Common use of Survey or Title Objections Clause in Contracts

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller the Company and the Interest Owners with written notice of its objection to same. Any contrary provisions same within fifteen (15) Business Days after Buyer’s receipt of Article XV concerning what does or does not constitute delivery notwithstandingboth the Survey and the Title Commitment, Buyer shall provide and Seller must actually receive, any notice together with copies of objections on or before the fifth (5th) day prior to the expiration of the Review Period all exceptions noted therein (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1(g). If Buyer disapproves any condition of title, survey or other matters by written objection to Seller the Company and the Interest Owners on or before the expiration of the Title Review Period, Seller the Company and the Interest Owners shall elect either to attempt to cure cure, at the Interest Owners’ sole cost and expense, or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt by the Company and the Interest Owners of notice from Buyer setting forth title or survey objection. If Seller commits Buyer, and if the Company and the Interest Owners commit in writing to attempt to cure any such item, then Seller the Company and the Interest Owners shall be given until the Closing Date to cure any such defect. In the event Seller the Company and the Interest Owners shall fail to cure a defect which Seller has they have committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract Contract, if the Interest Owners are unable to cure said defect prior to Closing and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Survey or the Title Commitment or which are apparent by physical inspection of the Property and which are not objected to by Buyer as set forth above (other than (x) exceptions and title defects arising after the Title Review Period and other than Period, (y) those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the Company and/or the Interest Owners, as the case may be, provide, at the Interest Owners’ sole cost and expense, the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission, and (z) as provided in Section 9.1(h)) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, mortgages or other documents evidencing liens, or securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens lens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller the Interest Owners, at the Interest Owners’ sole cost and expense, and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before same by no later than thirty (30) days after the fifth (5th) day prior to the expiration of the Review Period Effective Date (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to or at Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. If a lien or other defect in title is caused by the acts or omissions of Buyer, then Buyer’s sole remedy shall be to waive such objection and proceed to Closing, without reduction in the Purchase Price. Except as otherwise expressly provided in this Section 4.3, any uncured objections as of the end of the Review Period shall be deemed Permitted Exceptions, unless Seller unconditionally agrees to cure same prior to Closing. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof arising prior to Closing (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except unless, in the case of the Existing Loan, it is to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary treated differently pursuant to fully pay off such lease or financing over its termSection 4.4.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of during the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five ten (510) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In Regardless of whether Buyer does not object to same, in no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof attributable to a claim arising prior to the Closing Date (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller the Company and the Interest Owners with written notice of its objection to same. Any contrary provisions same within fifteen (15) Business Days after Buyer’s receipt of Article XV concerning what does or does not constitute delivery notwithstandingboth the Survey and the Title Commitment, Buyer shall provide and Seller must actually receive, any notice together with copies of objections on or before the fifth (5th) day prior to the expiration of the Review Period all exceptions noted therein (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1(g). If Buyer disapproves any condition of title, survey or other matters by written objection to Seller the Company and the Interest Owners on or before the expiration of the Title Review Period, Seller the Company and the Interest Owners shall elect either to attempt to cure cure, at the Interest Owners’ sole cost and expense, or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt by the Company and the Interest Owners of notice from Buyer setting forth title or survey objection. If Seller commits Buyer, and if the Company and the Interest Owners commit in writing to attempt to cure any such item, then Seller the Company and the Interest Owners shall be given until the Closing Date to cure any such defect. In the event Seller the Company and the Interest Owners shall fail to cure a defect which Seller has they have committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Survey or the Title Commitment or which are apparent by physical inspection of the Property and which are not objected to by Buyer as set forth above (other than (x) exceptions and title defects arising after the Title Review Period and other than Period, (y) those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the Company and/or the Interest Owners, as the case may be, provide, at the Interest Owners’ sole cost and expense, the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission, and (z) as provided in Section 9.1(h)) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, mortgages or other documents evidencing liens, or securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens lens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller the Interest Owners, at the Interest Owners’ sole cost and expense, and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within twenty (20) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the eeffective date of Buyer’s Title Commitment or Survey, as applicable, but prior to ClosingClosing (and Seller fails to cure such title defect), then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller the Company and the Interest Owners with written notice of its objection to same. Any contrary provisions same within fifteen (15) Business Days after Buyer’s receipt of Article XV concerning what does or does not constitute delivery notwithstandingboth the Survey and the Title Commitment, Buyer shall provide and Seller must actually receive, any notice together with copies of objections on or before the fifth (5th) day prior to the expiration of the Review Period all exceptions noted therein (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller the Company and the Interest Owners on or before the expiration of the Title Review Period, Seller the Company and the Interest Owners shall elect either to attempt to cure cure, at the Interest Owners’ sole cost and expense, or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt by the Company and the Interest Owners of notice from Buyer setting forth title or survey objection. If Seller commits Buyer, and if the Company and the Interest Owners commit in writing to attempt to cure any such item, then Seller the Company and the Interest Owners shall be given until the Closing Date to cure any such defect. In the event Seller the Company and the Interest Owners shall fail to cure a defect which Seller has they have committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Survey or the Title Commitment or which are apparent by physical inspection of the Property and which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the Company and/or the Interest Owners, as the case may be, provide, at the Interest Owners’ sole cost and expense, the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and the deed of trust securing the Assumed Loan, if any, are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liensmortgages or other documents evidencing or securing indebtedness (other than the recorded instruments securing the Assumed Loan, if any), or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens lens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller the Interest Owners, at the Interest Owners’ sole cost and expense, and released at Closing, except to for the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closingdeed of trust securing the Assumed Loan, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termif any.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within twenty (20) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) excluding the Existing Loan), any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) excluding the Existing Loan), any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof including FF&E Leases (other than copiers and vehicles) (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the eeffective date of Buyer’s Title Commitment or Survey, as applicable, but prior to ClosingClosing (and Seller fails to cure such title defect), then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof but excluding the Existing Loan (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day same prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer (the “Cure Notice”) within five two (52) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon (which notice of termination must be given within two (2) days after Purchaser’s receipt of the Cure Notice). If a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer shall be entitled to object to such matters within ten (10) days after the date on which Buyer is notified that such new title defect has arisen and the parties’ rights and obligations with respect to such new title matters shall be governed by the mechanic’s and provisions (including time limits) set forth in this Section 4.3. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases and FF&E Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” “Permitted Exceptions” shall also include any easement or other matter imposed of record by Seller which is necessary for the development of the Land or the construction of the Improvements in accordance with the Plans and Specifications. In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth same within five (5th5) day days prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Earxxxx Xxney Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within ninety (90) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, FF&E Leases, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) business days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. If Seller fails to provide such notice within five (5) business days after receipt of notice from Buyer, Seller shall be deemed to have elected not to attempt to cure any such item. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liensliens (other than the Existing Loan), or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within fifteen (15) Business Days after Buyer’s receipt of Article XV concerning what does or does not constitute delivery notwithstandingboth the Survey and the Title Commitment, Buyer shall provide and Seller must actually receive, any notice together with copies of objections on or before the fifth (5th) day prior to the expiration of the Review Period all exceptions noted therein (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and the deed of trust securing the Assumed Loan, if any, are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to for the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closingdeed of trust securing the Assumed Loan, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termif any.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days Business Days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller fails to notify Buyer of its election within such five (5) Business Day period, Seller shall be deemed to have elected to cure such item. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection (in which event such items shall become “Permitted Exceptions”) and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, liens or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) ), any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof resulting from an act or omission of Seller (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or same before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1(i). If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than (i) exceptions and title defects arising after the Title Review Period and other than Period, (ii) those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omissionomission and (iii) as provided in Section 9.1(j)) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of during the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five ten (510) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In Regardless of whether Buyer does not object to same, in no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (including FF&E or other equipment financing or leases other than the lease of a passenger van which shall be assumed by Buyer) attributable to a claim arising prior to the Closing Date (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days Business Days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller fails to notify Buyer of its election within such five (5) Business Day period, Seller shall be deemed to have elected to cure such item. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection (in which event such items shall become “Permitted Exceptions”) and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, liens or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) ), any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof resulting from an act or omission of Seller (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term. The Ground Lease shall be deemed a Permitted Exception.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within fifteen (15) Business Days after Buyer’s receipt of Article XV concerning what does or does not constitute delivery notwithstandingboth the Survey and the Title Commitment, Buyer shall provide and Seller must actually receive, any notice together with copies of objections on or before the fifth (5th) day prior to the expiration of the Review Period all exceptions noted therein (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1(i). If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than (i) exceptions and title defects arising after the Title Review Period and other than Period, (ii) those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omissionomission and (iii) as provided in Section 9.1(i) and the deed of trust securing the Assumed Loan, if any, are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to for the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closingdeed of trust securing the Assumed Loan, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termif any.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to BuyerBuyer (each such objectionable title or survey matter a “Title Defect”), Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day such Title Defect at any time prior to the expiration of the Review Period (the “Period, together with copies of all exceptions noted in such Title Review Period”)Commitment or on such Survey. If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter Title Defect set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election Title Defect by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such itemTitle Defect, then Seller shall be given until the Closing Date to cure any such defectTitle Defect. In the event Seller shall fail to cure a defect Title Defect which Seller has committed in writing to cure prior to Closing, or if a new title defect Title Defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then such events shall not constitute a default by Seller hereunder; however, in such case Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects Title Defects arising after the Title Review Period or which are not disclosed by the Title Commitment and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering encumbering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or same before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved samesame and each shall become a Permitted Exception (defined below), except as otherwise provided in Section 9.1(i). If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than (i) exceptions and title defects arising after the Title Review Period and other than Period, (ii) those exceptions objected to by Buyer which Seller has elected not to cure; (iii) those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omissionomission and (iv) as provided in Section 9.1(j)) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full or satisfied by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within ninety (90) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller or vehicle, equipment or FF&E liens or other financing(“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except . Notwithstanding anything contained in this Contract to the extent caused by Buyer. If contrary, if a vehicle vehicle, equipment or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) business days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. If Seller fails to provide such notice within five (5) business days after receipt of notice from Buyer, Seller shall be deemed to have elected not to attempt to cure any such item. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, . Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or same before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1 (i). If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, . Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than (i) exceptions and title defects arising after the Title Review Period and other than Period, (ii) those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omissionomission and (iii) as provided in Section 9.1(j)) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. Within twenty (20) days after receipt of both the Boundary Survey and the Title Commitment (including all Exception Documents), Buyer will advise Seller of any preliminary comments or objections to title and survey matters; provided, however, that Seller acknowledges that Buyer will be obtaining the Survey and that Buyer shall have the right to object, and the parties shall have the rights and obligations, provided for in the remainder of this Section 4.3 notwithstanding any preliminary comments and/or objections provided by or on behalf of Buyer to Seller. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within twenty (20) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide both the Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days Business Days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing and such new title defect is not cured by Seller prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon, provided, however, that, with respect to any such uncured defect that (x) is minor, (y) could not reasonably be expected to adversely affect either the operation of the Hotel under the Brand as contemplated by Buyer or Buyer’s ability to finance, refinance or sell the Hotel and (z) is insured over by the Title Company by affirmative title insurance coverage reasonably satisfactory to Buyer (a “Minor Title Defect”), then Buyer agrees to waive its objection to such Minor Title Defect and proceed to closing as provided in clause (i) of this Section 4.3. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens, judgment liens or any claims or potential claims therefor for or with respect to any of the foregoing covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before same within the fifth (5th) day prior to the expiration of the Review Period period (the “Title Review Period”)) expiring on the earlier of: (i) twenty (20) days after receipt of each Title Commitment (including all Exception Documents) and the applicable Survey or (ii) the last day of the Review Period. If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) or which are waived by Buyer under clause (i) above are hereinafter referred to as the “Permitted Exceptions.” In no event Seller hereby agrees that Seller shall Permitted Exceptions include lienssatisfy and discharge at Closing (i) any mortgages, deeds of trust or other voluntary liens (or documents evidencing such voluntary liens, securing any indebtedness ) granted or entered into by Seller or Fee Title Owner or (including vehicle or FF&E leases or financing arrangementsii) any mechanics’ or materialmen’s liens or any other claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each which can be satisfied by payment of which shall be paid liquidated amounts not to exceed $300,000 in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termaggregate.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, . Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or same before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1(i). If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than (i) exceptions and title defects arising after the Title Review Period and other than Period, (ii) those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omissionomission and (iii) as provided in Section 9.1(j)) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day same prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, title or survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title expiration of the Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall either be paid in full by Seller and released at ClosingClosing or bonded against by appropriate statutory bond acceptable to Buyer, except to the extent caused permitted by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termapplicable law.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within twenty (20) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to applicable Survey but in no event later than the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretiondiscretion and as its sole and exclusive remedy: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within twenty (20) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, . Seller shall elect either to attempt to cure or not no cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its their receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then that Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period little review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days Business Days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller fails to notify Buyer of its election within such five (5) Business Day period, Seller shall be deemed to have elected not to cure such item. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection (in which event such items shall become “Permitted Exceptions”) and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) ), any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof resulting from an act or omission of Seller (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except . Subject to the extent caused by Buyer. If following sentence, if a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term. Buyer acknowledges that Seller currently leases a vehicle (the “Van Lease”) to serve the property. Buyer shall have the option to be exercised on or before the expiration of the Review Period to either take possession of the vehicle and assume the Van Lease or notify Seller that Buyer does not wish to take possession of the van in which case Seller shall retain the van and the Van Lease obligation. Buyer acknowledges that the Property is part of a tax incremental financing development, subject to a Redevelopment Agreement with the City of Omaha approved May 3, 2000 (the “TIF”), Buyer and agrees to be bound by and comply with all terms, conditions and covenants of the TIF. The TIF shall be considered a Permitted Exception.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller Sellers with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day same prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, title or survey or other matters by written objection to the Seller of the applicable Hotel on or before the expiration of the Title Review Period, the Seller of such Hotel shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if such Seller commits in writing to attempt to cure any such item, then that Seller shall be given until the Closing Date to cure any such defect. In the event any such Seller shall fail to cure a defect which such Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title expiration of the Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides Sellers provide the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle other than the Assumed Existing Loans) or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall either be paid in full by Seller and released at ClosingClosing or bonded against by appropriate statutory bond acceptable to Buyer, except to the extent caused permitted by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termapplicable law.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within twenty (20) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so timely object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days Business Days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller fails to notify Buyer of its election within such five (5) Business Day period, Seller shall be deemed to have elected to cure such item. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection (in which event such items shall become “Permitted Exceptions”) and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, liens or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) ), any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof resulting from an act or omission of Seller (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term. Buyer acknowledges that Seller currently leases a vehicle (the “Van Lease”) to serve the property. Buyer shall have the option to be exercised on or before the expiration of the Review Period to either take possession of the vehicle and assume the Van Lease or notify Seller that Buyer does not wish to take possession of the van in which case Seller shall retain the van and the Van Lease obligation. Buyer acknowledges that the Property is part of a tax incremental financing development, subject to a Redevelopment Agreement with the City of Omaha approved November 21, 2006 (the “TIF”), Buyer and agrees to be bound by and comply with all terms, conditions and covenants of the TIF. The TIF shall be considered a Permitted Exception.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days Business Days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller fails to notify Buyer of its election within such five (5) Business Day period, Seller shall be deemed to have elected to cure such item. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection (in which event such items shall become “Permitted Exceptions”) and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liensliens (other than the Existing Loan), or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) ), any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof resulting from an act or omission of Seller (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller Sellers with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller Sellers on or before the expiration of the Title Review Period, Seller Sellers shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its their receipt of notice from Buyer. Further, if Sellers, in their commercially reasonable discretion, deem any objection made by Buyer setting forth title not to be commercially reasonable, Sellers may, at their election, by notice specifying the offending objection(s) sent to Buyer within five (5) days after their receipt of notice from Buyer, terminate this Contract in its entirety or survey objectionwith respect to such Hotel(s) (and the Property related thereto) as to which Buyer’s objection(s) relate; provided, however, Buyer shall have the right to nullify Sellers termination by notice to Seller (given within two (2) business days following receipt of Seller’s termination notice) waiving the objection(s) that gave rise to Seller’s termination election . If any Seller commits in writing to attempt to cure any such item, then that Seller shall be given until the Closing Date to cure any such defect. In the event any Seller shall fail to cure a defect which such Seller has committed in writing to cure prior to Closing, any Seller elects not to attempt to cure a defect, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract with respect to such Hotel(s) (and the Property related thereto) as to which the defect(s) relate and receive a return of the Applicable Share of the Xxxxxxx Money DepositDeposit as shown on Exhibit A and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides Sellers provide the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” Buyer shall not object to and the following shall be deemed included in the Permitted Exceptions: any liens for unpaid real estate taxes and water and sewer charges, in all cases not yet due and payable, subject to adjustment as provided in Article XII. In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle other than the Existing Loans) or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter other than Permitted Exceptions which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” Permitted Exceptions shall include, but not be limited to, the lien for real estate taxes levied in 2008. In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within ninety (90) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return full a refund of the Xxxxxxx Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing. Furthermore, except in no event shall Permitted Exceptions include any matters that would render title to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termProperty unmarketable.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include any matters arising after the date of the Title Commitment or Survey, FF&E Leases, liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth same at least ten (5th10) day prior to the expiration business days after Buyer’s receipt of the Review Period Surveys, Title Commitments and Exception Documents for all of the Hotel Properties (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the any Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters with respect to a Hotel Property by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date for such Hotel Property to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to the applicable Closing, or if a new title defect affecting any Hotel Property arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closingthe Closing for such Hotel Property, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to ClosingClosing on the affected Hotel Property, or (ii) to terminate this Contract in its entirety or, at Buyer’s election, as to the affected Hotel Property and receive a return of the Xxxxxxx Money DepositDeposit (if Buyer terminates this Contract in its entirety) or a pro rata amount of the Deposit (i.e., $500,000) for such Hotel Property (if Buyer terminates solely as to the affected Hotel Property), and any interest thereon. The items Items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the date of Buyer’s Title Review Period Commitment or Survey, as applicable, and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the any Hotel Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to Closing on the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termaffected Hotel Property.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of titletitle to the Real Property, survey Survey or other matters by written objection to Seller on or before prior to the expiration date of the Title Review Period, Seller this Agreement shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days sent to Buyer after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits agrees in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event that (a) Seller shall fail or is unable to cure a an exception, defect which Seller has committed in writing or objection raised by Buyer pursuant to cure prior to Closingthis Section 4.3 or (b) one or more exceptions, title or if a new title defect arises survey defects or objections arise or are discovered by Buyer after the date of Buyer’s the Title Commitment or Survey, as applicable, but prior to ClosingClosing (and which are not disclosed on the Title Commitment or Survey) in which case Seller shall have until Closing to cure, and Seller shall fail to cure exceptions, title or survey defects or objections within the time period required following written notice from Buyer, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such exception, defect or objection and proceed to ClosingClosing in accordance with this Contract, or (ii) to terminate this Contract and receive a return of in which case the Xxxxxxx Money DepositDeposit shall be returned to Buyer and neither party shall have further obligations to the other except those that expressly survive pursuant to this Agreement. The (w) items shown on the Title Commitment which are not objected to by Buyer as set forth above on or prior to the date of this Agreement, and (other than exceptions and title defects arising after the Title Review Period and other than those x) standard exceptions which are ordinarily and customarily omitted from coverage contained in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) form title policy “jacket” are hereinafter collectively referred to as the “Permitted Exceptions.” ”. In no event shall Permitted Exceptions include lienstitle exceptions entered into by Seller after the effective date of the Title Commitment or any Seller Liens (hereinafter defined), other than the mortgages being assigned at the request of Buyer. Liens or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (thereof, Environmental Control Board judgments, water bills, fire safety, elevator violations, tax liens or any title exception, and violations or objections capable of being cured solely through the payment of money by Seller are hereinafter collectively called “Seller Liens”), each of which ” and shall be paid in full by Seller and released at Closing, Closing except to the extent caused by Buyerfor any Approved Liens as set forth herein. If a vehicle or FF&E lease or other financing cannot be released at At Closing, Seller shall credit deliver a Release of Mechanics’ Liens in the form provided by the Title Company and an affidavit in the form of Exhibit W in which it sets forth, to Seller’s knowledge, any Lienable Claims. If any Lienable Claim is not released in writing in form satisfactory to Buyer and the Title Company by the Closing, then Seller shall deposit monies equal to 150% (one hundred and fifty percent) of the amount required to satisfy and discharge all such unreleased Lienable Claims, in the aggregate, at Closing with the Title Company pursuant to an escrow agreement (the “Seller Lien Escrow”) in order to omit such Lienable Claims in a manner reasonably acceptable to Buyer and the Title Company such that the Title Company issues the Title Policy and a loan policy without exception for such Lienable Claims at no additional premium (“Approved Lien”). In the event that the Title Company shall not deem the Seller Lien Escrow sufficient to remove any Seller Lien or other Lienable Claim at Closing, then the Title Company shall advise at Closing the sufficient amount necessary needed to fully pay off escrow in the Seller Lien Escrow and Seller shall deposit such lease amount with Escrow Agent at Closing. Seller shall indemnify, defend and hold harmless Buyer from and against any Lienable Claims any other liens that may be filed against the Property due to acts or financing over its termomissions of Seller, and funds from the Seller Lien Escrow shall be made available to reimburse Buyer from any costs, losses, damages or expenses which Buyer suffers on account of Lienable Claims or any other liens that may be filed against the Property due to the acts or omissions of Seller. The immediately preceding sentence shall survive Closing.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or same before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). , If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1(i). If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, . Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then . Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than (i) exceptions and title defects arising after the Title Review Period and other than Period, (ii) those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omissionomission and (iii) are as provided in Section 9.1(i))re hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within fifteen (15) business days after Buyer’s receipt of Article XV concerning what does or does not constitute delivery notwithstandingboth the Survey and the Title Commitment, Buyer shall provide and Seller must actually receive, any notice together with copies of objections on or before the fifth (5th) day prior to the expiration of the Review Period all exceptions noted therein (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, . Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within twenty (20) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, . survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, . Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or which Seller has provided written confirmation of its intention not to cure. or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, . as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, . or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or same before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1(i). If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, . Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than (i) exceptions and title defects arising after the Title Review Period and other than Period, (ii) those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omissionomission and (iii) as provided in Section 9.1(j)) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof including FF&E Leases (other than copiers and vehicles) (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within ten (10) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide both the Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days Business Days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing and such new title defect is not cured by Seller prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Exxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If upon Buyer’s review of Seller’s Title Documents and/or Seller’s Existing Surveys, Buyer discovers any title or survey matter which that is objectionable to Buyernot a Permitted Exception (a “defect”), Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before such defect at least by the fifth (5th) day prior to the expiration end of the Review Period (the “Title Option Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey Seller’s Existing Surveys or Seller’s Title Commitment prior to the expiration of the Title Review PeriodDocuments, it shall be conclusively assumed that Buyer has approved samesuch matter. If Buyer disapproves identifies any condition of title, survey or other matters defect by written objection notice to Seller on or before the expiration of the Title Option Review Period, Seller shall elect either to attempt to cure or not to cure any such item and shall notify Buyer of its election defect, by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such itemdefect, then Seller shall be given until the Closing Date to cure any such defectmatter. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect affecting any Hotel Property arises after the date of the applicable Buyer’s Title Commitment or Survey, as applicableCommitment, but prior to the applicable Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive Buyer’s objection to such objection defect and proceed to ClosingClosing on the affected Hotel Property, or (ii) to terminate this Option Contract and receive a return in its entirety or, at Buyer’s election, as to the affected Hotel Property. For purposes of this Contract, “Permitted Exceptions” shall mean encumbrances of record that do not render title unmarketable, will not materially impede the use of the Xxxxxxx Money Deposit. The items shown applicable Hotel Property for its intended purpose, do not impose material monetary obligations on the Title Commitment which are not objected to by Buyer as set forth above owner of the applicable Hotel Property (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted obligations that Buyer would otherwise expect to incur in the state in which ordinary course of operating the applicable Hotel is locatedHotel) and do not create any material risk of forfeiture; provided, so long as Seller provides the appropriate owner’s affidavithowever, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In that in no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the any Hotel Property or any portion thereof (“Seller Liens”), each of which and all Seller Liens shall be paid in full by Seller and released at Closing, except to Closing on the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termaffected Hotel Property.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within thirty (30) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five ten (510) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel Real Property is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day same prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, title or survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then that Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title expiration of the Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle other than the Assumed Existing Loan) or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall either be paid in full by Seller and released at ClosingClosing or bonded against by appropriate statutory bond acceptable to Buyer, except to the extent caused permitted by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termapplicable law.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within twenty (20) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”)) but no later than the expiration of the Review Period. If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth same within twenty (5th20) day prior to the expiration days after receipt of the Review Period Title Commitment (including all Exception Documents) and the applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) excluding the Existing Loan), any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of titletitle to the Real Property, survey Survey or other matters by written objection to Seller on or before prior to the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five ten (510) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits agrees in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event that (a) Seller shall fail or is unable to cure a an exception, defect which Seller has committed in writing or objection raised by Buyer pursuant to cure prior to Closingthis Section 4.3 or (b) one or more exceptions, title or if a new title defect arises survey defects or objections arise or are discovered by Buyer after the date of Buyer’s the Title Commitment or Survey, as applicable, but prior to ClosingClosing (and which are not disclosed on the Title Commitment or Survey) in which case Seller shall have until Closing to cure, and Seller shall fail to cure exceptions, title or survey defects or objections within the time period required following written notice from Buyer, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such exception, defect or objection and proceed to ClosingClosing in accordance with this Contract, or (ii) to terminate this Contract and receive a return of in which case the Xxxxxxx Money DepositDeposit shall be returned to Buyer and neither party shall have further obligations to the other except those that expressly survive pursuant to this Agreement. The (w) items shown on the Title Commitment which are not objected to by Buyer as set forth above prior to the expiration of the Review Period, (other than exceptions and title defects arising after the Title Review Period and other than those x) standard exceptions which are ordinarily and customarily omitted from coverage contained in the state in which form title policy “jacket” and (y) Candlewood/Hampton Easement for the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) Greenhouse are hereinafter referred to to, collectively, as the “Permitted Exceptions.” ”. In no event shall Permitted Exceptions include lienstitle exceptions entered into by Seller after the effective date of the Title Commitment or any Seller Liens (hereinafter defined), other than the mortgages being assigned at the request of Buyer. Liens or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (thereof, Environmental Control Board judgments, water bills, fire safety, elevator violations, tax liens or any title exception, and violations or objections capable of being cured solely through the payment of money by Seller are hereinafter collectively called “Seller Liens”), each of which ” and shall be paid in full by Seller and released at Closing, Closing except to the extent caused by Buyerfor any Approved Liens as set forth herein. If a vehicle or FF&E lease or other financing cannot be released at At Closing, Seller shall credit deliver a Release of Mechanics’ Liens in the form provided by the Title Company from all mechanics’ liens and an affidavit in the form of Exhibit W in which it sets forth, to Seller’s knowledge, any Lienable Claims. If any Lienable Claim is not released in writing in form satisfactory to Buyer and the Title Company by the Closing, then Seller shall deposit monies equal to 150% (one hundred and fifty percent) of the amount required to satisfy and discharge all such unreleased Lienable Claims, in the aggregate, at Closing with the Title Company pursuant to an escrow agreement (the “Seller Lien Escrow”) in order to omit such Lienable Claims in a manner reasonably acceptable to Buyer and the Title Company such that the Title Company issues the Title Policy and a loan policy without exception for such Lienable Claims at no additional premium (“Approved Lien”). In the event that the Title Company shall not deem the Seller Lien Escrow sufficient to remove any Seller Lien or other Lienable Claim at Closing, then the Title Company shall advise at Closing the sufficient amount necessary needed to fully pay off escrow in the Seller Lien Escrow and Seller shall deposit such lease amount with Escrow Agent at Closing. Seller shall indemnify, defend and hold harmless Buyer from and against any Lienable Claims any other liens that may be filed against the Property due to acts or financing over its termomissions of Seller, and funds from the Seller Lien Escrow shall be made available to reimburse Buyer from any costs, losses, damages or expenses which Buyer suffers on account of Lienable Claims or any other liens that may be filed against the Property due to the acts or omissions of Seller. The immediately preceding sentence shall survive Closing.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days Business Days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s the Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the eeffective date of Buyer’s Title Commitment or Survey, as applicable, but prior to ClosingClosing (and Seller fails to cure such title defect), then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.Permitted

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before same by no later than thirty (30) days after the fifth (5th) day prior to the expiration of the Review Period Effective Date (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to or at Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. If a lien or other defect in title is caused by the acts or omissions of Buyer, then Buyer’s sole remedy shall be to waive such objection and proceed to Closing, without reduction in the Purchase Price. Except as otherwise expressly provided in this Section 4.3, any uncured objections as of the end of the Review Period shall be deemed Permitted Exceptions, unless Seller unconditionally agrees to cure same prior to Closing. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property (including equipment or other personal property leases or other financing) or any portion thereof arising prior to Closing (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within forty-five (45) days after the date of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period this Contract (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) business days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) business days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller Sellers with written notice of its objection to same. Any contrary provisions same within twenty (20) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller Sellers on or before the expiration of the Title Review Period, Seller Sellers shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its their receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if any Seller commits in writing to attempt to cure any such item, then that Seller shall be given until the Closing Date to cure any such defect. In the event any Seller shall fail to cure a defect which such Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract as to such Hotel and receive a return of the Xxxxxxx Money DepositDeposit for such Hotel, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides Sellers provide the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle other than the Assumed Loan) or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller Sellers with written notice of its objection to same. Any contrary provisions same within twenty (20) days after receipt of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide each Title Commitment (including all Exception Documents) and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period applicable Survey (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller Sellers on or before the expiration of the Title Review Period, Seller Sellers shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its their receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if any Seller commits in writing to attempt to cure any such item, then that Seller shall be given until the Closing Date to cure any such defect. In the event any Seller shall fail to cure a defect which such Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides Sellers provide the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle other than the Assumed Loan and any FF&E Leases) or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within fifteen (15) Business Days after Buyer’s receipt of Article XV concerning what does or does not constitute delivery notwithstandingboth the Survey and the Title Commitment, Buyer shall provide and Seller must actually receive, any notice together with copies of objections on or before the fifth (5th) day prior to the expiration of the Review Period all exceptions noted therein (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1(i). If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than (i) exceptions and title defects arising after the Title Review Period and other than Period, (ii) those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omissionomission and (iii) as provided in Section 9.1(j) and the deed of trust securing the Assumed Loan, if any, are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to for the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closingdeed of trust securing the Assumed Loan, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termif any.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of titletitle to the Real Property, survey Survey or other matters by written objection to Seller on or before prior to the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five ten (510) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits agrees in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event that (a) Seller shall fail or is unable to cure a an exception, defect which Seller has committed in writing or objection raised by Buyer pursuant to cure prior to Closingthis Section 4.3 or (b) one or more exceptions, title or if a new title defect arises survey defects or objections arise or are discovered by Buyer after the date of Buyer’s the Title Commitment or Survey, as applicable, but prior to ClosingClosing (and which are not disclosed on the Title Commitment or Survey) in which case Seller shall have until Closing to cure, and Seller shall fail to cure exceptions, title or survey defects or objections within the time period required following written notice from Buyer, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such exception, defect or objection and proceed to ClosingClosing in accordance with this Contract, or (ii) to terminate this Contract and receive a return of in which case the Xxxxxxx Money DepositDeposit shall be returned to Buyer and neither party shall have further obligations to the other except those that expressly survive pursuant to this Agreement. The (w) items shown on the Title Commitment which are not objected to by Buyer as set forth above prior to the expiration of the Review Period, (other than exceptions and title defects arising after the Title Review Period and other than those x) standard exceptions which are ordinarily and customarily omitted from coverage contained in the state in which form title policy “jacket” and (y) Candlewood/Hampton Easement for the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) Greenhouse are hereinafter referred to to, collectively, as the “Permitted Exceptions.” ”. In no event shall Permitted Exceptions include lienstitle exceptions entered into by Seller after the effective date of the Title Commitment or any Seller Liens (hereinafter defined), other than the mortgages being assigned at the request of Buyer. Liens or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (thereof, Environmental Control Board judgments, water bills, fire safety, elevator violations, tax liens or any title exception, and violations or objections capable of being cured solely through the payment of money by Seller are hereinafter collectively called “Seller Liens”), each of which ” and shall be paid in full by Seller and released at Closing, Closing except to the extent caused by Buyerfor any Approved Liens as set forth herein. If a vehicle or FF&E lease or other financing cannot be released at At Closing, Seller shall credit deliver a Release of Mechanics’ Liens in the form provided by the Title Company and an affidavit in the form of Exhibit W in which it sets forth, to Seller’s knowledge, any Lienable Claims. If any Lienable Claim is not released in writing in form satisfactory to Buyer and the Title Company by the Closing, then Seller shall deposit monies equal to 150% (one hundred and fifty percent) of the amount required to satisfy and discharge all such unreleased Lienable Claims, in the aggregate, at Closing with the Title Company pursuant to an escrow agreement (the “Seller Lien Escrow”) in order to omit such Lienable Claims in a manner reasonably acceptable to Buyer and the Title Company such that the Title Company issues the Title Policy and a loan policy without exception for such Lienable Claims at no additional premium (“Approved Lien”). In the event that the Title Company shall not deem the Seller Lien Escrow sufficient to remove any Seller Lien or other Lienable Claim at Closing, then the Title Company shall advise at Closing the sufficient amount necessary needed to fully pay off escrow in the Seller Lien Escrow and Seller shall deposit such lease amount with Escrow Agent at Closing. Seller shall indemnify, defend and hold harmless Buyer from and against any Lienable Claims any other liens that may be filed against the Property due to acts or financing over its termomissions of Seller, and funds from the Seller Lien Escrow shall be made available to reimburse Buyer from any costs, losses, damages or expenses which Buyer suffers on account of Lienable Claims or any other liens that may be filed against the Property due to the acts or omissions of Seller. The immediately preceding sentence shall survive Closing.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide same (including all Exception Documents) and Seller must actually receive, any notice of objections the applicable Survey on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liensliens (except for tax and special assessment liens which are not yet due and payable), or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) indebtedness, any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller, removed to bond or other arrangements satisfactory to the Title Company made by Seller and released in order to cause such Seller Liens to be deleted from Buyer’s Title Commitment at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If Buyer discovers any survey matter relating to the Current Survey or any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions same within ten (10) Business Days after Buyer’s receipt of Article XV concerning what does or does not constitute delivery notwithstandingboth the Current Survey and the Title Commitment, Buyer shall provide and Seller must actually receive, any notice together with copies of objections on or before the fifth (5th) day prior to the expiration of the Review Period all exceptions noted therein (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Current Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed deemed that Buyer has approved same, except as otherwise provided in Section 9.1 (i). If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller’s receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect or survey matter arises after the date of Buyer’s Title Commitment or Current Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to ClosingClosing without any reduction in Purchase Price, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit. If Seller elects not to cure any such item objected to by Buyer, Buyer may elect, by giving Seller written notice of Buyer’s intent within five (5) Business Days after receipt of written notice from Seller specifying which of Buyer’s objections Seller has elected not to cure, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing without any reduction in the Purchase Price, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. If Buyer fails to timely deliver notice of Buyer’s election set forth in the immediately preceding sentence, Buyer shall be deemed to have elected to waive Buyer’s objection to such items. The items shown on the Title Commitment which are not objected to by Buyer as set forth above or those items objected to by Buyer but subsequently waived or deemed to be waived by Buyer (other than (i) exceptions and title defects arising after the Title Review Period and other than Period, (ii) those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omissionomission and (iii) as provided in Section 9.1(j) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

Survey or Title Objections. If With respect to any Hotel, if Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller the Company and the Interest Owners with written notice of its objection to same. Any contrary provisions same within fifteen (15) Business Days after Buyer's receipt of Article XV concerning what does or does not constitute delivery notwithstandingboth the Survey and the Title Commitment, Buyer shall provide and Seller must actually receive, any notice together with copies of objections on or before the fifth (5th) day prior to the expiration of the Review Period all exceptions noted therein (the “Title Review Period”). If Seller has not actually received a written notice of objection With respect to any Hotel, if Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller the Company and the Interest Owners on or before the expiration of the Title Review Period, Seller the Company and the Interest Owners shall elect either to attempt to cure cure, at the Interest Owners’ sole cost and expense, or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt by the Company and the Interest Owners of notice from Buyer setting forth title or survey objection. If Seller commits Buyer, and if the Company and the Interest Owners commit in writing to attempt to cure any such item, then Seller the Company and the Interest Owners shall be given until the Closing Date to cure any such defect. In the event Seller the Company and the Interest Owners shall fail to cure a defect which Seller has they have committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The For each Hotel, the items shown on the Survey or the Title Commitment or which are apparent by physical inspection of the Property and which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the Company and/or the Interest Owners, as the case may be, provide, at the Interest Owners’ sole cost and expense, the appropriate owner’s 's affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and the deed of trust securing the Assumed Loan, if any, are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liensmortgages or other documents evidencing or securing indebtedness (other than the recorded instruments securing the Assumed Loan, if any), or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ ' or materialmen’s 's liens or any claims or potential claims therefor covering the any Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller the Interest Owners, at the Interest Owners’ sole cost and expense, and released at Closing, except to for the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closingdeed of trust securing the Assumed Loan, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termif any.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections same on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full or bonded over by Seller and released at Closing. Buyer may reject the van lease of the van used with the Property, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closingin which case, Seller shall credit Buyer at Closing with retain the amount necessary van subject to fully pay off such lease or financing over its termthe lease.

Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth same at least ten (5th10) day prior to the expiration business days after Buyer's receipt of the Review Period Surveys, Title Commitments and Exception Documents for all of the Hotel Properties (the “"Title Review Period”"). If Seller has not actually received a written notice of objection Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review PeriodCommitment, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice sent to Buyer within five (5) days after its Seller's receipt of notice from Buyer setting forth title or survey objection. If Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect affecting any Hotel Property arises after the date of Buyer’s 's Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s 's sole and absolute discretion: (i) to waive such objection and proceed to ClosingClosing on the affected Hotel Property, or (ii) to terminate this Contract in its entirety or, at Buyer's election, as to the affected Hotel Property and receive a return of the Xxxxxxx Money DepositDeposit (if Buyer terminates this Contract in its entirety) or the pro rata amount of the Deposit allocated to the affected Hotel Property (if Buyer terminates solely as to the affected Hotel Property), and any interest thereon. The items Items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the date of Buyer's Title Review Period Commitment or Survey, as applicable, and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s 's affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “"Permitted Exceptions.” " In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ ' or materialmen’s 's liens or any claims or potential claims therefor covering the any Hotel Property or any portion thereof (“"Seller Liens”"), each of which shall be paid in full by Seller and released at Closing, except to Closing on the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its termaffected Hotel Property.