Common use of Updated Title Commitment or Survey Clause in Contracts

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment or UCC/PPSA searches, as applicable, disclose any Title Exception which is not disclosed in the original Title Commitment or UCC/PPSA searches previously obtained by the Purchaser (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys delivered to the Purchaser discloses any Survey Defect which is not disclosed in a Survey previously delivered to the Purchaser (a “New Survey Defect”), the Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect at or prior to the relevant closing. If Seller fails to remove or cure such New Title Exception or New Survey Defect in its entirety by the relevant closing, then Purchaser shall have the right, in its absolute discretion, to elect, upon written notice to the Seller to either (A) defer the Closing Date for a reasonable period not exceeding sixty (60) days to give the Seller an opportunity, at the Sellers’ sole option and at the Sellers’ sole cost and expense, to either (i) remove any Encumbrance or other title objection which is not a Permitted Encumbrance, or (ii) provide the Title Company and the Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable to the Purchaser against any loss arising from such encumbrances or other title objections, or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect is caused by Seller, the right to xxx for damages. The Seller will not create or permit to exist any New Title Exception or New Survey Defect.

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of to the Title Commitment discloses any liens, encumbrances or UCC/PPSA searches, as applicable, disclose any Title Exception which is other exceptions to title not disclosed in shown on the original Title Commitment or UCC/PPSA searches previously obtained by the Purchaser (a “New Title ExceptionExceptions”) (copies of which have been timely provided to the Sellers), or any update of the Surveys delivered to the Purchaser Survey discloses any encroachments on to or from adjoining properties, encroachments on to easements from Improvements, set back line violations or other survey defects not shown on the Existing Survey Defect which is not disclosed in a (“Survey previously delivered to the Purchaser (a “New Survey DefectDefects”), and (i) such Title Exception or Survey Defect would have, upon Closing, a materially adverse effect on the Business or the ownership of the Real Property, or on the value of the Business or the value or financeability of the Real Property, and (ii) such Title Exception or Survey Defect was not caused or created by any Purchaser Indemnitee or any Person acting on behalf of any Purchaser Indemnitee, then Purchaser shall have the right to request that Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect at or prior to Closing, by providing written notice to Seller not later than the relevant closinglater to occur of (A) five (5) Business Days after receipt of the update or new title commitment or the Survey and (B) the expiration of the Due Diligence Period (the “Title and Survey Objection Notice”). If Purchaser timely provides a Title and Survey Objection Notice to Seller, Seller fails may elect, by providing written notice (the “Title and Survey Election Notice”) to Purchaser within the earlier of: (X) ten (10) Business Days after Seller’s receipt of such Title and Survey Objection Notice, or (Y) three (3) Business Days prior to the Closing Date, (1) to accept such Title Exception or Survey Defect as an additional Unpermitted Exception to be removed or cured at or prior to Closing, or (2) not to remove or cure such New Title Exception or New Survey Defect; provided, however, that if such Title Exception or Survey Defect is a Required Removal Exception (whether or not set forth in its entirety by a Title and Survey Objection Notice), then such Title Exception or Survey Defect shall constitute an “Unpermitted Exception” and Seller shall remove or cure such Title Exception or Survey Defect at or prior to Closing. Except with respect to any Required Removal Exception which Seller shall be required to remove on or prior to Closing, if Seller does not provide a Title and Survey Election Notice to Purchaser within such time period, then Seller shall be deemed to have elected not to remove or cure such Title Exception or Survey Defect as an Unpermitted Exception pursuant to clause (2) of the relevant closingpreceding sentence. If Seller elects or is deemed to have elected not to remove or cure a Title Exception or Survey Defect, then Purchaser shall have the right, in its absolute discretion, right to elect, upon as its sole and exclusive right with respect thereto, by providing written notice to Seller (the Seller to either “Title and Survey Response Notice”) within the earlier of ten (A10) defer Business Days after Purchaser’s receipt of the Title and Survey Election Notice or the Closing Date for a reasonable period not exceeding sixty to (60I) days terminate this Agreement, in which case the Exxxxxx Money shall be refunded to give Purchaser in accordance with Section 3.2.4, and the Seller an opportunityParties shall have no further rights or obligations under this Agreement, at the Sellers’ sole option and at the Sellers’ sole cost and expense, to either (i) remove any Encumbrance or other title objection except those which is not a Permitted Encumbranceexpressly survive such termination, or (iiII) provide the Title Company proceed to Closing pursuant to this Agreement and the Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable accept title to the Purchaser against any loss arising from Real Property subject to such encumbrances or other title objections, or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect is caused by Sellerwhich thereafter shall be deemed to constitute a Permitted Exception, without any credit against the right to xxx Purchase Price for damages. The Seller will not create or permit to exist any New such Title Exception or New Survey Defect. If Purchaser does not provide a Title and Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (II) of the preceding sentence.

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment or UCC/PPSA searches, as applicable, disclose delivered to Purchaser after the expiration of the Due Diligence Period discloses any Title Exception which is not disclosed in the original a Title Commitment or UCC/PPSA searches previously obtained by provided to Purchaser prior to the Purchaser expiration of the Due Diligence Period (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys Existing Survey or the Updated Survey delivered to Purchaser after the Purchaser expiration of the Due Diligence Period discloses any Survey Defect which is not disclosed in a the Existing Survey previously delivered to or the Purchaser Updated Survey (a “New Survey Defect”), and (i) Purchaser otherwise did not have Knowledge of such New Title Exception or New Survey Defect prior to the expiration of the Due Diligence Period, (ii) such New Title Exception or New Survey Defect would have an adverse effect on the ownership of the Property or operation of the Hotel after the Closing, and (iii) such New Title Exception or New Survey Defect was not caused by Purchaser or any Person on behalf of Purchaser, then Purchaser shall have the right to request Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect at or prior to Closing by providing written notice to Seller within the relevant closingearlier of: (A) five (5) Business Days after receiving such update of the Title Commitment or update of the Updated Survey, or (B) the Closing (the “New Title and Survey Objection Notice”). If Purchaser provides a New Title and Survey Objection Notice to Seller, Seller may elect, by providing written notice (the “New Title and Survey Election Notice”) to Purchaser within the earlier of five (5) Business Days after Seller’s receipt of such New Title and Survey Objection Notice or the Closing, (1) to accept such New Title Exception or New Survey Defect as an additional Unpermitted Exception to be removed or cured at or prior to Closing, or (2) not to remove or cure such New Title Exception or New Survey Defect. If Seller fails does not provide a New Title and Survey Election Notice to Purchaser within such time period, then Seller shall be deemed to have elected not to remove or cure such New Title Exception or New Survey Defect in its entirety by as an Unpermitted Exception pursuant to clause (2) of the relevant closingpreceding sentence. If Seller elects or is deemed to have elected not to remove or cure a New Title Exception or New Survey Defect, then Purchaser shall have the right, in its absolute discretion, right to elect, upon by providing written notice (the “New Title and Survey Response Notice”) to Seller within the Seller to either earlier of ten (A10) defer Business Days after Purchaser’s receipt of the New Title and Survey Election Notice or the Closing Date for a reasonable period not exceeding sixty to (60I) days terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to give Purchaser in accordance with Section 3.2.4, and the Seller an opportunityParties shall have no further rights or obligations under this Agreement, at the Sellers’ sole option and at the Sellers’ sole cost and expense, to either (i) remove any Encumbrance or other title objection except those which is not a Permitted Encumbranceexpressly survive such termination, or (iiII) provide the Title Company proceed to Closing pursuant to this Agreement and the Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable accept title to the Purchaser against any loss arising from Real Property subject to such encumbrances or other title objections, or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect is caused by Sellerwhich thereafter shall be deemed to constitute a Permitted Exception, without any credit against the right to xxx Purchase Price for damages. The Seller will not create or permit to exist any such New Title Exception or New Survey Defect. If Purchaser does not provide a New Title and Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (II) of the preceding sentence.

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment or UCC/PPSA searches, as applicable, disclose delivered to Purchaser after the Effective Date discloses any Title Exception which is not disclosed in the original Title Commitment or UCC/PPSA searches previously obtained by the provided to Purchaser (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys Survey delivered to Purchaser after the Purchaser Effective Date discloses any Survey Defect which is not disclosed in a the Survey previously delivered to the Purchaser (a “New Survey Defect”), and (i) Purchaser otherwise did not have Knowledge of such New Title Exception or New Survey Defect prior to the Effective Date, (ii) such New Title Exception or New Survey Defect would have a materially adverse effect on the ownership of the Property or operation of any Hotel after the Closing, and (iii) such New Title Exception or New Survey Defect was not caused by Purchaser or any Person on behalf of Purchaser, then Purchaser shall have the right to request Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect at or prior to Closing by providing written notice to Seller within the relevant closingearlier of: (A) five (5) Business Days after receiving such update of the applicable Title Commitment or Survey, or (B) the Closing (the “New Title and Survey Objection Notice”). If Purchaser provides a New Title and Survey Objection Notice to Seller, Seller may elect, by providing written notice (the “New Title and Survey Election Notice”) to Purchaser within the earlier of five (5) Business Days after Seller’s receipt of such New Title and Survey Objection Notice or the Closing, (1) to accept such New Title Exception or New Survey Defect as an additional Unpermitted Exception to be removed or cured at or prior to Closing, or (2) not to remove or cure such New Title Exception or New Survey Defect; provided, however, if such New Title Exception or New Survey Defect qualifies as a Mandatory Unpermitted Exception, then such New Title Exception or New Survey Defect shall constitute an Unpermitted Exception and shall be removed or insured over in accordance with Section V.C.4. If Seller fails does not provide a New Title and Survey Election Notice to Purchaser within such time period, then Seller (except with respect to Mandatory Unpermitted Exceptions) shall be deemed to have elected not to remove or cure such New Title Exception or New Survey Defect in its entirety by as an Unpermitted Exception pursuant to clause (2) of the relevant closingpreceding sentence. If Seller elects or is deemed to have elected not to remove or cure a New Title Exception or New Survey Defect, then Purchaser shall have the right, in its absolute discretion, right to elect, upon by providing written notice (the “New Title and Survey Response Notice”) to Seller within the Seller to either earlier of ten (A10) defer Business Days after Purchaser’s receipt of the Closing Date for a reasonable period not exceeding sixty (60) days to give New Title and Survey Election Notice or the Seller an opportunity, at the Sellers’ sole option and at the Sellers’ sole cost and expenseClosing, to either (iI) remove any Encumbrance terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to Purchaser in accordance with Section III.B.4 and the Parties shall have no further rights or other title objection obligations under this Agreement, except those which is not a Permitted Encumbranceexpressly survive such termination, or (iiII) provide the Title Company proceed to Closing pursuant to this Agreement and the Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable accept title to the Purchaser against any loss arising from Real Property subject to such encumbrances or other title objections, or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect is caused by Sellerwhich thereafter shall be deemed to constitute a Permitted Exception, without any credit against the right to xxx Purchase Price for damages. The Seller will not create or permit to exist any such New Title Exception or New Survey Defect. If Purchaser does not provide a New Title and Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (II) of the preceding sentence.

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment or UCC/PPSA searches, as applicable, disclose delivered to Purchaser after the date of this Agreement discloses any Title Exception which is not disclosed in the original Title Commitment or UCC/PPSA searches previously obtained by the Purchaser is not otherwise a Permitted Exception described in Sections 5.3(b)(ii), (iii) or (iv) (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys Survey delivered to Purchaser after the Purchaser date of this Agreement discloses any Survey Defect which is not disclosed in a the Survey previously delivered to the Purchaser (a “New Survey Defect”), and (i) such New Title Exception or New Survey Defect would have, upon Closing, a materially adverse effect on the Business or the ownership of the Real Property, or on the value of the Business or Real Property, and (ii) such New Title Exception or New Survey Defect was not caused or created by any Purchaser Indemnitee or any Person on behalf of any Purchaser Indemnitee, then Purchaser shall have the right to request Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect at or prior to Closing by providing written notice to Seller within the relevant closingearlier of: (A) five (5) Business Days after receiving the last of such update of the Title Commitment or Survey or, to the extent the same are of record or are otherwise reasonably available, copies of the underlying documents evidencing any such New Title Exception or New Survey Defect, or (B) the Closing Date (the “New Title and Survey Objection Notice”). If Purchaser timely provides a New Title and Survey Objection Notice to Seller, Seller fails may elect, by providing written notice (the “New Title and Survey Election Notice”) to Purchaser within the earlier of: (X) ten (10) Business Days after Seller’s receipt of such New Title and Survey Objection Notice, or (Y) the Closing Date, (1) to accept such New Title Exception or New Survey Defect as an additional Unpermitted Exception to be removed or cured at or prior to Closing, or (2) not to remove or cure such New Title Exception or New Survey Defect; provided, however, that if such New Title Exception or New Survey Defect is a Required Removal Exception, then such New Title Exception or New Survey Defect shall constitute an “Unpermitted Exception” and Seller shall remove or cure such New Title Exception or New Survey Defect at or prior to Closing. Except with respect to any Required Removal Exception which Seller shall be required to remove on or prior to Closing, if Seller does not provide a New Title and Survey Election Notice to Purchaser within such time period, then Seller shall be deemed to have elected not to remove or cure such New Title Exception or New Survey Defect in its entirety by as an Unpermitted Exception pursuant to clause (2) of the relevant closingpreceding sentence. If Seller elects or is deemed to have elected not to remove or cure a New Title Exception or New Survey Defect, then Purchaser shall have the right, in its absolute discretion, right to elect, upon as its sole and exclusive right with respect thereto, by providing written notice (the “New Title and Survey Response Notice”) to Seller within the Seller to either earlier of ten (A10) defer Business Days after Purchaser’s receipt of the New Title and Survey Election Notice or the Closing Date for a reasonable period not exceeding sixty to (60I) days terminate this Agreement, in which case the Exxxxxx Money shall be refunded to give Purchaser in accordance with Section 3.2(d), and the Seller an opportunityParties shall have no further rights or obligations under this Agreement, at the Sellers’ sole option and at the Sellers’ sole cost and expense, to either (i) remove any Encumbrance or other title objection except those which is not a Permitted Encumbranceexpressly survive such termination, or (iiII) provide the Title Company proceed to Closing pursuant to this Agreement and the Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable accept title to the Purchaser against any loss arising from Real Property subject to such encumbrances or other title objections, or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect is caused by Sellerwhich thereafter shall be deemed to constitute a Permitted Exception, without any credit against the right to xxx Purchase Price for damages. The Seller will not create or permit to exist any such New Title Exception or New Survey Defect. If Purchaser does not provide a New Title and Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (II) of the preceding sentence.

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment or UCC/PPSA searches, as applicable, disclose delivered to Purchaser after the Effective Date discloses any Title Exception which is not disclosed in the original a Title Commitment or UCC/PPSA searches previously obtained by provided to Purchaser prior to the Purchaser Effective Date (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys Survey delivered to Purchaser after the Purchaser Effective Date discloses any defects on the Survey Defect (each, a “Survey Defect”) which is not disclosed in a Survey previously delivered to Purchaser prior to the Purchaser Effective Date (a “New Survey Defect”), and (i) Purchaser otherwise did not have Knowledge of such New Title Exception or New Survey Defect prior to the Effective Date and (ii) such New Title Exception or New Survey Defect was not caused by Purchaser or any Person on behalf of Purchaser, then Purchaser shall have the right to request Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect at or prior to Closing by providing written notice to Seller within the relevant closingearlier of: (A) five (5) days after receiving such update of the Title Commitment or Survey, or (B) the Closing (the “New Title and Survey Objection Notice”). If Purchaser provides a New Title and Survey Objection Notice to Seller, Seller fails may elect, by providing written notice (the “New Title and Survey Election Notice”) to Purchaser within the earlier of five (5) days after Seller’s receipt of such New Title and Survey Objection Notice or the Closing, (1) to remove or cause the Title Company to insure against such New Title Exception or New Survey Defect, or (2) not to remove or cure such New Title Exception or New Survey Defect (other than any Unpermitted Exceptions, which Seller shall be obligated to cure as set forth in its entirety by the relevant closingSection 5.3.1 hereof). If Seller does not provide a New Title and Survey Election Notice to Purchaser within such time period, then Purchaser Seller shall be deemed to have the right, in its absolute discretion, elected not to elect, upon written notice to the Seller to either (A) defer the Closing Date for a reasonable period not exceeding sixty (60) days to give the Seller an opportunity, at the Sellers’ sole option and at the Sellers’ sole cost and expense, to either (i) remove any Encumbrance or other title objection which is not a Permitted Encumbrance, or (ii) provide the Title Company and the Purchaser cure such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable to the Purchaser against any loss arising from such encumbrances or other title objections, or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect pursuant to clause (2) of the preceding sentence. If Seller elects or is caused by Seller, the right deemed to xxx for damages. The Seller will have elected not create to remove or permit to exist any cure a New Title Exception or New Survey Defect, then Purchaser shall have the right to elect, by providing written notice (the “New Title and Survey Response Notice”) to Seller within the earlier of five (5) days after Purchaser’s receipt of the New Title and Survey Election Notice or the Closing to (I) terminate this Agreement, in which case the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (II) proceed to Closing pursuant to this Agreement and accept title to the Real Property subject to such New Title Exception or New Survey Defect which thereafter shall be deemed to constitute a Permitted Exception, without any credit against the Purchase Price for such New Title Exception or New Survey Defect. If Purchaser does not provide a New Title and Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (II) of the preceding sentence.

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment or UCC/PPSA searches, as applicable, disclose delivered to Purchaser after the expiration of the Due Diligence Period discloses any Title Exception which is not disclosed in the original a Title Commitment or UCC/PPSA searches previously obtained by provided to Purchaser prior to the Purchaser expiration of the Due Diligence Period (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys Existing Survey (or any Updated Survey if Purchaser obtains one prior to the expiration of the Due Diligence Period) delivered to Purchaser after the Purchaser expiration of the Due Diligence Period discloses any Survey Defect which is not disclosed in a the Existing Survey previously delivered and which would not have been disclosed by an accurate Updated Survey if one would have been obtained prior to the Purchaser expiration of the Due Diligence Period (a “New Survey Defect”), and (i) Purchaser otherwise did not have Knowledge of such New Title Exception or New Survey Defect prior to the expiration of the Due Diligence Period, (ii) such New Title Exception or New Survey Defect would have an adverse effect on the ownership of the Property or operation of the Hotel after the Closing, and (iii) such New Title Exception or New Survey Defect was not caused by Purchaser or any Person on behalf of Purchaser, then Purchaser shall have the right to request Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect at or prior to the relevant closing. If Seller fails to remove or cure such New Title Exception or New Survey Defect in its entirety Closing by the relevant closing, then Purchaser shall have the right, in its absolute discretion, to elect, upon providing written notice to Seller within the Seller to either earlier of: (A) defer the Closing Date for a reasonable period not exceeding sixty five (605) days to give the Seller an opportunity, at the Sellers’ sole option and at the Sellers’ sole cost and expense, to either (i) remove any Encumbrance or other title objection which is not a Permitted Encumbrance, or (ii) provide Business Days after receiving such update of the Title Company and Commitment or the Existing Survey (or Updated Survey if Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable obtains one prior to the Purchaser against any loss arising from such encumbrances or other title objectionsexpiration of the Due Diligence Period), or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect is caused by Seller, the right to xxx for damages. The Seller will not create or permit to exist any New Title Exception or New Survey Defect.or

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment or UCC/PPSA searches, as applicable, disclose delivered to Purchaser after the expiration of the Due Diligence Period discloses any Title Exception which is not disclosed in the original a Title Commitment or UCC/PPSA searches previously obtained by provided to Purchaser prior to the Purchaser expiration of the Due Diligence Period (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys Survey delivered to Purchaser after the Purchaser expiration of the Due Diligence Period discloses any Survey Defect which is not disclosed in a Survey previously delivered to Purchaser prior to the Purchaser expiration of the Due Diligence Period (a “New Survey Defect”), and (i) Purchaser otherwise did not have Knowledge of such New Title Exception or New Survey Defect prior to the expiration of the Due Diligence Period, (ii) such New Title Exception or New Survey Defect would have an adverse effect on the ownership of the Property or operation of the Hotel after the Closing, and (iii) such New Title Exception or New Survey Defect was not caused by Purchaser or any Person on behalf of Purchaser, then Purchaser shall have the right to request Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect at or prior to Closing by providing written notice to Seller within the relevant closingearlier of: (A) five (5) Business Days after receiving such update of the Title Commitment or Survey, or (B) the Closing (the “New Title and Survey Objection Notice”). If Purchaser provides a New Title and Survey Objection Notice to Seller, Seller may elect, by providing written notice (the “New Title and Survey Election Notice”) to Purchaser within the earlier of five (5) Business Days after Seller’s receipt of such New Title and Survey Objection Notice or the Closing, (1) to accept such New Title Exception or New Survey Defect as an additional Unpermitted Exception to be removed or cured at or prior to Closing, or (2) not to remove or cure such New Title Exception or New Survey Defect. If Seller fails does not provide a New Title and Survey Election Notice to Purchaser within such time period, then Seller shall be deemed to have elected not to remove or cure such New Title Exception or New Survey Defect in its entirety by as an Unpermitted Exception pursuant to clause (2) of the relevant closingpreceding sentence. If Seller elects or is deemed to have elected not to remove or cure a New Title Exception or New Survey Defect, then Purchaser shall have the right, in its absolute discretion, right to elect, upon by providing written notice (the “New Title and Survey Response Notice”) to Seller within the Seller to either earlier of ten (A10) defer Business Days after Purchaser’s receipt of the New Title and Survey Election Notice or the Closing Date for a reasonable period not exceeding sixty to (60I) days terminate this Agreement, in which case the Xxxxxxx Money Deposit shall be refunded to give Purchaser in accordance with Section 3.2.4, and the Seller an opportunityParties shall have no further rights or obligations under this Agreement, at the Sellers’ sole option and at the Sellers’ sole cost and expense, to either (i) remove any Encumbrance or other title objection except those which is not a Permitted Encumbranceexpressly survive such termination, or (iiII) provide the Title Company proceed to Closing pursuant to this Agreement and the Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable accept title to the Purchaser against any loss arising from Real Property subject to such encumbrances or other title objections, or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect is caused by Sellerwhich thereafter shall be deemed to constitute a Permitted Exception, without any credit against the right to xxx Purchase Price for damages. The Seller will not create or permit to exist any such New Title Exception or New Survey Defect. If Purchaser does not provide a New Title and Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (II) of the preceding sentence.

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment or UCC/PPSA searches, as applicable, disclose delivered to Purchaser after the Effective Date discloses any Title Exception which is not disclosed in the original Title Commitment or UCC/PPSA searches previously obtained by the Purchaser (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys delivered to the Updated Survey obtained by Purchaser discloses any Survey Defect which is would not have been disclosed in a by an accurate Updated Survey previously delivered if one would have been obtained prior to the Purchaser Effective Date (a “New Survey Defect”), and (i) Purchaser otherwise did not have Knowledge of such New Title Exception or New Survey Defect prior to the Effective Date, (ii) such New Title Exception or New Survey Defect would have a materially adverse effect on the ownership of the Property or operation of the Hotel after the Closing, and (iii) such New Title Exception or New Survey Defect was not caused by Purchaser or any Person on behalf of Purchaser, then Purchaser shall have the right to request Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect at or prior to Closing by providing written notice to Seller within the relevant closingearlier of: (A) five (5) Business Days after receiving such update of the Title Commitment or the Updated Survey if Purchaser obtains one prior to Closing, or (B) the Closing (the “New Title and Survey Objection Notice”). If Purchaser provides a New Title and Survey Objection Notice to Seller, Seller may elect, by providing written notice (the “New Title and Survey Election Notice”) to Purchaser within the earlier of five (5) Business Days after Seller’s receipt of such New Title and Survey Objection Notice or the Closing, (1) to accept such New Title Exception or New Survey Defect as an additional Unpermitted Exception to be removed or cured at or prior to Closing, or (2) to not to remove or cure such New Title Exception or New Survey Defect. If Seller fails does not provide a New Title and Survey Election Notice to Purchaser within such time period, then Seller shall be deemed to have elected not to remove or cure such New Title Exception or New Survey Defect in its entirety by as an Unpermitted Exception pursuant to clause (2) of the relevant closingpreceding sentence. If Seller elects or is deemed to have elected not to remove or cure a New Title Exception or New Survey Defect, then Purchaser shall have the right, in its absolute discretion, right to elect, upon by providing written notice (the “New Title and Survey Response Notice”) to Seller within the Seller to either earlier of ten (A10) defer Business Days after Purchaser’s receipt of the New Title and Survey Election Notice or the Closing Date for a reasonable period not exceeding sixty to (60I) days terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to give Purchaser in accordance with Section 3.2.4, and the Seller an opportunityParties shall have no further rights or obligations under this Agreement, at the Sellers’ sole option and at the Sellers’ sole cost and expense, to either (i) remove any Encumbrance or other title objection except those which is not a Permitted Encumbranceexpressly survive such termination, or (iiII) provide the Title Company proceed to Closing pursuant to this Agreement and the Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable accept title to the Purchaser against any loss arising from Real Property subject to such encumbrances or other title objections, or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect is caused by Sellerwhich thereafter shall be deemed to constitute a Permitted Exception, without any credit against the right to xxx Purchase Price for damages. The Seller will not create or permit to exist any such New Title Exception or New Survey Defect. If Purchaser does not provide a 27 New Title and Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (II) of the preceding sentence.

Updated Title Commitment or Survey. If In the event that, prior to either the Skylift Closing or the Closing, Purchaser receives written notice from Seller, Escrow Agent, and/or the Title Company of any update new title exceptions, which new title exceptions were not otherwise set forth or referred to in the applicable Title Commitment and/or Survey (“New Title Exceptions”), all such New Title Exceptions, with the exception of any new monetary encumbrances (i.e. liens and mortgages), shall be deemed to constitute Permitted Encumbrances for purposes of this Agreement, unless Purchaser gives Seller written notice of Purchaser’s disapproval of such New Title Exceptions within five (5) Calendar Days (but in no event later than the Closing Date) after the date of Purchaser’s receipt of written notice of the existence of such New Title Commitment Exceptions (“New Title Objections Notice”). The New Title Objections Notice shall list each item of dissatisfaction or UCC/PPSA searchesobjection in particular (each, as applicable, disclose any Title Exception which is not disclosed in the original Title Commitment or UCC/PPSA searches previously obtained by the Purchaser (a “New Title ExceptionObjection”) (copies of which have been timely provided ). Seller shall not be required to the Sellers), or cause any update of the Surveys delivered New Title Objections to be cured on or before the Purchaser discloses any Survey Defect Closing, except for new monetary encumbrances, which is not disclosed in a Survey previously delivered to the Purchaser (a “New Survey Defect”), the Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect at or prior to Closing. Notwithstanding the relevant closingforegoing, in the event Purchaser timely delivers to Seller a New Title Objections Notice, within five (5) Calendar Days (but in no event later than the Closing Date) after Seller’s receipt of Purchaser’s New Title Objections Notice, Seller shall have the right, but not the obligation, to elect to endeavor to cure one or more of the New Title Objections as set forth in Purchaser’s New Title Objections Notice by delivering to Purchaser written notice (the “New Cure Notice”) specifying Seller’s election to endeavor to cure or not endeavor to cure one or more of the New Title Objections within five (5) Calendar Days (but in no event later than the Closing Date) following Seller’s receipt of Purchaser’s New Title Objections Notice (“New Cure Election Period”). If Seller fails to remove or timely deliver a New Cure Notice to Purchaser, then Seller shall be deemed to have elected not to endeavor to cure such any of the New Title Exception Objections. In the event (i) Purchaser timely delivers to Seller a New Title Objections Notice, and (ii) Seller elects (or is deemed to have elected) not to endeavor to cure one or more of the New Survey Defect in its entirety by the relevant closingTitle Objections, then within three (3) Calendar Days following the New Cure Election Period (but in no event later than the Closing), Purchaser shall have the right, in its absolute discretion, to elect, upon written notice to the Seller to either may elect either: (A) defer to continue this Agreement in effect without modification and purchase and acquire the Closing Date for a reasonable period Company Shares in accordance with the terms and conditions of this Agreement (in which case the New Title Objections which Seller has elected (or is deemed to have elected) not exceeding sixty (60) days to give the Seller an opportunity, at the Sellers’ sole option and at the Sellers’ sole cost and expense, endeavor to either (i) remove any Encumbrance or other title objection which is not a cure shall be deemed to constitute Permitted Encumbrance, or (ii) provide the Title Company and the Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable to the Purchaser against any loss arising from such encumbrances or other title objections, Encumbrances); or (B) to do neither (i) nor (ii) of clause (A) aboveterminate this Agreement and the Escrow, in which event the case Purchaser shall have be entitled to receive a full refund of the option available to it Deposit, provided Buyer has satisfied its obligations set forth in Section 4.2.36.1.1(ii) hereof. Any Escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Purchaser and Seller. The Seller shall not create any New Title Exceptions. Following the timely receipt of a New Title Objection Notice from Purchaser, if Seller timely delivers a New Cure Notice to Purchaser, Seller shall have sixty (60) Calendar Days (“Cure Deadline”) to endeavor to cure the applicable New Title Objection, in which case the Closing shall be automatically extended to provide Seller with such sixty (60) Calendar Day cure period. In addition if the event Seller elects to endeavor to cure one or more of the New Title Exception Objections, a New Title Objection shall be deemed to have been cured if: (I) Seller causes such item to be removed from record title to the Real Property prior to the Closing; (II) if Seller causes Title Insurer to issue the Title Policy without reflecting such item as an exception thereon; or New Survey Defect is caused (III) Seller otherwise cures Purchaser’s objection as reasonably determined by Seller, Purchaser. In the right event Seller fails to xxx for damages. The Seller will not create or permit to exist timely cure any New Title Exception Objection that Seller has elected to endeavor to cure on or before the Cure Deadline, Purchaser may elect, no later than 5:00 p.m. on the date that is two (2) Business Days following the Cure Deadline, to either: (1) continue this Agreement in effect without modification and purchase and acquire the Company Shares in accordance with the terms and conditions of this Agreement, subject to the New Survey DefectTitle Objections which Seller elected to endeavor to cure and failed to timely cure (which New Title Objections will be deemed to constitute Permitted Encumbrances); or (2) terminate this Agreement and the Escrow and receive a full refund of the Deposit. Upon any election by Purchaser to terminate this Agreement and the Escrow pursuant to this Section, then this Agreement shall be of no further force or effect, and the Parties shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of this Agreement), and Seller and Purchaser shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any Escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Purchaser and Seller.

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment (the “Title Report Update”) delivered to or UCC/PPSA searches, as applicable, disclose received by Purchaser after the Effective Date discloses any Title Exception which is was not previously disclosed in the original Title Commitment or UCC/PPSA searches previously obtained by the Purchaser (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys delivered to the Purchaser Updated Survey discloses any Survey Defect defect which is was not previously disclosed in a the Existing Survey previously delivered to the Purchaser (a “New Survey Defect”), and (i) such New Title Exception or New Survey Defect does not constitute a Permitted Exception, (ii) Purchaser otherwise did not have Knowledge of such New Title Exception or New Survey Defect as of or prior to the Effective Date, (iii) such New Title Exception or New Survey Defect would have more than a de minimis adverse effect on the operation of the Property after the Closing, and (iv) such New Title Exception or New Survey Defect was not caused by Purchaser or any Person on behalf of Purchaser, then Purchaser shall have the right to request Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect at or prior to Closing by providing written notice to Seller within the relevant closingearlier of: (A) five (5) Business Days after receiving such Title Report Update or Updated Survey, or (B) the Closing (the “New Title and Survey Objection Notice”). Should Purchaser fail to timely deliver to Seller a New Title and Survey Objection Notice, Purchaser shall be deemed to have approved such matters and such matters shall be deemed to be Permitted Exceptions; provided, however, that if any new Unpermitted Exceptions appear in a Title Report Update, Seller shall be required to cure such Unpermitted Exceptions regardless of whether Purchaser fails to object to such Unpermitted Exception so long as Purchaser delivers to Seller a copy of the Title Report Update or Updated Survey setting forth such Unpermitted Exceptions within the same period for delivery of a New Title and Survey Objection Notice (failing which, such Unpermitted Exceptions shall be deemed accepted by Purchaser and shall thenceforth be Permitted Exceptions hereunder). If Purchaser timely provides a New Title and Survey Objection Notice to Seller, Seller fails may elect, by providing written notice (the “New Title and Survey Election Notice”) to Purchaser within the earlier of five (5) Business Days after Seller’s receipt 2230752.03F-NYCSR03A - MSW of such New Title and Survey Objection Notice or Closing, to notify Purchaser in writing whether it intends (1) to remove or cure such New Title Exception or New Survey Defect at or prior to Closing, or (2) not to remove or cure such New Title Exception or New Survey Defect (provided that Seller shall be required to remove and/or cure any Unpermitted Exceptions as of the Closing so long as Purchaser timely delivers to Seller a copy of the Title Report Update, updated Existing Survey or Updated Survey setting forth such Unpermitted Exceptions as provided in its entirety by the relevant closingpreceding sentence). If Seller does not provide a New Title and Survey Election Notice to Purchaser within such time period, then Seller shall be deemed to have elected not to remove or cure such New Title Exception or New Survey Defect pursuant to clause (2) of the preceding sentence (other than Unpermitted Exceptions for which Purchaser has timely delivered to Seller a copy of the Title Report Update, updated Existing Survey or Updated Survey setting forth such Unpermitted Exceptions as provided above, all of which Seller is required to remove and/or cure as of Closing). If Seller elects or is deemed to have elected not to remove or cure a New Title Exception or New Survey Defect, then Purchaser shall have the right, in as its absolute discretionsole and exclusive remedy with respect to such election (or deemed election) of Seller, to elect, upon by providing written notice (the “New Title and Survey Response Notice”) to Seller within the earlier of five (5) Business Days after Purchaser’s receipt of the New Title and Survey Election Notice (or the date on which Seller is deemed to either (Ahave elected not to remove or cure such New Title Exception or New Survey Defect, as applicable) defer or the Closing Date for a reasonable period not exceeding sixty to (60I) days terminate this Agreement, in which case the Deposit shall be refunded to give Purchaser in accordance with the Seller an opportunityDeposit Escrow Agreement, at and the Sellers’ sole option and at the Sellers’ sole cost and expenseParties shall have no further rights or obligations under this Agreement, to either (i) remove any Encumbrance or other title objection except those which is not a Permitted Encumbranceexpressly survive such termination, or (iiII) provide the Title Company proceed to Closing pursuant to this Agreement and the Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable accept title to the Purchaser against any loss arising from Real Property subject to such encumbrances or other title objections, or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect is caused by Sellerwhich thereafter shall be deemed to constitute a Permitted Exception, without any credit against the right to xxx Purchase Price for damages. The Seller will not create or permit to exist any such New Title Exception or New Survey Defect. If Purchaser does not timely provide a New Title and Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (II) of the preceding sentence.

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment or UCC/PPSA searches, as applicable, disclose Commitments after the Effective Date discloses any Title Exception which is that was not disclosed in to Purchaser before the original Title Commitment or UCC/PPSA searches previously obtained by the Purchaser Effective Date (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys delivered to after the Purchaser Effective Date discloses any Survey Defect which is that was not disclosed in a Survey previously delivered to Purchaser before the Purchaser Effective Date (a “New Survey Defect”), and (a) Purchaser otherwise did not have Knowledge of such New Title Exception or New Survey Defect before the Effective Date, and (b) such New Title Exception or New Survey Defect was not caused by Purchaser or any Person on behalf of Purchaser, then Purchaser shall have the right to request Seller shall exercise commercially reasonable diligent efforts to remove or cure such New Title Exception or New Survey Defect for the applicable Hotel at or before the Closing by providing written notice (the “New Title and Survey Objection Notice”) to the applicable Seller promptly, but in no event later than the earlier of five Business Days after receiving such update of the Title Commitment or Survey or the Closing. If Purchaser provides a New Title and Survey Objection Notice to Seller, Seller may elect, by providing written notice (the “New Title and Survey Election Notice”) to Purchaser within the earlier of ten Business Days after Seller’s receipt of such New Title and Survey Objection Notice or the Closing, (i) to accept such New Title Exception or New Survey Defect as an additional Unpermitted Exception to be removed or cured at or prior to the relevant closingClosing, or (ii) not to remove or cure such New Title Exception or New Survey Defect. If Seller fails does not provide a New Title and Survey Election Notice to Purchaser within such time period, then Seller shall be deemed to have elected not to remove or cure such New Title Exception or New Survey Defect in its entirety by as an Unpermitted Exception pursuant to clause (ii) of the relevant closingpreceding sentence. If Seller elects or is deemed to have elected not to remove or cure a New Title Exception or New Survey Defect, then Purchaser shall have the right, in its absolute discretion, right to elect, upon by providing written notice (the “New Title and Survey Response Notice”) to Seller within the Seller earlier of 10 Business Days after Purchaser’s receipt of the New Title and Survey Election Notice or the Closing to either (A) defer terminate this Agreement as to all the Closing Date for a reasonable period not exceeding sixty (60) days to give the Seller an opportunity, at the Sellers’ sole option and at the Sellers’ sole cost and expense, to either (i) remove any Encumbrance or other title objection which is not a Permitted Encumbrance, or (ii) provide the Title Company Hotels and the Purchaser such assurances as the Title Company Parties shall have no further rights or obligations under this Agreement, except those that expressly survive termination and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable to the Purchaser against provided that nothing herein shall relieve any loss arising from such encumbrances or other title objectionsParty of liability for any intentional breach of any provision of this Agreement, or (B) proceed to do neither Closing with respect to the affected Hotel (itogether with the other Hotels not affected by the New Title Defect or New Survey Defect) nor (ii) of clause (A) above, in which event pursuant to this Agreement and accept title to the Purchaser shall have the option available Real Property subject to it in Section 4.2.3. In addition if the such New Title Exception or New Survey Defect is caused by Sellerwhich thereafter shall be deemed to be a Permitted Exception, without any abatement or credit against the right to xxx Purchase Price for damages. The Seller will not create or permit to exist any such New Title Exception or New Survey Defect, except as agreed by the Parties. If Purchaser does not provide a New Title and Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (B) of the preceding sentence.

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment or UCC/PPSA searches, as applicable, disclose delivered to the Purchaser Parties after the expiration of the Due Diligence Period discloses any Title Exception which is not disclosed in the original a Title Commitment or UCC/PPSA searches previously obtained by provided to the Purchaser Parties prior to the expiration of the Due Diligence Period (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys Existing Survey (or any Updated Survey if the Purchaser Parties obtain one prior to the expiration of the Due Diligence Period) delivered to the Purchaser Parties after the expiration of the Due Diligence Period discloses any Survey Defect which is not disclosed in a the Existing Survey previously delivered or any Updated Survey obtained by Purchaser prior to the Purchaser expiration of the Due Diligence Period (a “New Survey Defect”), and (1) the Purchaser Parties otherwise did not have knowledge of such New Title Exception or New Survey Defect prior to the expiration of the Due Diligence Period, (2) such New Title Exception or New Survey Defect would, in Purchaser’s sole and absolute discretion, have a materially adverse effect on the ownership of the Property or operation of the Hotel after the Closing, and (3) such New Title Exception or New Survey Defect was not caused by the Purchaser Parties or any Person on behalf of the Purchaser Parties, then the Purchaser Parties shall have the right to request the Seller shall exercise commercially reasonable diligent efforts Parties to remove or cure such New Title Exception or New Survey Defect at or prior to Closing by providing written notice to the relevant closingSeller Parties within the earlier of: (A) five (5) Business Days after receiving such update of the Title Commitment or the Existing Survey (or Updated Survey if the Purchaser Parties obtains one prior to the expiration of the Due Diligence Period), or (B) the Closing (the “New Title and Survey Objection Notice”). If Purchaser provides a New Title and Survey Objection Notice to the Seller fails Parties, the Seller Parties may elect, by providing written notice (the “New Title and Survey Election Notice”) to the Purchaser Parties within the earlier of five (5) Business Days after the Seller Parties’ receipt of such New Title and Survey Objection Notice or the Closing, (I) to accept such New Title Exception or New Survey Defect as an additional Unpermitted Exception to be removed or cured at or prior to Closing, or (II) not to remove or cure such New Title Exception or New Survey Defect; provided, however, that if the Seller Parties or any Person on behalf of the Seller Parties caused such New Title Exception or New Survey Defect with the intention with the purpose of not consummating the transaction described in this Agreement or if the New Title Exception or New Survey Defect is an Automatic Unpermitted Exception, then such New Title Exception or New Survey Defect shall constitute an “Unpermitted Exception” and the Seller Parties shall remove or cure such New Title Exception or New Survey Defect at or prior to Closing. If the Seller Parties do not provide a New Title and Survey Election Notice to the Purchaser Parties within such time period, then the Seller Parties shall be deemed to have elected not to remove or cure such New Title Exception or New Survey Defect in its entirety by as an Unpermitted Exception pursuant to clause (II) of the relevant closingpreceding sentence. If the Seller Parties elect or is deemed to have elected not to remove or cure a New Title Exception or New Survey Defect, then the Purchaser Parties shall have the right, in its absolute discretion, right to elect, upon by providing written notice (the “New Title and Survey Response Notice”) to the Seller to either Parties within the earlier of ten (A10) defer Business Days after the Purchaser Parties’ receipt of the New Title and Survey Election Notice or the Closing Date for a reasonable period not exceeding sixty to (60a) days terminate this Agreement, in which case the Deposit shall be refunded to give the Seller an opportunityPurchaser Parties in accordance with Section 2(d)(ii) and the Parties shall have no further rights or obligations under this Agreement, at the Sellers’ sole option and at the Sellers’ sole cost and expense, to either (i) remove any Encumbrance or other title objection except those which is not a Permitted Encumbranceexpressly survive such termination, or (iib) provide the Title Company proceed to Closing pursuant to this Agreement and the Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable accept title to the Purchaser against any loss arising from Real Property subject to such encumbrances or other title objections, or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect is caused by Sellerwhich thereafter shall be deemed to constitute a Permitted Exception, without any credit against the right to xxx Purchase Price for damages. The Seller will not create or permit to exist any such New Title Exception or New Survey Defect. If the Purchaser Parties do not provide a New Title and Survey Response Notice to the Seller Parties within such time period, the Purchaser Parties shall be deemed to have elected to terminate this Agreement pursuant to clause (a) of the preceding sentence.

Updated Title Commitment or Survey. If prior to either the Skylift Closing or the Closing, any update of the Title Commitment or UCC/PPSA searches, as applicable, disclose delivered to Purchaser after the expiration of the Due Diligence Period discloses any Title Exception which is not disclosed in the original Title Commitment or UCC/PPSA searches previously obtained by the provided to Purchaser (a “New Title Exception”) (copies of which have been timely provided to the Sellers), or any update of the Surveys Survey delivered to Purchaser after the Purchaser expiration of the Due Diligence Period discloses any Survey Defect which is not disclosed in a the Survey previously delivered to the Purchaser (a “New Survey Defect”), the Seller shall exercise commercially reasonable diligent efforts to remove or cure and (i) Purchaser otherwise did not have Knowledge of such New Title Exception or New Survey Defect at or prior to the relevant closing. If Seller fails to remove or cure Effective Date, (ii) such New Title Exception or New Survey Defect in its entirety by would have a Material Adverse Effect on the relevant closingownership of the Property or operation of the Hotel after the Closing, then Purchaser shall have the right, in its absolute discretion, to elect, upon written notice to the Seller to either and (Aiii) defer the Closing Date for a reasonable period not exceeding sixty (60) days to give the Seller an opportunity, at the Sellers’ sole option and at the Sellers’ sole cost and expense, to either (i) remove any Encumbrance or other title objection which is not a Permitted Encumbrance, or (ii) provide the Title Company and the Purchaser such assurances as the Title Company and the Purchaser requires to insure the Purchaser at the Sellers’ sole cost and expense in a manner acceptable to the Purchaser against any loss arising from such encumbrances or other title objections, or (B) to do neither (i) nor (ii) of clause (A) above, in which event the Purchaser shall have the option available to it in Section 4.2.3. In addition if the New Title Exception or New Survey Defect is was not caused by SellerPurchaser or any Person on behalf of Purchaser (any such New Title Exception or New Survey Defect meeting these criteria, a “New Title Objection”), then Purchaser shall have the right to xxx for damagesrequest Seller to remove or cure such New Title Objection at or prior to Closing by providing written notice to Seller within the earlier of: (A) five (5) Business Days after receiving such update of the applicable Title Commitment or Survey, or (B) the Closing (the “New Title and Survey Objection Notice”). The If Purchaser provides a New Title and Survey Objection Notice to Seller, Seller will may elect, in its sole discretion, by providing written notice (the “New Title and Survey Election Notice”) to Purchaser within the earlier of five (5) Business Days after Seller’s receipt of such New Title and Survey Objection Notice or the Closing, (1) to accept such New Title Objection as an additional Unpermitted Exception, and commit in writing to either remove or cure such New Title Objection at or prior to Closing or to provide a credit to Purchaser at Closing in the amount of the Material Adverse Effect resulting or likely resulting to Purchaser as a result of such New Title Objection as mutually agreed by Purchaser and Seller each acting in good faith, or (2) not create to remove or permit cure such New Title Objection; provided, however, if such New Title Objection qualifies as a Mandatory Unpermitted Exception, then such New Title Objection shall constitute an Unpermitted Exception and shall be removed or insured over in accordance with Section 5.3.4. If Seller does not provide a New Title and Survey Election Notice to exist any Purchaser within such time period, then Seller (except with respect to Mandatory Unpermitted Exceptions) shall be deemed to have elected not to remove or cure such New Title Objection as an Unpermitted Exception pursuant to clause (2) of the preceding sentence. If Seller elects or is deemed to have elected not to remove or cure a New Title Exception or New Survey Defect, then Purchaser shall have the right to elect, by providing written notice (the “New Title and Survey Response Notice”) to Seller within the earlier of ten (10) Business Days after Purchaser’s receipt of the New Title and Survey Election Notice or the Closing, to (I) terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.4 and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (II) proceed to Closing pursuant to this Agreement and accept title to the Real Property subject to such New Title Objection (except with respect to Mandatory Unpermitted Exceptions) which thereafter shall be deemed to constitute a Permitted Exception, without any credit against the Purchase Price for such New Title Objection. If Purchaser does not provide a New Title and Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (II) of the preceding sentence.