The closing of the Call Right transaction shall occur as soon as possible after the Election Notice and resolution of all matters set forth in this Section 2 and in accordance with the terms of the Sale Agreement (and any other documents governing the transaction, as contemplated by this Section 2 ). In the event that a Call Right transaction fails to close as aforesaid (other than as described in the following sentence), either Propco or Owner shall have the right to submit the subject matter to arbitration in accordance with the procedures set forth in Section 3 hereof; provided , however, that if the Sale Agreement has been executed between the Parties, the terms and conditions of such Sale Agreement shall govern any dispute between the Parties from and after such execution rather than the arbitration procedures set forth in Section 3 hereof. In the event that a Call Right transaction fails to close as a result of Propco’s inability to finance the acquisition of the Property on the terms contemplated hereunder, this Agreement shall automatically terminate with respect to the Property at such time.