipt of any Title Disapproval Notice within which to remove the disapproved Additional Title Matters set forth therein from title or obtain from Title Company a commitment to issue an endorsement affirmatively insuring against such items in a form reasonably acceptable to Buyer at no cost or expense to Buyer (Seller having the right but not the obligation to do so), and the Closing Date shall be extended, at Seller’s option, to allow for such fifteen (15) day period. In the event Seller determines at any time that it is unable or unwilling to remove any one or more of such disapproved Additional Title Matters, Seller may give written notice (or deemed notice) whether Purchaser elects to Buyer to such effect; in such event, Buyer may, at its option, terminate this Agreement upon written notice to Seller but only if given prior to the sooner to occur of the Closing or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected five (or been deemed to have elected5) not to Curedays after Buyer receives Seller’s notice. If Purchaser Buyer fails to timely deliver give such noticetermination notice by such date, Purchaser Buyer shall be deemed to have elected to proceed to Closingwaived its objection to, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3and approved, such additional matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving Obligationsmatters set forth in Seller’s notice.

Additional Title Matters. If any update of the Title Commitment or Survey shows received by Purchaser after the Effective Date shall show any additional title matters that are not Permitted Exceptions (the “Additional Matters”), Purchaser shall have until the earlier of (a) five (5) business days following its receipt of such update, and (b) one (1) business day prior to the scheduled Closing Date, to advise Seller in writing of any objection to any such additional matters (each a “Disapproved Matter”). If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to take title to the Property subject to the Additional Matters shown in such update(s) (in addition to the other Permitted Exceptions, ). Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters remove, endorse over or otherwise cure (collectively, “Cure”) prior to the ClosingClosing any Disapproved Matter to which Purchaser has timely objected. Seller shall not have the obligation, however, to Cure such additional mattersDisapproved Matters. Seller shall notify Purchaser in writing within two (2) business days after receipt of notice from Purchaser objecting to any such additional matters (also “regarding Disapproved Matters”) Matters whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any such additional the Disapproved MatterMatters. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved MatterMatters, then Purchaser shall notify Seller within three (3) business days after of receipt of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closingproceed, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to CureMatters. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closingproceed, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to CureMatters. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter Disapproved Matter under this Section 5.3, such additional matter Disapproved Matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit Option Payment shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Provisions Surviving ObligationsTermination. In the event that the dates under this Section extend past the scheduled Closing Date, the Closing Date shall be extended to the date that is five (5) business days after the deadline for Purchaser’s election to terminate or accept the Property subject to the Disapproved Matters, as is indicated above.

Additional Title Matters. If Approval by Buyer of any update additional title exceptions, defects, encumbrances or other title matters first disclosed in writing after the end of the Title Commitment or Survey shows any matters Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Property (Buyer hereby agreeing that are not Permitted Exceptions, Seller its approval of such Additional Title Matters shall use such efforts and expend such amounts as it may, be subject to Buyer’s approval in its sole judgmentand absolute discretion). Unless Buyer gives written notice (“Title Disapproval Notice”) that it disapproves any Additional Title Matters, deem appropriate stating the Additional Title Matters so disapproved, before the sooner to Cure any occur of the Closing or five (5) days after receipt of written notice of such additional matters prior Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Notwithstanding the foregoing to the Closing. Seller shall not have contrary, if Buyer receives notice of an Additional Title Matter on or after the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within date which is two (2) business days after prior to the Closing Date, then either party shall have the option to extend the Closing for three (3) additional business days to allow the parties sufficient time to review such Additional Title Matter provided that the party requesting such extension of the Closing delivers to the other party written notice of such extension within one (1) business day of receipt of the Additional Title Matter. Seller shall have until the Closing within which to remove the disapproved Additional Title Matters set forth therein from title or obtain from Title Company a commitment to issue an endorsement affirmatively insuring against such items in a form acceptable to Buyer in Buyer’s commercially reasonable discretion, at no cost or expense to Buyer (Seller having the right but not the obligation to do so). The procurement by Seller of a written commitment from Title Company to issue the Owner’s Policy, or an endorsement thereto insuring Buyer against the disapproved Additional Title Matter at Closing, shall be deemed the removal of such disapproved Additional Title Matter from title to the Property, provided that such endorsement shall be to Buyer’s commercially reasonable satisfaction, and shall be issued at Seller’s sole cost and expense. In the event Seller determines at any time that it is unable or unwilling to remove any one or more of such disapproved Additional Title Matters, Seller shall give written notice from Purchaser objecting to any Buyer to such additional matters effect; in such event, Buyer may, at its option, terminate this Agreement upon written notice to Seller but only if given prior to the sooner to occur of the Closing or five (also “Disapproved Matters”5) whether days after Buyer receives Seller’s notice, in which case this Agreement shall immediately terminate, the Deposit (less the Independent Consideration, which shall be paid to Seller), shall be returned to Buyer, and Seller elects to Cure any such additional Disapproved Mattersand Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement. If Seller Buyer fails to timely deliver give such termination notice to Purchaserby such date, Seller Buyer shall be deemed to have elected not to Cure any such additional Disapproved Matter. If Seller notifies (or is deemed waived its objection to, and to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matterapproved, then Purchaser shall notify Seller within three (3) business days after receipt of such notice (or deemed the matters set forth in Seller’s notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3, such additional matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving Obligations.

Additional Title Matters. If Approval by Buyer of any update additional exceptions to title matters disclosed after the Commitment Date (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Property (Buyer hereby agreeing that its approval of the Additional Title Commitment or Survey shows any matters that are not Permitted Exceptions, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller Matters shall not have be unreasonably withheld). Unless Buyer gives written notice (“Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the obligationAdditional Title Matters so disapproved, however, to Cure such additional matters. Seller shall notify Purchaser in writing within two fifteen (215) business days after receipt of written notice from Purchaser objecting to any of such additional matters (also “Disapproved Additional Title Matters”) whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller Buyer shall be deemed to have elected approved such Additional Title Matters. Seller shall have up to a thirty (30) day period after its receipt of any Title Disapproval Notice within which to remove the disapproved Additional Title Matters set forth therein from title or obtain from Title Company a commitment to issue an endorsement affirmatively insuring against such items in a form reasonably acceptable to Buyer at no cost or expense to Buyer (Seller having the right but not the obligation to Cure do so), and the Closing Date shall be extended, at Seller’s option, to allow for such thirty (30) day period. In the event Seller determines at any time that it is unable or unwilling to remove any one or more of such additional Disapproved disapproved Additional Title Matters, Seller shall give written notice to Buyer to such effect; in such event, Buyer may, at its option, terminate this Agreement upon written notice to Seller, but only if (i) such matters reasonably represent a Material Adverse Additional Title Matter (as defined below); and (ii) such notice is given on or before the date which is six (6) Business Days after Buyer receives Seller’s notice that Seller shall be unable or unwilling to remove such Material Adverse Additional Title Matter. If Seller notifies (Buyer fails to give such termination notice by such date or is deemed to have notified) Purchaser that Seller has elected such matters do not to Cure any additional Disapproved represent a Material Adverse Additional Title Matter, then Purchaser shall notify Seller within three (3) business days after receipt of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser Buyer shall be deemed to have elected to proceed to Closingwaived its objection to, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cureand approved, the matters set forth in Seller’s notice. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under For the purposes of this Section 5.34.1.2, such additional matter “Material Adverse Additional Title Matter” shall become mean those items or matters that appear of record after the Commitment Date with respect to the Property that are reasonably likely to materially and adversely affect the (A) ownership and use of the Property as a Permitted Exception and Hotel; or (B) ability to finance the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving ObligationsProperty.

Additional Title Matters. If Approval by Buyer of any update additional exceptions to title or survey matters disclosed in writing after the date of this Agreement (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Property (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Title Commitment Closing or Survey shows any matters that are not Permitted Exceptions, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller shall not have the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within two ten (210) business days after receipt of written notice from Purchaser objecting to any of such additional matters (also “Disapproved Additional Title Matters”) whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller Buyer shall be deemed to have elected approved such Additional Title Matters. Seller shall have until the day before Closing within which to remove the disapproved Additional Title Matters set forth therein from title (Seller having the right but not the obligation to Cure do so). In the event Seller determines at any such additional Disapproved Matter. If Seller notifies (time that it is unable or is deemed unwilling to have notified) Purchaser that Seller has elected not to Cure remove any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days after receipt one or more of such disapproved Additional Title Matters, Seller may give written notice (or deemed notice) whether Purchaser elects to Buyer to such effect; in such event, Buyer may, at its option, terminate this Agreement upon written notice to Seller but only if given prior to the sooner to occur of the Closing or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected five (or been deemed to have elected5) not to Curedays after Buyer receives Seller’s notice. If Purchaser Buyer fails to timely deliver give such noticetermination notice by such date, Purchaser Buyer shall be deemed to have elected to proceed to Closingwaived its objection to, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3and approved, such additional matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving Obligationsmatters set forth in Seller’s notice.

Additional Title Matters. If any update of In the event that the Title Commitment is amended or Survey shows supplemented by the Title Company to include new exceptions not created by or arising from the acts or omissions of a Buyer Party, its Affiliates or any matters that are not Permitted Exceptionsof their respective agents, Seller shall use such efforts contractors, employees or licensees, and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters new exceptions do not appear on the Title Commitment 257090980 v3 delivered to Buyer dated as of March 9, 2021, then Buyer shall have five (5) Business Days following Buyer's receipt of any such amended or supplemented Title Commitment to notify Seller of its disapproval of any such exceptions disclosed in the amended or supplemented Title Commitment. In the event any such exception is not included within Seller’s Required Removal Items and Seller is unwilling to commit to remove any such exceptions objected to by Buyer prior to the Closing. Seller shall not have the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within two (2) business days after receipt of notice from Purchaser objecting to any such additional matters (also “Disapproved Matters”) whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any such additional Disapproved Matter. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days after receipt of such notice (or deemed notice) whether Purchaser elects to Buyer may terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Close of Escrow or (ii) five (5) Business Days after Seller's written notice to proceed Buyer of Seller's unwillingness to Closing, taking eliminate any one or more of such title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cureexceptions. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3, such additional matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate Buyer terminates this Agreement under this Section 5.3pursuant to its rights set forth in the preceding sentence, then the Deposit shall be promptly returned to Purchaser Buyer by Escrow Holder and, if any such new exceptions were executed and the parties recorded by Buyer, Seller shall be relieved of reimburse Buyer for its Transaction Costs (as hereinafter defined), and neither party shall have any further obligations hereunder under this Agreement, except for that if such new exception arises solely as a result of a default by Seller under this Agreement, then notwithstanding the Surviving Obligationsforegoing, Buyer shall be entitled to all rights and remedies provided in this Agreement upon the occurrence of a default by Seller.

Additional Title Matters. If any update of the Title Commitment or Survey shows any matters that are not Permitted Exceptions, Seller shall use such efforts and expend such amounts as it may, Approval by Buyer in its sole judgment, deem appropriate discretion of any additional exceptions to Cure any such additional title or survey matters prior to other than the Closing. Seller shall not have exceptions shown in the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within two Preliminary Commitment (2) business days after receipt of notice from Purchaser objecting to any such additional matters (also “Disapproved Additional Title Matters”) whether shall be a condition precedent to Buyer’s obligations to purchase the Property. Seller elects to Cure any such additional Disapproved Mortgage Liens shall not be considered Additional Title Matters. If Seller fails Unless Buyer gives written notice (“Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, on or before the sooner to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any such additional Disapproved Matter. If Seller notifies (occur of the Closing or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days after receipt of written notice of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to ClosingAdditional Title Matters together with a full and complete copy of the documentation related thereto, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser Buyer shall be deemed to have elected approved such Additional Title Matters and the Additional Title Matters shall be Permitted Exceptions. Notwithstanding the foregoing, Buyer shall have until 5:00 p.m. on March 15, 2007, to proceed review and approve any title exceptions shown on the Updated Commitment that were not shown on the Preliminary Commitment and to Closingdeliver a Title Disapproval Notice with respect thereto. Seller shall have until the sooner to of five (5) days after its receipt of any Title Disapproval Notice or Closing within which to remove the disapproved Additional Title Matters set forth therein from title or obtain from the Title Company a binding commitment to issue an endorsement affirmatively insuring Buyer against such items in a form reasonably acceptable to Buyer at no cost or expense to Buyer (Seller having the right but not the obligation to do so). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of such disapproved Additional Title Matters, taking title subject Seller shall give written notice to Buyer to such additional Disapproved Matters that Seller has elected effect; in such event, Buyer may, at its option, waive such objection by written notice given to Seller, but only if given on or prior to the sooner to occur of the Closing or within three (or been 3) days after Buyer receives Seller’s notice. If Buyer fails to give such waiver notice by such date, this Agreement shall be deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3, such additional matter shall become a Permitted Exception terminated and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit Exxxxxx Money shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving ObligationsBuyer.

Additional Title Matters. If It is expressly understood that unless the Seller expressly agrees, in the exercise of its sole discretion, to cure or remove a matter identified in the Buyer’s Objections prior to Closing, the Seller shall not be required to bring any action, institute any proceeding, or otherwise incur any costs or expenses in order to attempt to eliminate any of the Buyer’s Objections or to otherwise cause title to the Real Properties to comport with the terms of this Agreement on the Closing Date; provided, however, that the Seller shall be obligated to remove (i) any liens that are filed against the Real Properties during the period after the expiration of the Title Cure Period and before the Closing, but only if they are recorded by the Seller or caused by the Seller’s actions or failure to act, and (ii) any liens securing any Debt not assumed by the Buyer pursuant to the terms of this Agreement. Should matters relative to title, other than liens the Seller is obligated to remove pursuant to the preceding sentence, be discovered from any update of the Title Commitment Materials received by the Buyer or Survey shows otherwise after the expiration of the Objection Period that were not disclosed in the Title Materials received by the Buyer prior to the expiration of the Objection Period (collectively the “New Title Matters”), the Buyer shall have the right to notify the Seller in writing of any matters that New Title Matters which are not Permitted ExceptionsEncumbrances set forth in items (b) through (e) of the definition thereof to which the Buyer objects, provided that Buyer notifies Seller, in writing, of its objection within forty-eight (48) hours after such matter is disclosed to Buyer. The Seller shall use such efforts be obligated to remove any New Title Matters that are filed against any of the Real Properties during the period after the expiration of the Title Cure Period and expend such amounts as it maybefore Closing but only if they are recorded by the Seller or caused by the Seller’s actions or failure to act. With respect to all other New Title Matters, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller shall not have the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within two (2) business five days after receipt of notice from Purchaser objecting of the New Title Matters, advise Buyer whether the Seller will cure such New Title Matters prior to the Closing Date. Should the Seller fail to cure or remove prior to the Closing Date any New Title Matter which is objected to by the Buyer, and should such additional matters (also “Disapproved New Title Matter materially and adversely impair the value or use of any of the Real Properties to which such objection relates, such failure shall constitute a failure of a condition to Buyer’s obligation to proceed to Closing with respect to the Real Properties affected by such New Title Matters”) whether Seller elects , and the Buyer may, at its election, determine not to Cure any close with respect to such additional Disapproved MattersReal Properties. If Seller fails to timely deliver such notice to Purchaser, All other New Title Matters which are not cured or removed by the Seller shall be deemed to have elected waived by the Buyer and shall constitute Permitted Encumbrances for all purposes under this Agreement and the Ancillary Agreements. If the Buyer elects not to Cure any such additional Disapproved Matter. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days after receipt of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject close with respect to any additional matter under Real Properties in accordance with this Section 5.39.1(e), in such additional matter shall become a Permitted Exception and case, the Unadjusted Purchase Price shall not be reduced. If Purchaser elects decreased by the Preliminary Allocated Price applicable to terminate this Agreement under this Section 5.3any such Real Properties, then and at Closing, Seller and Buyer shall enter into an amended hotel management agreement with respect to any such Real Properties in the Deposit shall be returned to Purchaser form of Exhibit Q-1 for domestic Hotels and the parties shall be relieved of any further obligations hereunder except Exhibit Q-2 for the Surviving Obligationsinternational Hotels.

Additional Title Matters. If Approval by Purchaser of any update additional exceptions to title or survey matters first coming into existence or first disclosed to Purchaser after the Date of the this Agreement (“Additional Title Commitment or Survey shows any matters that are not Permitted Exceptions, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller shall not have the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within two (2) business days after receipt of notice from Purchaser objecting to any such additional matters (also “Disapproved Matters”) whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice shall be a condition precedent to Purchaser’s obligations to purchase the Property (Purchaser hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Purchaser gives written notice (“Title Disapproval Notice”) that it disapproves any Additional Title Matters, Seller shall be deemed stating the Additional Title Matters so disapproved, before the sooner to have elected not to Cure any such additional Disapproved Matter. If Seller notifies occur of the Closing or five (or is deemed to have notified5) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days after Purchaser’s receipt of written notice from any source of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such noticeAdditional Title Matters, Purchaser shall be deemed to have elected approved such Additional Title Matters. Seller shall have up to proceed a thirty (30) day period after its receipt of any Title Disapproval Notice within which to Closingremove the disapproved Additional Title Matters set forth therein from title or obtain from Title Company a commitment to issue an endorsement affirmatively insuring against such items in a form reasonably acceptable to Purchaser at no cost or expense to Purchaser (Seller having the right but not the obligation to do so, taking title subject except as provided in Section 3.2), and the Closing Date shall be extended, at Seller’s option, in Seller’s sole and absolute discretion, to allow for such thirty (30) day period. In the event Seller determines at any time that it is unable or unwilling to remove any one or more of such disapproved Additional Title Matters, in Seller’s sole and absolute discretion, Seller may give written notice to Purchaser to such additional Disapproved Matters that effect; in such event, Purchaser may, at its option, terminate this Agreement upon written notice to Seller has elected but only if given prior to the sooner to occur of the Closing or five (or been 5) days after Purchaser receives Seller’s notice, in which case Seller shall immediately refund the Xxxxxxx Money to Purchaser. If Purchaser fails to give such termination notice by such date, Purchaser shall be deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3waived its objection to, such additional matter shall become a Permitted Exception and approved, the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving Obligationsmatters set forth in Seller’s notice.

Additional Title Matters. In the event Title Company issues any amendment or supplement to the PTR after the Title Notice Date showing any additional exception to title that is not included in the PTR (a "New Exception"), Buyer shall be entitled to object to any such New Exception by delivering a Title Notice to Seller and Escrow Holder on or before the date that is three (3) Business Days after Buyer's receipt of written notice of the New Exception from Title Company; provided, however, Buyer may not object to (and shall be deemed to have approved) any New Exception (i) caused by the acts or omissions of Buyer or Buyer Parties, or (ii) resulting from Buyer's delivery of a new survey or an update to the Survey to Title Company after the Title Notice Date. If any update Buyer fails to deliver a Title Notice objecting to a New Exception (other than a Monetary Lien) within such three (3) Business Day period, Buyer shall be deemed to have accepted such New Exception. Seller shall have three (3) Business Days after receipt of the Title Commitment or Survey shows any matters that are not Permitted Exceptions, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate Notice to Cure any such additional matters prior to the Closingprovide a Seller's Response. Seller shall not have the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within two (2) business days after receipt of notice from Purchaser objecting to any such additional matters (also “Disapproved Matters”) whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any remove or cure the New Exception if Seller fails deliver a Seller's Response within such additional Disapproved Matterthree (3) Business Days. If Seller notifies (elects or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matterremove or cure such New Exception, then Purchaser Buyer shall notify Seller within have two (2) Business Days after the date of Seller's Response, or two (2) Business Days after the expiration of the three (3) business days after receipt of Business Day period for Seller to deliver a Seller's Response if Seller fails to deliver a Seller's Response within such three (3) Business Day period, to give Seller and Escrow Holder written notice (that Buyer either waives Buyer's prior objection to the New Exception, or deemed notice) whether Purchaser that Buyer elects to terminate this Agreement or Agreement, in which case Escrow Holder shall return to proceed Buyer the Deposit. Except with respect to ClosingMonetary Liens, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser if Buyer fails to timely deliver any such notice, Purchaser Buyer shall be deemed to have elected to proceed to Closing, taking title subject waived its prior objection to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to CureNew Exception. If Purchaser elects (or is deemed necessary, the Closing Date shall automatically be extended to have elected) allow for the running of the notice and cure periods described in this paragraph. Notwithstanding the foregoing to take title subject to any additional matter under this Section 5.3the contrary, such additional matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved Buyer need give no notice of its disapproval of any further obligations hereunder except for the Surviving ObligationsNew Exception which constitutes a Monetary Lien, all of which Seller shall remove or endorse over (to Buyer's satisfaction) at or before Closing.

Additional Title Matters. If In the event that any update update(s) of the Title Commitment or Survey shows delivered after the date that Purchaser’s Title Notice is required to be made under Section 5.1 discloses any matters that are not set forth in the original Title Commitment or the Survey, then no later than five (5) business days after Purchaser’s receipt of the updated Title Commitment or update to the Survey, as applicable, Purchaser shall give written notice (the “Additional Title Notice”) to Seller of any such Title Objection disapproved by Purchaser. If Purchaser does not deliver the Additional Title Notice to Seller within the time-period set forth above, then Purchaser shall be deemed to have waived any objections to such matters disclosed in the updated Title Commitment or update of the Survey, as applicable, and such matters shall be considered Permitted Exceptions. In no event shall Seller intentionally cause any matters to affect title to the Property after the expiration of the Inspection Period without Purchaser’s prior written consent. Within three (3) business days after receiving the Additional Title Notice pursuant to this section, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller shall not have the obligation, however, to Cure such additional matters. Seller shall will notify Purchaser in writing which matters objected to in the Additional Title Notice, if any, Seller will cure, satisfy or remove and Seller’s failure to so notify Purchaser will be deemed to be Seller’s notice that it will not cure, satisfy or remove any matters raised in the Additional Title Notice objected to by Purchaser. In the event Seller elects to cure less than all of the matters objected to in the Additional Title Notice, then Purchaser shall have the option to: (i) waive such Title Objection(s) identified in the Additional Title Notice and to close the transaction in accordance with the terms of this Agreement, or (ii) terminate this Agreement by notice to Seller and to receive a complete refund of all the Exxxxxx Money in accordance with the terms hereof, together with all interest accrued thereon (less and except the sum of One Hundred Dollars ($100), which shall be paid to Seller as consideration for entering into this Agreement), in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, except as otherwise expressly provided herein, such option to be exercised within two (2) business days after receipt following the date of notice from Purchaser objecting to any such additional matters (also “Disapproved Matters”) whether Seller’s actual or deemed notification that Seller elects to Cure any such additional Disapproved Matters. If Seller fails cure less than all of the matters properly objected to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any such additional Disapproved Matter. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days after receipt of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3, such additional matter shall become a Permitted Exception and in the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving ObligationsAdditional Title Notice.

Additional Title Matters. If any update of updated preliminary title report, title commitment or survey from time to time disclose any additional exceptions to title or survey defects or other matters (“Additional Title Matters”) not previously disclosed on the Preliminary Report or the Existing Survey, which Additional Title Commitment or Survey shows any matters that Matters are not Permitted Exceptionsacceptable to Purchaser, then Purchaser shall have the right to make objections to such Additional Title Matters (“Title Objections”) within five (5) Business Days after receipt of such updated preliminary title report, title commitment or survey (as the case may be). The absence of a timely notice by Purchaser of Title Objections with respect to any Additional Title Matters in accordance with the preceding sentence shall be deemed to constitute Purchaser’s acceptance of such Additional Title Matters. Within three (3) Business Days after receipt of any Title Objections (“Seller’s Title Response Period”), Seller shall use give Purchaser written notice (“Seller’s Title Notice”) of whether it agrees to cure the Title Objections; provided that, except as expressly set forth below, Seller shall have no obligation to cure any Title Objections. Any Title Objections that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the cure of such efforts Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any Title Objection by causing the Title Company to waive or commit to insure over such Title Objection at any time prior to Closing. If Seller does not agree in writing during Seller’s Title Response Period to cure every Title Objection identified by Purchaser at or prior to Closing, Seller shall not be obligated to cure such Title Objections, and expend such amounts as it may, in its Purchaser’s sole judgment, deem appropriate recourse shall be to Cure any such additional matters terminate this Agreement at or prior to the Closing. Seller shall not have later of (x) the obligationexpiration of the Due Diligence Period, however, to Cure such additional matters. Seller shall notify Purchaser in writing within or (y) two (2) business days after receipt Business Days following the end of notice from Seller’s Title Response Period (and if Purchaser objecting to any such additional matters (also “Disapproved Matters”) whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller shall be deemed to have elected does not to Cure any such additional Disapproved Matter. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days after receipt of such notice (or deemed notice) whether Purchaser elects elect to terminate this Agreement or to proceed to Closing, taking title subject to within such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such noticeperiod, Purchaser shall be deemed to have elected withdrawn its Title Objections). Notwithstanding the foregoing, Seller shall release or cause to proceed to Closingbe released (and for purposes of clause (ii) below the term “release” shall also include bonding off) (i) any mortgages, taking title subject to such additional Disapproved Matters that Seller has elected deeds of trust or other security interests (other than documents evidencing or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3securing the Existing Loan), provided, however, such additional matter shall become liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such liens in a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned manner acceptable to Purchaser and such liens are released promptly following the parties shall be relieved Closing; and (ii) any encumbrances voluntarily created after the date hereof by Seller without Purchaser’s prior consent in breach of this Agreement. Seller’s obligation to cause the release or bonding-off of any further obligations hereunder except for such liens and encumbrances pursuant to the Surviving Obligationsimmediately preceding sentence shall survive Closing.

Additional Title Matters. If Approval by Buyer of any additional exceptions to title or survey matters first disclosed in any update of the Title Commitment or Survey shows any matters that are not Permitted Exceptions, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller Preliminary Title Report or Preliminary Survey (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Property; provided, however, that Buyer shall not have the obligationright to object to matters which would be disclosed by an update of the Preliminary Survey if Buyer fails to obtain an update of the Preliminary Survey prior to the expiration of the Due Diligence Period. Except in the case of Seller Liens, howeverunless Buyer gives written notice (“Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to Cure such additional matters. Seller shall notify Purchaser in writing within two occur of the Closing or five (25) business days after Buyer’s receipt of written notice from Purchaser objecting to any source of such additional matters (also “Disapproved Additional Title Matters”) whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller Buyer shall be deemed to have elected approved such Additional Title Matters. Seller shall have up to a fifteen (15) day period after its receipt of any Title Disapproval Notice within which to remove the disapproved Additional Title Matters set forth therein from title or obtain from Title Company a commitment to issue an endorsement affirmatively insuring against such items in a form reasonably acceptable to Buyer at no cost or expense to Buyer (Seller having the right but not the obligation to Cure do so, except as provided in the last sentence of Section 4.1.1), and the Closing Date shall be extended, at Seller’s option, in Seller’s sole and absolute discretion, to allow for such fifteen (15) day period. In the event Seller determines at any time that it is unable or unwilling to remove any one or more of such additional Disapproved Matter. If disapproved Additional Title Matters, in Seller’s sole and absolute discretion, Seller notifies may give written notice to Buyer to such effect; in such event, Buyer may, at its option, terminate this Agreement upon written notice to Seller but only if given prior to the later to occur of the Closing or five (or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (35) business days after receipt of such notice (or deemed Buyer receives Seller’s notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser Buyer fails to timely deliver give such noticetermination notice by such date, Purchaser Buyer shall be deemed to have elected waived its objection to, and approved, the matters set forth in Seller’s notice. Notwithstanding the foregoing, Seller agrees that it shall remove at its cost prior to proceed to Closing, taking title subject to such additional Disapproved Matters that Closing any Additional Title Matter which is a Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3, such additional matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving ObligationsLien.

Additional Title Matters. If Notwithstanding anything to the contrary in this Agreement, approval by Buyer (in its sole and absolute discretion) of any update additional exceptions to title or survey matters first disclosed in writing after the end of the Title Commitment Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice (“Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or Survey shows any matters that are not Permitted Exceptions, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller shall not have the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within two five (25) business days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. If Buyer delivers to Seller a Title Disapproval Notice, Seller shall notify Buyer before the sooner to occur of the Closing or five (5) days after its receipt of a Title Disapproval Notice that Seller either (a) will remove such disapproved Additional Title Matter from Purchaser objecting title (by causing it to any be released from the Property or insured against in accordance with Section 4.6.1 above) (Seller having the right but not the obligation to do so), or (b) will not cause such additional matters (also “Disapproved Matters”) whether Seller elects disapproved Additional Title Matter to Cure any such additional Disapproved Mattersbe removed from title to the Property. If Seller fails to timely deliver such notice respond to Purchasera particular disapproved Additional Title Matter, then Seller shall be deemed to have elected not made the election in clause (b) above as to Cure any such additional Disapproved Matterdisapproved Additional Title matter. If Seller notifies makes (or is deemed to have notifiedmade) Purchaser that Seller has elected not the election in clause (b) above as to Cure any additional Disapproved disapproved Additional Title Matter, then Purchaser shall notify Seller within three (3) business days after receipt of such notice (or deemed notice) whether Purchaser elects to Buyer may, at its option, terminate this Agreement upon written notice to Seller but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives Seller’s notice, in which case this Agreement shall immediately terminate, Buyer shall be entitled to proceed a return of the Deposit (less the Independent Consideration, which shall be paid to Seller), and Seller and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive the Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser Buyer fails to timely deliver give such noticetermination notice by such date, Purchaser Buyer shall be deemed to have elected to proceed to Closingwaived its objection to, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3and approved, such additional matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving Obligationsmatters set forth in Seller’s notice.

Additional Title Matters. If Approval by Buyer of any update additional title exceptions, defects, encumbrances or other title matters first disclosed in writing after the end of the Title Commitment or Survey shows any matters Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Properties (Buyer hereby agreeing that are not Permitted Exceptions, Seller its approval of such Additional Title Matters shall use such efforts and expend such amounts as it may, be subject to Buyer’s approval in its sole judgmentand absolute discretion). Unless Buyer gives written notice (“Title Disapproval Notice”) that it disapproves any Additional Title Matters, deem appropriate stating the Additional Title Matters so disapproved, before the sooner to Cure any occur of the Closing or five (5) days after receipt of written notice of such additional matters prior Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Notwithstanding the foregoing to the Closing. Seller shall not have contrary, if Buyer receives notice of an Additional Title Matter on or after the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within date which is two (2) business days after prior to the Closing Date, then either party shall have the option to extend the Closing for three (3) additional business days to allow the parties sufficient time to review such Additional Title Matter provided that the party requesting such extension of the Closing delivers to the other party written notice of such extension within one (1) business day of receipt of the Additional Title Matter. Sellers shall have until the Closing within which to remove the disapproved Additional Title Matters set forth therein from title or obtain from Title Company a commitment to issue an endorsement affirmatively insuring against such items in a form acceptable to Buyer in Buyer’s commercially reasonable discretion, at no cost or expense to Buyer (Sellers having the right but not the obligation to do so). The procurement by Sellers of a written commitment from Title Company to issue the Owner’s Policy, or an endorsement thereto insuring Buyer against the disapproved Additional Title Matter at Closing, shall be deemed the removal of such disapproved Additional Title Matter from title to the applicable Property, provided that such endorsement shall be to Buyer’s commercially reasonable satisfaction, and shall be issued at Sellers’ sole cost and expense. In the event Sellers determine at any time that it is unable or unwilling to remove any one or more of such disapproved Additional Title Matters, Sellers shall give written notice from Purchaser objecting to any Buyer to such additional matters effect; in such event, Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (also “Disapproved Matters”5) whether Seller elects days after Buyer receives Sellers’ notice, in which case this Agreement shall immediately terminate, the Deposit (less the Independent Consideration, which shall be paid to Cure any such additional Disapproved MattersSellers), shall be returned to Buyer, and Sellers and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement. If Seller Buyer fails to timely deliver give such termination notice to Purchaserby such date, Seller Buyer shall be deemed to have elected not to Cure any such additional Disapproved Matter. If Seller notifies (or is deemed waived its objection to, and to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matterapproved, then Purchaser shall notify Seller within three (3) business days after receipt of such notice (or deemed the matters set forth in Sellers’ notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have elected to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3, such additional matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving Obligations.

Additional Title Matters. If Approval by Xxxxx of any update additional exceptions to title or survey matters relating to the Project Real Property first disclosed after the Effective Date that (a) did not arise from acts or omissions of Xxxxx or any Affiliate or agent of Xxxxx, and (b) would have a Material Adverse Effect shall be a condition precedent to Xxxxx’x obligations under this Agreement to proceed with the Closing (each an “Additional Title Matter”). Unless Xxxxx gives written notice (“Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Title Commitment Closing or Survey shows any matters that are not Permitted Exceptions, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller shall not have the obligation, however, to Cure such additional matters. Seller shall notify Purchaser in writing within two ten (210) business days after receipt of written notice from Purchaser objecting to any of such additional matters (also “Disapproved Additional Title Matters”) whether Seller elects to Cure any such additional Disapproved Matters. If Seller fails to timely deliver such notice to Purchaser, Seller Xxxxx shall be deemed to have elected not approved such Additional Title Matters. LIMCO shall have up to Cure any such additional Disapproved Matter. If Seller notifies a thirty (or is deemed to have notified30) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days day period after its receipt of any Title Disapproval Notice within which to remove the disapproved Additional Title Matters set forth therein from title or obtain from Title Company an unconditional and irrevocable commitment to issue an endorsement to the Title Policy at the Closing affirmatively insuring against such items in a form reasonably acceptable to Xxxxx at no cost or expense to Xxxxx (LIMCO having the right but not the obligation to do so), and the Closing Date shall be extended, at LIMCO’s option, to allow for such thirty (30) day period. In the event LIMCO determines at any time that it is unable or unwilling to remove any one or more of such disapproved Additional Title Matters, LIMCO may give notice (or deemed notice) whether Purchaser elects to Xxxxx to such effect; in such event, Xxxxx may, at its option, terminate this Agreement upon notice to LIMCO but only if given prior to the sooner to occur of the Closing or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected five (or been deemed to have elected5) not to CureBusiness Days after Xxxxx receives LIMCO’s notice. If Purchaser Xxxxx fails to timely deliver give such noticetermination notice by such date, Purchaser Xxxxx shall be deemed to have elected to proceed to Closingwaived its objection to, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3and approved, such additional matter shall become a Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving Obligationsmatters set forth in LIMCO’s notice.

Additional Title Matters. If In the event that any update update(s) of the Title Commitment or Survey shows delivered after the date that Purchaser’s Title Notice is required to be made under Section 5.1 discloses any matters that are not set forth in and first arising after the date of the original Title Commitment or the Survey which adversely affect the marketability of title to the Property for its current use, then no later than five (5) business days after Purchaser’s receipt of the updated Title Commitment or update to the Survey, as applicable, Purchaser shall give written notice (the “Additional Title Notice”) to Seller of any such Title Objection disapproved by Purchaser. If Purchaser does not deliver the Additional Title Notice to Seller within the time-period set forth above, then Purchaser shall be deemed to have waived any objections to such matters disclosed in the updated Title Commitment or update of the Survey, as applicable, and such matters shall be considered Permitted Exceptions. In no event shall Seller intentionally cause any matters to affect title to the Property after the Execution Date without Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Within three (3) business days after receiving the Additional Title Notice pursuant to this section, Seller shall use such efforts and expend such amounts as it may, in its sole judgment, deem appropriate to Cure any such additional matters prior to the Closing. Seller shall not have the obligation, however, to Cure such additional matters. Seller shall will notify Purchaser in writing which matters objected to in the Additional Title Notice, if any, Seller will cure, satisfy or remove and Seller’s failure to so notify Purchaser will be deemed to be Seller’s notice that it will not cure, satisfy or remove any matters raised in the Additional Title Notice objected to by Purchaser. In the event Seller elects to cure less than all of the matters objected to in the Additional Title Notice, then Purchaser shall have the option to: (i) waive such Title Objection(s) identified in the Additional Title Notice and to close the transaction in accordance with the terms of this Agreement with no abatement to the Purchase Price, in which event such Title Objection(s) shall be considered Permitted Exceptions, or (ii) terminate this Agreement by notice to Seller and to receive a complete refund of all the Exxxxxx Money in accordance with the terms hereof, together with all interest accrued thereon (less and except the sum of One Hundred Dollars ($100), which shall be paid to Seller as consideration for entering into this Agreement), in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, except as otherwise expressly provided herein, such option to be exercised within two (2) business days after receipt following the date of notice from Purchaser objecting to any such additional matters (also “Disapproved Matters”) whether Seller’s actual or deemed notification that Seller elects to Cure any such additional Disapproved Matters. If Seller fails cure less than all of the matters properly objected to timely deliver such notice to Purchaser, Seller shall be deemed to have elected not to Cure any such additional Disapproved Matter. If Seller notifies (or is deemed to have notified) Purchaser that Seller has elected not to Cure any additional Disapproved Matter, then Purchaser shall notify Seller within three (3) business days after receipt of such notice (or deemed notice) whether Purchaser elects to terminate this Agreement or to proceed to Closing, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Curein the Additional Title Notice. If Purchaser fails to timely deliver such noticegive a written notice of termination within the time required herein, Purchaser it shall be conclusively deemed to have that Purchaser has elected to proceed to Closingwaive the Title Objection(s) identified in the Additional Title Notice not so corrected or removed, taking title subject to such additional Disapproved Matters that Seller has elected (or been deemed to have elected) not to Cure. If Purchaser elects (or is deemed to have elected) to take title subject to any additional matter under this Section 5.3, such additional matter shall become a and accept them as Permitted Exception and the Purchase Price shall not be reduced. If Purchaser elects to terminate this Agreement under this Section 5.3, then the Deposit shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except for the Surviving ObligationsExceptions.