Common use of Review Period Clause in Contracts

Review Period. Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunder.

Review Period. Purchaser shall have a further period of ten (10) days after receipt of such Updated Seller Parties Disclosure Schedule to review such Updated Seller Parties Disclosure Schedule (or if no such Updated Seller Parties Disclosure Schedule is delivered within the time period specified in paragraph above, then ten (10) days following the expiration of such period) (the “Call Option Review Period”), and shall have the right at its election to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt rescind its exercise of the last Call Option, in its sole discretion, at any time during the Call Option Review Period by notice to the Sellers’ Representative (the “Call Option Rescission Notice”), if it is not satisfied in any manner with its review of such itemsUpdated Seller Parties Disclosure Schedule. In the event any matters appear therein that are unacceptable Purchaser delivers a Call Option Rescission Notice to Purchaser, other than the Permitted Exceptions, Purchaser shall, Sellers’ Representative within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day periodCall Option Review Period, Purchaser shall be deemed to have accepted all exceptions to title referenced in not exercised the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentenceCall Option at such time, and such accepted exceptions the parties’ respective rights and obligations under this Agreement shall be included in continue as though no Purchase Election Notice had been delivered until the term "Permitted Exceptions" as used herein; provided, however, in no event shall any expiration of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereofCall Option Period. In the event that Purchaser objects to any such matters within does not deliver a Call Option Rescission Notice during the thirty (30) day Call Option Review Period, Seller the closing of the Acquisition shall have thirty be consummated on the later of (30x) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the Business Day immediately following expiration of said thirty the Call Option Review Period in accordance with the terms herein and (30y) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part Business Day immediately following the final determination of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice Initial Purchase Price pursuant to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunderSection 1.11.

Review Period. Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty ten (3010) days from the date of Purchaser's after receipt of such Updated Seller Parties Disclosure Schedule to review such Updated Seller Parties Disclosure Schedule (or if no such Updated Seller Parties Disclosure Schedule is delivered within the last of such items. In the event any matters appear therein that are unacceptable to Purchasertime period specified in paragraph above, other than the Permitted Exceptions, Purchaser shall, within said thirty then ten (3010) day period, notify Seller in writing of such fact. Upon days following the expiration of said thirty such period) (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence“Second Put Option Review Period”), and such accepted exceptions shall not be included in obligated to consummate the term "Permitted Exceptions" as used herein; providedAcquisition by notice to the Sellers’ Representative (a “Second Put Option Rescission Notice”), however, in no event shall if (A) any Seller Parties have materially breached any of the items listed on Schedule B-1 representations, warranties or C covenants set forth in this Agreement or the Preferred Stock Purchase Agreement or Purchaser’s rights under the Amended Articles or the Seller Parties are unable to deliver the certificate required under Section 7.1(e) hereof, (B) the Acquired Company has suffered or incurred a Material Adverse Effect, (C) the Acquired Company is subject to (1) an Action or there is an Action Threatened involving a claim that any Product infringes the proprietary rights of a third party, (2) an Action or there is an Action Threatened involving a claim that any Product has resulted in personal injury or death to a human patient or Purchaser in good faith has determined that a Product recall is required to correct a material defect in any Product, or (3) an Action or there is an Action Threatened or an investigation proceeding by any Governmental Body regarding the conduct of the Title Commitment constitute Permitted Exceptions for purposes hereofAcquired Company or involving any Product, or (D) any of the Sellers breach their non-competition obligations under the Founders’ Non-Competition Agreements (as defined in the Preferred Stock Purchase Agreement) or the Investor Non-Competition Agreement (as defined in the Preferred Stock Purchase Agreement). In the event that Purchaser objects delivers a Second Put Option Rescission Notice to any such matters the Sellers’ Representative within the thirty (30) day Second Put Option Review Period, Seller Purchaser shall have thirty (30) days from receipt of such notice within which not be obligated to eliminate or modify any such unacceptable exceptions or itemsconsummate the Acquisition and Purchaser shall be entitled, howeverat its sole option, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or itemsterminate this Agreement in accordance with Section 8 herein. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part none of the "Permitted Exceptions"events described in clause (A),(B),(C), or (bD) terminate this Agreement by written notice to Sellerhave occurred, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company closing of the Acquisition shall be consummated on the later of (x) the Business Day immediately returned following expiration of the Second Put Option Review Period in accordance with the terms herein and (y) the Business Day immediately following the final determination of the Initial Purchase Price pursuant to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunderSection 1.11.

Review Period. Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty ten (3010) days from the date of Purchaser's after receipt of such Updated Seller Parties Disclosure Schedule to review such Updated Seller Parties Disclosure Schedule (or if no such Updated Seller Parties Disclosure Schedule is delivered within the last of such items. In the event any matters appear therein that are unacceptable to Purchasertime period specified in paragraph above, other than the Permitted Exceptions, Purchaser shall, within said thirty then ten (3010) day period, notify Seller in writing of such fact. Upon days following the expiration of said thirty such period) (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence“Put Option Review Period”), and such accepted exceptions shall not be included in obligated to consummate the term "Permitted Exceptions" as used herein; providedAcquisition by notice to the Sellers’ Representative (a “Put Option Rescission Notice”), however, in no event shall if (A) any Seller Parties have materially breached any of the items listed on Schedule B-1 representations, warranties or C covenants set forth in this Agreement or the Preferred Stock Purchase Agreement or Purchaser’s rights under the Amended Articles or the Seller Parties are unable to deliver the certificate required under Section 7.1(e) hereof, (B) the Acquired Company has suffered or incurred a Material Adverse Effect, (C) the Acquired Company is subject to (1) an Action or there is an Action Threatened involving a claim that any Product infringes the proprietary rights of a third party, (2) an Action or there is an Action Threatened involving a claim that any Product has resulted in personal injury or death to a human patient or Purchaser in good faith has determined that a Product recall is required to correct a material defect in any Product, or (3) an Action or there is an Action Threatened or an investigation proceeding by any Governmental Body regarding the conduct of the Title Commitment constitute Permitted Exceptions for purposes hereofAcquired Company or involving any Product, or (D) any of the Sellers breach their non-competition obligations under the Founders’ Non-Competition Agreements (as defined in the Preferred Stock Purchase Agreement) or the Investor Non-Competition Agreement (as defined in the Preferred Stock Purchase Agreement), Notwithstanding the foregoing, in the event Purchaser disputes in good faith that the Base Milestones have not been successfully completed, then Purchaser shall not be obligated to consummate the Acquisition until the Purchaser and Sellers resolve the dispute in accordance with Section 1.11. In the event that Purchaser objects delivers a Put Option Rescission Notice to any such matters the Sellers’ Representative within the thirty (30) day Put Option Review Period, Seller Purchaser shall have thirty (30) days from receipt of such notice within which not be obligated to eliminate or modify any such unacceptable exceptions or itemsconsummate the Acquisition and Purchaser shall be entitled, howeverat its sole option, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or itemsterminate this Agreement in accordance with Section 8 herein. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part none of the "Permitted Exceptions"events described in clause (A),(B),(C), or (bD) terminate this Agreement by written notice to Sellerhave occurred, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company closing of the Acquisition shall be consummated on the later of (x) the Business Day immediately returned following expiration of the Put Option Review Period in accordance with the terms herein and (y) the Business Day immediately following the final determination of the Initial Purchase Price pursuant to PurchaserSection 1.11, provided that in the event that Company delivers a Milestone Completion Notice to Purchaser prior to January 1, 2010, the consummation of the Acquisition shall not occur until after January 1, 2010, at which time the consummation of the Acquisition shall occur at a date and thereafter neither Party time mutually agreeable to Purchaser and the Sellers’ Representative, which date and time shall have any further obligations or liabilities to the other hereunderbe no later than March 31, 2010.

Review Period. Purchaser shall have Exide hereby grants to EDC and CDC during the first ninety (90) days after the Effective Date (the “Review Period”), the right to review title and survey matters relating to the EDC Tract or CDC Tract. Each of EDC and CDC shall have until the expiration of the Review Period to review the Survey, Title Commitment, Exception Documentsand Title Documents and to deliver in writing to Exide such objections as they or either one of them may have to anything contained in them (the “Objection Notice“). Exide may, Survey and Search Reports for a period of thirty (30) days from but is not obligated to, promptly undertake to eliminate or modify all such matters objected to by EDC or CDC to the date of Purchaser's receipt reasonable satisfaction of the last of such items. In the event any matters appear therein that are unacceptable to Purchaserparty so objecting, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser but shall be deemed under no obligation to have accepted all exceptions to title referenced incur any cost in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used hereinso doing; provided, however, Exide agrees to cooperate in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects good faith to any assist EDC and CDC in addressing such matters within the thirty (30) day Review Period, Seller but shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have be under no obligation to eliminate incur any costs in doing so. Any items reflected in the Survey, the Title Commitment, or modify any such unacceptable exceptions or items. In the event Title Documents that Seller is unable or unwilling to eliminate or modify such unacceptable items have not been cured by Exide to the satisfaction of Purchaser on or before both EDC and CDC, other than the expiration of said thirty (30) day periodExisting Liens, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part be Permitted Exceptions. Notwithstanding the foregoing, each of EDC and CDC hereby agrees that zoning ordinances, real estate taxes and assessments, both general and special, not yet due and payable, liens or encumbrances created by the acts of the "Frisco Parties (provided monetary liens placed against the J Parcel by Exide shall not be considered Permitted Exceptions", if permitted by the Frisco Parties), or (b) terminate this Agreement by written notice and any items not objected to Seller, whereupon this Agreement timely shall automatically hereinafter be rendered null deemed to be Permitted Exceptions and void, all moneys which have been delivered by Purchaser EDC and CDC shall not be entitled to Seller object to the status of title or the Title Company Survey on account of such Permitted Exceptions. The EDC Tract Deed shall be immediately returned convey good and indefeasible title in fee simple to Purchaserthe EDC Tract, free and clear of any and all liens, encumbrances, conditions, easements, assessments, claims, right-of-way, encroachments, and thereafter neither Party shall have any further obligations or liabilities restrictions except for the Permitted Exceptions which pertain to the other hereunderEDC Tract. The CDC Tract Deed shall convey good and indefeasible title in fee simple to the CDC Tract, free and clear of any and all liens, encumbrances, conditions, easements, assessments, claims, right-of-way, encroachments, and restrictions except for the Permitted Exceptions which pertain to the CDC Tract.

Review Period. Purchaser The Buyer shall have ten (10) days (the right to review “Review Period”) after the Buyer’s receipt of the later of the Survey, Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty Title Documents to review same and to deliver in writing to the City such objections as the Buyer may have to anything contained therein (30) days from the date of Purchaser's receipt of the last of such items“Objection Notice”). In the event any matters appear therein the Buyer states that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 Survey, Title Commitment, Title Documents, or C any item therein contained, is not satisfactory, the Buyer may either: terminate this Contract and have the Escrow Deposit forthwith returned to the Buyer; or, conditionally accept title subject to the City’s removal of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any matters contained in such matters Objection Notice within the thirty fifteen (30) day Review Period, Seller shall have thirty (3015) days from receipt of the Objection Notice (the “Title Cure Period”), in which case the City may elect, at its sole option, to use commercially reasonably efforts to remove or insure over such notice within which to eliminate or modify any such unacceptable exceptions or itemsobjectionable matters, however, Seller but shall have no duty or obligation to eliminate remove or modify insure over any of such unacceptable exceptions objectionable matters, other than monetary liens and matters listed on Schedule C of the Title Commitment, which the City shall be obligated to pay, cure, or itemsremove by the Closing. In If the event that Seller is unable City cannot remove or unwilling to eliminate or modify insure over such unacceptable items to the satisfaction of Purchaser on or matters before the expiration of said thirty the Title Cure Period, or if the City elects not to remove or insure over any of the Buyer’s objections, then at the Buyer’s election within five (305) day perioddays following the expiration of the Title Cure Period, Purchaser the Buyer may either (a) waive such objections terminate this Contract and accept title have the Escrow Deposit forthwith returned to the Property subject Buyer. Failure by the Buyer to such unacceptable items terminate this Contract on or before five (which items 5) days after the expiration of the Title Cure Period shall then be deemed to constitute part be a waiver of all then uncured title objections. The Buyer hereby agrees that the "lien for current taxes, and any items waived by the Buyer or not objected to timely by the Buyer shall hereinafter be deemed to be Permitted Exceptions"), and the Buyer shall not be entitled to object to the status of title, the Survey, or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or avoid the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have Closing on account of any further obligations or liabilities to the other hereunderPermitted Exceptions.

Review Period. Purchaser Buyer shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of through 6:00 p.m. California Time on the date that is thirty (30) days from after the date of Purchaser's receipt this Contract, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within two (2) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver to Buyer for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the last of such itemsdocuments requested by Buyer as set forth on Exhibit C (the “Document Inventory”) which are in Seller’s possession or readily available at nominal cost to Seller. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser Seller shall, within said thirty upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (30i) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser Xxxxxxx Money Deposit shall be deemed promptly returned by Escrow Agent to have accepted Buyer together with all exceptions accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to title referenced in Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the Title Commitment parties’ obligations pursuant to Sections 3.3 and all matters shown 16.6 below. All Records or items on the Survey except for matters which are Document Inventory to be given to Buyer by Seller will be delivered as an accommodation to Buyer and without any representation or warranty as to the subject accuracy, enforceability, or assignability of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and voidRecords, all moneys of which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunderBuyer relies on at its own risk.

Review Period. Purchaser shall have the right Inspection Period (as hereinafter defined) in which to review the Title CommitmentCommitments, Exception Title Documents, Survey UCC Searches (as hereinafter defined) and Search Reports for a period of thirty Phase I Audits (30as hereinafter defined) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable and to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify deliver to Seller in writing of such factreasonable objections as Purchaser may have to anything contained or set forth in such documents. Upon the expiration of said thirty (30) day period, Each item to which Purchaser does not accept in writing within such period shall not be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of be a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereofException. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt and be entitled to a reasonable period of such notice time within which to eliminate clear such objection(s) and shall cure title or modify any such unacceptable remove said exceptions or items, howeverdefect which may be removed by the payment of money at the expense of Seller of up to (a) $50,000.00 in the aggregate with respect to each property and (b) $500,000.00 as an aggregate for all of the Property. Notwithstanding anything to the contrary, Seller shall have no obligation to eliminate cure title or modify any such unacceptable exceptions or itemsremove said objection(s) which may be removed by the payment of money at an expense to Seller in excess of (a) $50,000.00 with respect to each Property, and (b) $500,000.00 in the aggregate for all of the Property. In the event that If Seller (I) is unable or unwilling to eliminate or modify remove any such unacceptable items objection and fails to cause the satisfaction of Purchaser on or before Title Insurance Company to remove the expiration of said thirty same from Purchaser's title insurance policies (30) day periodcollectively, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted ExceptionsTitle Policies"), or affirmatively insure against the same, or (bII) terminate this Agreement by written notice is unable to Sellerconvey the Property as herein agreed to be conveyed, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by then Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have the option of either (A) waiving such objection(s) and proceeding with the Closing, accepting title subject to such objection(s) without any further obligations abatement or liabilities reduction of the Purchase Price; or (B) excluding each such Property from the transaction contemplated by this Agreement, subject to the other hereunderterms and conditions and with a credit against the Purchase Price for each Property as set forth in Section 6.6 hereof. Without limiting the generality of the foregoing, Seller shall not be obligated to bring any action or proceeding to remove any title objection(s).

Review Period. (a) Purchaser shall have 30 days (the right to review "Review Period") after the receipt of the Title Commitment, Exception Documentslegible copies of all instruments referred to in Schedule B-1 of the Title Commitment, and the Survey and Search Reports for a period to notify Seller, in writing, of thirty any material objections (30) days from the date of as determined in Purchaser's receipt of judgment reasonably exercised) which Purchaser may have to any matter contained in the last of such itemsTitle Commitment or Survey. The items contained in the Title Commitment or Survey to which Purchaser does not object during the Review Period shall be deemed permitted exceptions (the "Permitted Exceptions"). In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, shall notify Seller in writing of such fact. Upon material objections to the Title Commitment or Survey prior to the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) 10 days from after receipt of notification of such notice objections, or such greater period of time as may be mutually acceptable to Purchaser and Seller (the "Cure Period"), within which Seller may (but shall not be required to) cure or remove each such objection, or obtain title insurance against such objectionable condition in a manner acceptable to eliminate Purchaser. (b) If Seller fails either to cure or modify any remove an objection or obtain such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items title insurance with respect to the Property to the reasonable satisfaction of Title Company and Purchaser on or before prior to the expiration of said thirty (30) day periodthe Cure Period, Purchaser may either (a) terminate this Agreement without liability or waive such objections objection and accept the condition of such title and survey to the Property subject as set forth in the Title Commitment and Survey with respect to such unacceptable items (which items the Property, without any reduction in the Purchase Price. Failure of Purchaser to send written notice of the exercise of the election available to it pursuant to the immediately preceding sentence within 10 business days after the expiration of the Cure Period shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered an election by Purchaser to Seller or waive its objections with respect to the Property and to accept the condition of title as set forth in the Title Company shall be immediately returned to Purchaser, Commitment and thereafter neither Party shall have any further obligations or liabilities to Survey without reduction in the other hereunderPurchase Price.

Review Period. Purchaser Optionee shall have a period of fifteen (15) days after Optionee's receipt of the last to be received of the Title Commitment (and the documents referred to therein as conditions or exceptions to title to the Property), Survey and Other Materials in which to review such items and to deliver to Optionor in writing such objections as Optionee may have to anything contained or set forth in such documents; provided, however, Optionee shall have no right to object to the Initial Permitted Exceptions listed on Exhibit "E". The existence of any new exceptions (other than the Initial Permitted Exceptions or any encumbrances created at the request of Optionee) that were created knowingly by Optionor and that will have a material, adverse effect on the Property's marketability or use shall constitute an Optionor default hereunder. Nevertheless, if Optionee elects not to terminate this Agreement as a result of such Optionor default, the Initial Permitted Exceptions plus any items on the Title Commitment, to which Optionee does not so object within the aforesaid fifteen (15) day review period (or to which it timely objects but subsequently waives) shall be deemed to be "Permitted Exceptions". As to items to which Optionee makes an objection, Optionor shall use commercially reasonable efforts to effectuate a cure of such objections, but such efforts shall not require Optionor to expend monies to cure any title objection except to release any liens arising by, through, or under Optionor. In the event Optionor is unable or unwilling to cure any such objections prior to Closing, Optionee shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by upon delivering written notice to SellerOptionor, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company Option Fee shall be immediately returned to PurchaserOptionee and if such failure also constitutes an Optionor default hereunder, and thereafter neither Party Optionee shall have any further obligations or liabilities be entitled to the other hereunderremedies set forth in Section 9.1.

Review Period. Purchaser shall have the right until June 16, 2017 at 5:00 PM Mountain Time (“Review Period”), to review all matters affecting or relating to the Title CommitmentProperty, Exception Documentsother than title and survey matters pursuant to Sections 3.2B and 3.2C above, Survey and Search Reports for a period of thirty (30) days from to otherwise evaluate and analyze the date of Purchaser's receipt feasibility of the last Property for Purchaser’s intended use thereof, at Purchaser’s sole cost and expense. Purchaser may elect in its sole, absolute, and unfettered discretion to (i) purchase the Property by (x) notifying Seller in writing on or before expiration of such items. In the event any matters appear therein that are unacceptable Review Period of its intent to Purchaserpurchase the Property subject and pursuant to the terms of this Agreement (“Closing Notice”), and (y) delivering the Additional Deposit on or before two (2) business days after expiration of the Review Period, at which time the Deposit shall become nonrefundable, except as otherwise expressly provided in this Agreement; or (ii) terminate this Agreement by notifying Seller in writing on or before expiration of the Review Period (“Termination Notice”), in which case this Agreement shall terminate, the Initial Deposit, other than the Permitted ExceptionsNon-Refundable Deposit, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed returned to have accepted all exceptions to title referenced in Purchaser, and the Title Commitment and all matters shown on Company shall immediately release the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used hereinNon-Refundable Deposit to Seller without additional instruction or action by Seller or Purchaser; provided, however, in if Purchaser terminates this Agreement pursuant to the terms hereof prior to the Initial Non-Refundable Date, the entire Initial Deposit shall be returned to Purchaser and Seller shall have no event shall any of the items listed on Schedule B-1 claim thereto or C of the Title Commitment constitute Permitted Exceptions for purposes hereofright therein. In the event that Purchaser objects fails to any such matters within provide to Seller the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate Closing Notice or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser Termination Notice on or before the expiration of said thirty (30) day periodthe Review Period or fails to timely deposit the Additional Deposit, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered terminate, in which case this Agreement shall become null and voidvoid and of no further force and effect except as otherwise provided herein, all moneys which have been delivered by Purchaser to Seller or the Title Company Initial Deposit, other than the Non-Refundable Deposit, shall be immediately returned to Purchaser, and thereafter neither Party the Title Company shall have any further obligations immediately release the Non-Refundable Deposit to Seller without additional instruction or liabilities to the other hereunderaction by Seller or Purchaser.

Review Period. Purchaser shall have Notwithstanding anything to the right to review contrary, during the Title Commitment, Exception Documents, Survey and Search Reports for a 30-day period of thirty following the Initial Advance (30) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period"), Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller Lender shall have no obligation to eliminate make any subsequent advances to the Initial Advance (each, a "Subsequent Advance"). If Lender is required to make a payment pursuant to the NetChemistry Guarantee during the Review Period, such payment shall not constitute a waiver by Lender of the balance of the Review Period, nor obligate Lender to make any further Subsequent Advances. The obligation of Lender to make any additional Subsequent Advances is subject to the fulfillment, to the satisfaction of Lender, of each of the conditions precedent set forth below: (a) Lender shall have completed its business, legal, and collateral due diligence, including a collateral audit and review of Borrower's books and records and verification of Borrower's representations and warranties to Lender, the results of which shall be satisfactory to Lender; (b) Lender shall have satisfactorily completed its legal due diligence with respect to Borrower and Borrower's intellectual property; (c) All other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or modify any such unacceptable exceptions recorded and shall be in form and substance satisfactory to Lender. On or itemsbefore the end of the Review Period, Lender shall send to Borrower a written notice specifying whether Borrower may request Subsequent Advances. In the event that Seller is unable Lender elects not to make any Subsequent Advances, Borrower shall have no right to request or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser receive any Subsequent Advances. If Lender determines on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part end of the "Permitted Exceptions")Review Period that Borrower may request Subsequent Advances, or (b) terminate then the provisions of this Agreement by written notice to SellerAgreement, whereupon this Agreement including SECTION 6.3, shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereundergovern such Subsequent Advances.

Review Period. (a) Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of until thirty (30) days from following the date execution of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable this Agreement to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of any objections Purchaser may have to matters reflected in or concerning the Title Commitment, the Supporting Documents, the Survey, or the UCC Searches (the "Title Objections"). If Purchaser shall so notify Seller of Title Objections, Seller may elect to cure and eliminate such factobjections within five (5) days from the date on which Seller receives Purchaser's Title Objections (for purposes of this sentence, "eliminate" shall not include "insuring around" unless (i) the Title Objection has a quantifiable value of less than $100,000.00, or (ii) Purchaser, in its sole discretion, agrees thereto). Upon If Seller so cures, or within said five-day period unconditionally commits in writing so to cure prior to Closing (the expiration "Committed Title Cure Matters"), Purchaser shall not have the right to terminate this Agreement because of said thirty the cured Title Objections or the Committed Title Cure Matters. If the Committed Title Cure Matters are not cured by Closing, such failure shall be a Seller default hereunder. Any such matters to which Purchaser does not object and any Title Objections which Seller neither cures nor commits to be Committed Title Cure Matters shall be Permitted Exceptions if Purchaser does not terminate this Agreement under Section 5.3(b) below. HOTEL PURCHASE AGREEMENT - Page 10 ------------------------ (30b) Purchaser shall have until forty-five (45) days following the execution of this Agreement (the "Review Period") to notify Seller in writing if Purchaser, in Purchaser's sole discretion, is not satisfied with the results of any matter relating to the Hotel for any reason whatsoever (other than the Franchisor Evaluation and other than the Title Objections which are cured or which have become Committed Title Cure Matters under Section 5.3(a) above) or if the REIT's Board or Directors or lender shall fail to approve this Agreement or the Dependent Contract (below defined). Purchaser may terminate this Agreement by giving written notice of termination to Seller at any time prior to the end of the Review Period. If this Agreement closes, Purchaser shall be responsible for the costs of the improvements required by the Franchisor Evaluation, provided that if the Franchisor Evaluation results in estimated costs of improvements in excess of four percent (4%) of gross revenues from the Hotel for the twelve (12) full calendar month period immediately preceding the date of this Agreement, then Seller may, at Seller's sole election, notify Purchaser in writing, within ten (10) days of Seller's receipt of a copy of the Franchisor Evaluation, that Seller will credit such excess against the Purchase Price at Closing. If Seller fails to elect to credit such excess, Purchaser may terminate this Agreement by giving written notice of termination to Seller at any time prior to the later to occur of the end of the Review Period or ten (10) days following the end of Seller's 10-day notification period, as above provided. If Purchaser terminates this Agreement pursuant to this Section or this Agreement terminates under Section 17.15 below, Seller shall be entitled to retain and, to the extent it has not already done so, Purchaser shall deliver to Seller a copy of all reports and studies of third parties relating to the Hotel resulting from the inspection of the Hotel (or the portions of such reports and studies that are specific to the Hotel) and the originals of all documents delivered to Purchaser pursuant to Section 5.2. The Xxxxxxx Money shall be returned to Purchaser within five (5) days after any such termination, and neither party shall have any further rights or obligations one to the other, except for the indemnification and repair obligation set forth in Section 5.1. If Purchaser does not terminate this Agreement prior to the end of the Review Period as provided herein, Purchaser shall be deemed to have accepted all exceptions waived the right to title referenced in the Title Commitment terminate this Agreement under this Section 5.3 and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part have accepted and approved the condition of the "Hotel subject to the Permitted Exceptions")Exceptions (below defined) and the delivered items, or (b) terminate subject to the remaining terms of this Agreement by written notice Agreement. By Closing, Seller shall, at Seller's expense, cancel any and all management agreements affecting the Hotel and shall pay and cause to Sellerbe released all debts, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaserliens, and thereafter neither Party shall have encumbrances in any further obligations or liabilities to way affecting the Hotel other hereunderthan the Permitted Exceptions and any other matter expressly otherwise agreed in this Agreement.

Review Period. Purchaser The Sellers’ Representative shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of forty-five (45) days after the date the Sellers’ Representative receives the Preliminary Closing Statement from the Buyer to deliver to the Buyer written notice of the Sellers’ Representative’s disagreement with any item contained in the Preliminary Closing Statement, which notice shall set forth in reasonable detail the item or amount with which Sellers’ Representative disagrees, the basis for such disagreement and Sellers’ Representative’s calculation of the Company Adjustment Amount based on such disagreement (the “Notice of Disagreement”), provided that the Notice of Disagreement shall include only objections based on (A) non-compliance with the standards set forth in Section 2.4(b) for the preparation of the Preliminary Closing Statement or disputes as to the actual Company Closing Cash, Company Closing Indebtedness, Company Net Working Capital, Company Transaction Expenses and the Company Specified Addback (and the corresponding Company Adjustment Amount) or (B) mathematical errors in the computation of Company Adjustment Amount or the underlying definitions used in such computation. To the extent an item is not set forth in the Notice of Disagreement, the Sellers shall be deemed to have agreed with the Buyer’s calculation of such item and/or amount contained in the Preliminary Closing Statement and the Parties may not thereafter dispute any such item or amount set forth in the Preliminary Closing Statement. For the avoidance of doubt, the Sellers’ Representative may only submit one Notice of Disagreement to the Buyer. During such forty-five (45) day period following the Sellers’ Representative’s receipt of the Preliminary Closing Statement, the Buyer shall provide to the Sellers’ Representative and its Representatives (including accountants) reasonable access to all relevant books and records and any work papers or other documents relating to the preparation of the Preliminary Closing Statement. If a Notice of Disagreement is received by the Buyer during such forty-five (45) day period, then the Preliminary Closing Statement (as revised in accordance with clause (i) or (ii) below) shall become the Final Closing Statement, and will be binding upon the Parties hereto on the earlier of the date (i) on which the Sellers’ Representative and the Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement, or (ii) all matters in dispute are finally resolved in writing by the Independent Expert in accordance with Section 2.4(d). During the thirty (30) days from following the date of Purchaser's Buyer’s receipt of a Notice of Disagreement, the last of such items. In Buyer and the event any matters appear therein that are unacceptable Sellers’ Representative shall seek in good faith to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller resolve in writing any differences that they have with respect to the matters specified in the Notice of Disagreement, and upon such fact. Upon resolution, the expiration of said thirty (30) day period, Purchaser Final Closing Statement shall be deemed prepared in accordance with the agreement of the Buyer and the Sellers’ Representative. If the Buyer and the Sellers’ Representative are unable to have accepted all exceptions to title referenced resolve the disputed items set forth in the Title Commitment and all matters shown on the Survey except for matters which are the subject Notice of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters Disagreement within the thirty (30) day Review Period, Seller shall have thirty (30) days from following the Buyer’s receipt of such notice within which to eliminate Notice of Disagreement (or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In longer period as the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to Buyer and the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser Sellers’ Representative may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"mutually agree in writing), or (b) terminate this Agreement by written notice to Sellereither party may submit such dispute to, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company such dispute shall be immediately returned to Purchaserresolved by, and thereafter neither Party shall have any further obligations or liabilities to the other hereunderIndependent Expert.

Review Period. After receipt of the last of the Title Commitment and Survey, Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaserreceipt, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, but in no event shall any longer than the Due Diligence Period, to review the state of Seller’s title to the items listed on Schedule B-1 Property (the “Title Review Period”). If the Survey or C of the Title Commitment constitute Permitted Exceptions reflects or discloses any defect, exception or other matter affecting the Property (“Title Defects”) that is unacceptable to Purchaser for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Periodreason whatsoever, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or itemsthen, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day periodthe Title Review Period, Purchaser may either (a) waive such objections and accept title shall provide Seller with written notice of its objections. Any matter which Purchaser does not object to in writing prior to the Property subject to such unacceptable items (which items expiration of the Title Review Period shall then be deemed a “Permitted Exception”. Seller may elect, but shall have no obligation, to constitute part use its reasonable efforts to remove or cure the Title Defects, but shall not be required to incur any costs or to institute litigation in doing so. Seller shall within five (5) days after its receipt of Purchaser’s notice of Title Defects, notify Purchaser of those items which Seller shall cure or cause to be cured at or before Closing (“Seller’s Cure Notice”). If Seller elects not to cure any or all of the "Permitted Exceptions")Title Defects then, or (b) Purchaser, as its sole remedy may terminate this Agreement by giving written termination notice to Seller on or before the fifth (5th) business day following receipt of Seller’s Cure Notice, whereupon such notice to, in any event, be delivered prior to the expiration of the Due Diligence Period. Forthwith, all Xxxxxxx Money (including accrued interest) deposited by Purchaser will be returned to Purchaser within three (3) business days. Notwithstanding anything to the contrary in this Agreement, if Purchaser fails to terminate this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser giving written termination notice to Seller before the first to occur of (i) five (5) business days following receipt of Seller’s Cure Notice, or (ii) the expiration of the Due Diligence Period, then any Title Defects that Seller has not cured and which are shown on the Survey or the Title Company Commitment as such may have been updated (other than items which Seller has agreed in writing to cure or cause to be cured) shall be immediately returned deemed to Purchaserbe waived and accepted by Purchaser and shall be Permitted Exceptions. Notwithstanding anything contained herein to the contrary, the term “Permitted Exceptions” shall not include, and Seller shall discharge or otherwise cause to be satisfied and released: (i) all liens and monetary encumbrances caused by Seller affecting the Property and (ii) all matters reflected on Schedule C of the Title Commitment which are designated in the Title Commitment as being Seller’s responsibility. If Purchaser terminates this Agreement as provided for herein, neither Seller nor Purchaser thereafter neither Party shall have any further obligations right or liabilities to the other hereunderobligation under this Agreement except Surviving Obligations.

Review Period. Purchaser BUYER shall have a period of sixty (60) days from the right Effective Date in which to review legal, financial, and other documents and to conduct any investigation deemed necessary to evaluate the Property at BUYER’s cost and expense (the “Review Period”). During the Review Period, BUYER shall have twenty (20) days following delivery of the Title Commitment, the Exception Documents, Documents and the Survey and Search Reports for a period within which to notify the SELLER of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any objections BUYER may have to any matters appear therein that are unacceptable appearing or referred to Purchaserin the Title Commitment or the Survey. Any title encumbrances, exceptions, or other than matters in the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller Title Commitment or the Survey to which BUYER does not object in writing of such fact. Upon within the expiration of said thirty (30) day period, Purchaser Review Period shall be deemed to have accepted all be permitted exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "(“Permitted Exceptions" as used herein”) to the status of the BUYER’s title; provided, however, in no event notwithstanding the foregoing, any monetary liens placed on the Property by the SELLER and which liens are removable by the payment of money (collectively, “Monetary Liens”) shall any of be automatically deemed title objections by the BUYER. With regard to items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser to which BUYER objects to any such matters within the thirty (30) day Review Period, Seller the SELLER shall have thirty the right, but not the obligation, to use reasonable diligence to remove, discharge, or cure such objections at or prior to Closing. Within fifteen (3015) days from after receipt of BUYER’s objections, SELLER shall notify BUYER in writing whether SELLER will (i) elect not to resolve, discharge, or otherwise cure such notice within which objections, or (ii) elect to eliminate resolve, discharge, or modify any otherwise cure such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or itemsobjections. In If the event SELLER notifies BUYER that Seller SELLER is either unable or unwilling to eliminate or modify cure such unacceptable items to objections, the satisfaction of Purchaser on or before the expiration of said thirty (30) day periodBUYER may, Purchaser may either at its option, and as a remedy, (a) waive such their objections and accept title to purchase the Property subject to such unacceptable items (which items shall then be deemed to constitute part without reduction of the "Permitted Exceptions")Purchase Price, or (b) terminate this Agreement by providing the SELLER with written notice within five (5) days after receipt of notice of the SELLER’s election not to Sellercure such objections. In the event of such termination by BUYER for failure to cure BUYER’s objections pursuant to the terms hereof, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company Xxxxxxx Money shall be immediately returned to PurchaserBUYER without the requirement of a release or waiver from SELLER, and thereafter neither Party shall have any further obligations or liabilities liability under this Agreement except as otherwise provided in this Agreement. Upon the expiration of the Review Period, the Xxxxxxx Money shall be non-refundable to the other hereunderBUYER except as specifically set forth herein.

Review Period. Purchaser During the period commencing on the Effective Date and ------------- ending September 30, 2001 (the "Review Period"), Buyer shall have the right to review ------------- examine, inspect and investigate the Title CommitmentProperty at its sole risk, Exception Documentscost and expense. Buyer's investigations may include, Survey without limitation, the following: (a) Review and Search Reports for a period approval of title to the Property. Buyer shall, within thirty (30) days from after the Effective Date, obtain at Buyer's expense: (i) a title insurance commitment for the Real Property (the "Commitment"), issued by the Title Company, accompanied by copies of all ---------- documents referred to in the Commitment. The Commitment shall evidence the Title Company's agreement to issue an Owner's Policy of Title Insurance (the "Title ----- Policy"), in the full amount of the Purchase Price, insuring fee simple title to ------ the Real Property vested in Buyer, subject only to the following exceptions (the "Permitted Exceptions"): (i) matters shown in Seller's title insurance policy -------------------- (excluding any mortgages, deeds of trust, assignments of leases or other documents securing Seller's financing), (ii) items which would be disclosed by a current survey or inspection of the Property, (iii) other items constituting easements, restrictions or other exceptions for the benefit of the Property and/or adjacent parcels which do not unreasonably interfere with the Property as currently operated, and (iv) any litigation, action, suit, or other proceeding, judicial or administrative, by any person or any governmental authority, against Seller or arising in connection with the Property or any other lien intervening between the effective date of the Commitment and the date of Purchaser's receipt of Closing (the last of "Intervening Claims"), for which Buyer has agreed to waive any title objections. ------------------ Seller shall not be obligated to cure any such itemsIntervening Claims by the Closing Date. In If Seller elects not to cure such claims, then Buyer shall either (i) terminate this Agreement by written notice to Seller and the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser Deposit shall be deemed refunded to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentenceBuyer, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (aii) waive such objections objections, in which event the Closing shall occur and the Buyer shall accept title to the Property subject to such unacceptable items Intervening Claims. (which items shall then be deemed to constitute part ii) an ALTA survey of the Real Property by a licensed surveyor or civil engineer, acceptable to, and certified to, Buyer and in sufficient detail to provide the basis for the Title Policy without boundary, encroachment or survey exceptions (the "Permitted ExceptionsSurvey"). ------ (c) Entry upon the Property to make and perform physical and other non-invasive inspections and investigations of the Property. Buyer shall be permitted to enter the Property at reasonable times during normal business hours from time to time during the Review Period following not less than one (1) business day's prior written notice to conduct its inspections and investigations. Buyer agrees not to unreasonably interfere with the operations of Seller or any tenants of Seller. Buyer agrees to indemnify and hold Seller harmless against any claims for bodily injury, property damage and mechanics' liens, and Seller's attorneys' fees arising out of any actions of Buyer or its agents or representatives on the Property in the course of such activities. If any inspection or test disturbs the Property, Buyer shall restore the Property to substantially the same condition as existed prior to any such inspection or test. At Seller's request, Buyer shall provide Seller with evidence of insurance reasonably acceptable to Seller in an amount not less than $1,000,000 per occurrence, naming Seller as an additional insured, to insure against Buyer's activities under this paragraph. (d) Identify and confirm the availability from all applicable private and governmental authorities of all zoning, platting, site plan, and other applicable approvals, permits, licenses and easements. (e) Review and determine the existence, availability and sufficiency of connections to electricity, gas, telephone, cable, sewer, water, storm drain facilities and all other utilities to service the Property. (f) Review and approval of all management, service, supply, equipment rental and other contracts, leases, and other obligations relating to the operation of the Property (collectively, the "Contracts"). --------- Seller shall, within five (5) business days following the Effective Date, deliver to Buyer copies of Seller's existing title insurance policy, survey, latest property tax bills, environmental reports prepared for Seller, and operating statements and financial statements of the Property for the 24 months preceding this Agreement and year-to-date for the current year, if any, in Seller's possession which relate to the Property, and copies of all Leases. Originals or copies of all Contracts and Reports shall be made available to Buyer at the Property or at Seller's principal place of business, as applicable, upon reasonably prior notice during normal business hours. Except as expressly set forth in Section 6 below, Seller makes no representations or warranties, --------- express or implied, regarding the adequacy, accuracy, truth, completeness, or (b) terminate this Agreement content of any document, instrument, agreement, report, correspondence, or other information, written or oral, concerning the Property delivered or made available to Buyer by Seller or any person acting on Seller's behalf. Prior to September 30, 2001, Buyer shall, by written notice to Seller, whereupon (A) accept or waive any objections to its reviews and inspections, in which event, the parties shall proceed to Closing in accordance with the terms of this Agreement (a "Continuation Notice"), (B) advise Seller in writing of its ------------------- objections, and request that Seller remedy such objections prior to the Closing Date (an "Objection Notice"), or (C) elect to terminate this Agreement (a ---------------- "Termination Notice"). Failure by Buyer to deliver an Objection Notice or a ------------------ Continuation Notice prior to the expiration of the Review Period shall automatically be rendered null considered for all purposes under this Agreement to constitute Buyer's election to accept or waive any objections and voidproceed to Closing, all moneys which have been delivered subject to the provisions of Section 5 hereof. In the event Buyer delivers an Objection Notice, --------- Seller shall, by Purchaser written notice to Buyer within five (5) business days following delivery of the Objection Notice, elect to remedy all, some or none of Buyer's objections described in the Objection Notice ("Seller's Election Notice"). ------------------------ Within five (5) business days following delivery of Seller's Election Notice, Buyer shall deliver to Seller either a Continuation Notice or the Title Company (but only if Seller does not agree to remedy all of Buyer's objections) a Termination Notice; failure to deliver a Termination Notice shall be immediately returned deemed to Purchaserbe Buyer's election to proceed to Closing, and thereafter neither Party subject to Seller's compliance with the elections set forth in the Seller's Election Notice. The Deposit shall have be non-refundable to Buyer following the expiration of the Review Period other than on account of (i) a material default by Seller in the performance of any further of Seller's obligations hereunder or liabilities (ii) the nonsatisfaction of either of the conditions to the other hereunder.Closing set forth in Sections 5(a) or 5(b) below. ------------ ----

Review Period. Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunder.

Review Period. During the period of time following the Effective Date of this Agreement until the date which is the later to occur of (i) thirty (30) days after the Effective Date or (ii) the date by which all of the Commitment, the Title Review Documents, and the Survey have been delivered to Purchaser (the later being herein called the “Termination Date”), Purchaser shall have the right to review the Title Commitment, Exception Documents, Survey Review Materials; to inspect the Property; and Search Reports for to otherwise conduct a period feasibility review and analysis with respect to the Property. Purchaser agrees that it will provide Seller with copies of thirty (30) days from all reports it obtains and studies that relate to the date condition or potential development by Purchaser of Purchaser's the Property promptly upon receipt of such reports and studies by Purchaser. Notwithstanding any provision hereof to the last contrary, should Purchaser determine, in Purchaser’s sole and absolute discretion, that the Property is not satisfactory to Purchaser for any reason, Purchaser may terminate this Agreement by delivering written notice of such itemstermination to Seller on or before the Termination Date. In If Purchaser fails to deliver written notice of termination on or before the event Termination Date, Purchaser’s right of termination under this Section 4.02 will be deemed waived. If Purchaser timely terminates this Agreement pursuant to the terms of this Section 4.02, then the Exxxxxx Money shall be returned to Purchaser except for the sum of $100 which will be delivered to Seller as independent consideration, and thereafter neither party shall have any matters appear therein further rights, remedies, or obligations hereunder except for the Post Termination Obligations which will survive termination. Prior to the Effective Date, Seller and Purchaser entered into that are unacceptable certain Site Access Agreement (the “Site Access Agreement”) dated July 28, 2005 (the “Site Access Date”) providing Purchaser’s early access to Purchaserthe Property pending the negotiation and execution of this Agreement. This Agreement supercedes the terms and provisions of the Site Access Agreement. Without limiting the foregoing provisions of this Section, other than throughout the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing term of such fact. Upon the expiration of said thirty (30) day periodthis Agreement, Purchaser shall be deemed have the right to have accepted all exceptions (i) enter into and upon the Property, inspect the Property and conduct tests of the Property and other related due diligence activities (“Due Diligence Activities”), and (ii) enter into and upon the Property to title referenced engage in certain pre-closing site work subject to and more particularly described in Section 4.05 below. Prior to conducting any Due Diligence Activities on the Property as permitted by this Agreement, Purchaser will (i) provide Seller an insurance certificate in the Title Commitment form attached to the Site Access Agreement as Exhibit “B” thereto reflecting Seller as an additional insured under the insurance policy described in such certificate, and (ii) provide Seller reasonable advance written notice of such activity, including a description of the activity and a time schedule for such activity. Seller reserves the right to be present for the purpose of observing any such Due Diligence Activities which may be conducted by or on behalf of Purchaser. In fulfilling its obligations under subpart (ii) of the prior sentence, Seller will not be required to incur or pay any third party costs or expenses related to preparing or processing the SDP Application. Purchaser, at its sole expense, will pay all matters shown third-party costs associated with preparing and processing the SDP Application including, without limitation, engaging any legal counsel, engineer, land planner, lobbyist or other consultant that Purchaser determines is necessary or advisable to prepare and process the SDP Application. Purchaser agrees to provide Seller copies of all third party studies, reports, surveys, tests and other materials generated in connection with Purchaser’s Due Diligence Activities (excluding attorney work product and attorney-client privileged information and communications) within a reasonable time after such materials are available to Purchaser. Notwithstanding anything in this Agreement or elsewhere to the contrary, all Due Diligence Activities shall be conducted in compliance with all applicable governmental requirements, rules and regulations. Purchaser agrees to indemnify Seller and its principals, partners and affiliates against and hold Seller and its principals, partners and affiliates harmless from, any claim for bodily injury or death or for damage to tangible personal property or for physical damage to the Property in any case sustained by Seller or its principals, partners and affiliates, and for the costs, expenses (including reasonable attorneys’ fees), actually incurred by Seller or its principals, partners and affiliates to the extent such claim, damage, loss or expense arises out of or results from the Due Diligence Activities conducted by or for Purchaser on the Survey except for matters which are Property. Notwithstanding anything to the subject of a notification made under the preceding sentencecontrary in this Agreement, said obligation to indemnify and such accepted exceptions hold harmless Seller and its principals, partners and affiliates shall be included not exceed ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) in the term "Permitted Exceptions" as used hereinaggregate; provided, however, in the event this Agreement terminates and under the other provisions of this Agreement the Exxxxxx Money is paid to Seller, then all obligation of indemnity and hold harmless provided in this paragraph shall be included in and covered by the delivery of the Exxxxxx Money to Seller and shall not be in addition to the Exxxxxx Money. The obligations of indemnity and hold harmless set forth in this paragraph shall survive any termination of this Agreement except a termination of this Agreement in which the Exxxxxx Money is paid to the Seller. In no event shall the indemnification and hold harmless contained in this Agreement extend to or cover any claim or cause of action brought against Seller (whether singularly or together with others) relating to or based upon an Entitlements Challenge or existing environmental conditions or characteristics on or of the items listed on Schedule B-1 Property, loss of profits or C perceived loss of profits; reduction in value, perceived loss of value, or stigma of the Title Commitment constitute Permitted Exceptions for purposes hereofProperty; or inability to sell, lease or finance the Property. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to PurchaserThe indemnification obligations set forth in, and thereafter neither Party shall have any further obligations or liabilities as limited by the provisions of, this paragraph are referred to as the other hereunder“Due Diligence Activities Indemnification.”

Review Period. In the event and to the extent any required ------------- Exhibits or Schedules have not been completed by Seller and attached to this Agreement upon signing, then Seller hereby covenants and agrees to deliver to Purchaser complete copies of any required Exhibits or Schedules not yet attached to this Agreement, on or before the date which is ten (10) business days after the date hereof, which still-to-be attached Exhibits and Schedules, Seller represents and warrants will not contain any information or terms and provisions materially and adversely affecting the business and operations of the Angelika Theatre or the Assets being purchased hereunder not previously disclosed in writing to Purchaser. Notwithstanding the fact that this Agreement is being executed without some or all of the Exhibits or Schedules to be attached hereto having been completed, Seller hereby agrees and acknowledges that this Agreement shall constitute a binding obligation on the part of Seller to sell the Assets, subject to the attachment of a complete set of Exhibits and Schedules in accordance with the representations and warranties set forth in the immediately preceding sentence. On or before the tenth (10th) business day after (i) execution of this Agreement by Seller, (ii) the attachment of all Exhibits and Schedules hereto and (iii) satisfaction or waiver by both the Seller and Purchaser of the Marital Court Order set forth in Article V hereto, but not earlier than July 23, 1996, Purchaser shall have seek to obtain the right approval of its Board of Directors to review this Agreement, including the Title Commitmentcompleted Schedules, Exception Documentsand the transactions contemplated hereby. If Board approval (as evidenced by a notice from Purchaser to Seller of such approval) is not obtained within such period, Survey and Search Reports for provided Seller is not then in default under this Agreement, Seller may at any time thereafter terminate this Agreement by sending a period of thirty five (305) business day written notice to Purchaser, which shall be effective to terminate this Agreement five (5) business days from the date of after Purchaser's receipt of the last Seller's notice, unless Purchaser sends Seller notice of Purchaser's Board approval within such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty five (305) business day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party shall have any further obligations or liabilities to the other hereunder.

Review Period. Purchaser shall have Exide hereby grants to EDC and CDC during the first ninety (90) days after the Effective Date (the “Review Period”), the right to review title and survey matters relating to the EDC Tract or CDC Tract. Each of EDC and CDC shall have until the expiration of the Review Period to review the Survey, Title Commitment, Exception Documentsand Title Documents and to deliver in writing to Exide such objections as they or either one of them may have to anything contained in them (the “Objection Notice“). Exide may, Survey and Search Reports for a period of thirty (30) days from but is not obligated to, promptly undertake to eliminate or modify all such matters objected to by EDC or CDC to the date of Purchaser's receipt reasonable satisfaction of the last of such items. In the event any matters appear therein that are unacceptable to Purchaserparty so objecting, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser but shall be deemed under no obligation to have accepted all exceptions to title referenced incur any cost in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used hereinso doing; provided, however, Exide agrees to cooperate in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects good faith to any assist EDC and CDC in addressing such matters within the thirty (30) day Review Period, Seller but shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have be under no obligation to eliminate incur any costs in doing so. Any items reflected in the Survey, the Title Commitment, or modify any such unacceptable exceptions or items. In the event Title Documents that Seller is unable or unwilling to eliminate or modify such unacceptable items have not been cured by Exide to the satisfaction of Purchaser on or before both EDC and CDC, other than the expiration of said thirty (30) day periodExisting Liens, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part be Permitted Exceptions. Notwithstanding the foregoing, each of EDC and CDC hereby agrees that zoning ordinances, real estate taxes and assessments, both general and special, not yet due and payable, liens or encumbrances created by the acts of the "Frisco Parties (provided monetary liens placed against the J Parcel by Exide shall not be considered Permitted Exceptions", if permitted by the Frisco Parties), or (b) terminate this Agreement by written notice and any items not objected to Seller, whereupon this Agreement timely shall automatically hereinafter be rendered null deemed to be Permitted Exceptions and void, all moneys which have been delivered by Purchaser EDC and CDC shall not be entitled to Seller object to the status of title or the Title Company Survey on account of such Permitted Exceptions. The EDC Tract Deed shall be immediately returned convey good and indefeasible title in fee simple to Purchaserthe EDC Tract, free and clear of any and all liens, encumbrances, conditions, easements, assessments, claims, right-of- way, encroachments, and thereafter neither Party shall have any further obligations or liabilities restrictions except for the Permitted Exceptions which pertain to the other hereunderEDC Tract. The CDC Tract Deed shall convey good and indefeasible title in fee simple to the CDC Tract, free and clear of any and all liens, encumbrances, conditions, easements, assessments, claims, right-of-way, encroachments, and restrictions except for the Permitted Exceptions which pertain to the CDC Tract.

Review Period. Purchaser The Buyer has notified the Seller, in writing, of such objections as Buyer may have to any exception contained in the title commitments or matter shown on the surveys obtained by the Buyer and covering the Owned Real Property and/or the Leased Property. Any exceptions or matters not objected to by the Buyer in writing prior to the date hereof shall be deemed waived by the Buyer and shall be deemed Permitted Encumbrances. The Seller shall have the option to (a) cure, remove, provide for the satisfaction of, or provide for a title company's insurance over any such objections; provided that if all objections made by the Buyer can be satisfied solely by the payment of a sum of less than $25,000, the Seller shall be responsible to effectuate such cure, or (b) in the event that all of the Buyer's objections cannot be satisfied by the payment of less than $25,000 or cannot be reasonably cured within the "Title Cure Period" (defined hereinbelow), the Seller will advise the Buyer in writing on or before the end of the Title Cure Period of such fact or facts, and the Buyer will have the option, to be exercised within five (5) business days after receipt of the Seller's notice, to either waive such objections and proceed to the Closing, whereupon such waived title objections shall also be deemed Permitted Encumbrances, or terminate this Agreement, and neither Party hereto shall have any further obligations one to the other hereunder, except for the indemnities or provisions expressly stated to survive the termination of this Agreement. If the Buyer's objections (which may not include Permitted Encumbrances or Assumed Liabilities) cannot be cured or removed by the Closing Date, the Seller may at its option have the right to adjourn the Closing Date for a period of up to sixty (60) days to attempt to cure or remove such exceptions or defects (the "Title Cure Period"). In the event the Seller, using diligent, good faith efforts, does not cure such matters prior to the Closing or prior to the expiration of the Title Cure Period, if applicable, and such matters materially adversely affect the related property or have a Material Adverse Effect, the Buyer shall have the right to review the Title Commitment, Exception Documents, Survey and Search Reports for a period of thirty (30) days from the date of Purchaser's receipt of the last of such items. In the event any matters appear therein that are unacceptable to Purchaser, other than the Permitted Exceptions, Purchaser shall, within said thirty (30) day period, notify Seller in writing of such fact. Upon the expiration of said thirty (30) day period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment and all matters shown on the Survey except for matters which are the subject of a notification made under the preceding sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein; provided, however, in no event shall any of the items listed on Schedule B-1 or C of the Title Commitment constitute Permitted Exceptions for purposes hereof. In the event that Purchaser objects to any such matters within the thirty (30) day Review Period, Seller shall have thirty (30) days from receipt of such notice within which to eliminate or modify any such unacceptable exceptions or items, however, Seller shall have no obligation to eliminate or modify any such unacceptable exceptions or items. In the event that Seller is unable or unwilling to eliminate or modify such unacceptable items to the satisfaction of Purchaser on or before the expiration of said thirty (30) day period, Purchaser may either (a) waive such objections and accept title to the Property subject to such unacceptable items (which items shall then be deemed to constitute part of the "Permitted Exceptions"), or (b1) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be rendered null and void, all moneys which have been delivered by Purchaser to Seller or the Title Company shall be immediately returned to Purchaser, and thereafter neither Party hereto shall have any further obligations or liabilities one to the other hereunder, except for the indemnities or provisions expressly stated to survive in this Agreement, or (2) waive such title objections and proceed to the Closing, whereupon such waived title objections shall also be deemed Permitted Encumbrances.