Sellers’ Pre-Closing Default; Purchaser’s Pre-Closing Remedies. If any Seller breaches its obligations under this Agreement prior to the Closing in any material respect and such breach has not been cured within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the Closing Date, at their option, Sellers may extend the Closing Date for the period required to effect such cure, but not beyond the date which is 30 days after Purchaser’s foregoing written notice), then, as Purchaser’s sole and exclusive remedy hereunder and at Purchaser’s option, Purchaser may, upon notice to Sellers, given not more than 15 Business Days after the expiration of such cure period: (a) terminate this Agreement in its entirety by giving Sellers written notice of such election prior to or at the Closing, and (i) the Deposit then held by Escrowee (and any interest thereon) shall (to the extent of the then outstanding principal amount of the Loan Agreement) be remitted to Summit, or its permitted assign under the Loan Agreement, and automatically applied towards any then outstanding principal balance of that certain Loan Agreement dated February 11, 2016 between Summit Hotel OP, LP and American Realty Capital Hospitality Trust, Inc. (“Loan Agreement”) and the remaining balance, if any, of the Deposit then held by Escrowee (and any interest thereon) shall be remitted to and may be retained by Purchaser, and (ii) recover from the applicable Sellers all of Purchaser’s reasonable out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby, including, but not limited to, its reasonable legal fees and diligence costs, which reimbursement in the aggregate amount amongst all Sellers shall not exceed $644,882; (b) waive the default and proceed to the Closing (subject to the terms of this Agreement); or (c) if applicable, elect to treat the Hotel Asset with respect to which such breach of representation or warranty occurred as an Excluded Representation Asset and proceed to the Closing (subject to the terms of this Agreement) with respect to the other applicable Hotel Assets.
