Common use of Delivery of Title Clause in Contracts

Delivery of Title. (a) As of the Closing, Seller shall obtain releases of or, subject to Buyer’s consent not to be unreasonably withheld, conditioned or delayed, cause Title Company to insure over or against (i) the deeds of trust or mortgages created by Seller encumbering the Hotel and other monetary liens encumbering the Hotel affirmatively placed on the Hotel by Seller prior to the effective date of the Title Commitment (“Pre-Effective Date Seller Encumbrances”), and (ii) any liens encumbering the Hotel affirmatively placed on the Hotel by Seller after the effective date of the Title Commitment (“Post Effective Date Seller Encumbrances”). Other than as set forth in this Agreement (including, without limitation, the first sentence of this subsection 8.3(a), and the entirety of subsection 8.3(c)), Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall Buyer have any right of action against Seller, at law or in equity, for Seller’s inability to convey title subject only to the Permitted Exceptions. (b) Notwithstanding the foregoing, in the event that Seller is unable to convey title subject only to the Permitted Exceptions, and Buyer has not, prior to the Closing Date, given notice to Seller that Buyer is willing to waive objection to each title exception which is not a Permitted Exception, Seller shall have the right, in Seller’s sole and absolute discretion, to (i) take such action as Seller shall deem advisable to attempt to discharge or cause Title Company to insure over or against each such title exception which is not a Permitted Exception or (ii) terminate this Agreement. In the event that Seller shall elect to attempt to discharge or cause Title Company to insure over or against such title exceptions which are not Permitted Exceptions, Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed 60 days in the aggregate. If, for any reason whatsoever, Seller has not discharged or caused Title Company to insure over or against such title exceptions which are not Permitted Exceptions prior to the expiration of the last of such adjournments, and if Buyer is not willing to waive objection to such title exceptions, this Agreement shall be terminated as of the expiration of the last of such adjournments. In the event of a termination of this Agreement pursuant to this subsection 8.3(b), the Deposit shall be refunded to Buyer and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Nothing in this clause (b) shall require Seller, despite any election by Seller to attempt to discharge or cause Title Company to insure over or against any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, and Post-Effective Date Seller Encumbrances and the Post-Effective Date Monetary Encumbrances (as hereinafter defined) in accordance herewith. (c) Notwithstanding the foregoing, at the Closing, in addition to releasing or causing Title Company to insure over or against any Pre-Effective Date Seller Encumbrances and Post Effective Date Seller Encumbrances which Buyer does not waive its objection to pursuant to subsection 8.3(b), Seller shall obtain a release of or cause Title Company to insure over or against any lien encumbering the Hotel after the effective date of the Title Commitment which may be removed or insured over solely by the payment of a sum of money which were not affirmatively placed on the Hotel by Seller (a “Post-Effective Date Monetary Encumbrance”); provided that Seller shall not be obligated to spend more than $100,000.00 in the aggregate to remove or insure over or against any Post-Effective Date Monetary Encumbrances. If any Post-Effective Date Monetary Encumbrances exceeds $100,000.00 and Seller elects not to remove same, Buyer shall have the right to satisfy the excess to clear said encumbrance or terminate this Agreement upon delivery of written notice to Seller and direct the Escrow Agent to deliver the Deposit to the Buyer, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such termination.

Delivery of Title. (a) As of At the Closing, the Seller shall shall: (i) obtain releases of or, subject to Buyer’s consent not to be unreasonably withheld, conditioned or delayed, cause Title Company to insure over or against (iA) the deeds deed of trust or mortgages created by Seller encumbering the Hotel and other monetary liens encumbering the Hotel affirmatively placed current financing items listed on the Hotel by Seller prior to the effective date Schedule B-1 of the Title Commitment (“Pre-Effective Date Seller Encumbrances”)Commitment, and (iiB) any liens encumbering the Hotel Property affirmatively placed on the Hotel Property by Seller after the effective date of the Title Commitment (“Post Effective Date Seller Encumbrances”); and (ii) pay the “escaped” real estate taxes for 2003-2004 and the supplemental assessments for 1999-2000 shown on the Title Commitment. Other than as set forth in this Agreement (including, including without limitation, limitation the first sentence of this subsection Section 8.3(a), and the entirety of subsection Section 8.3(c)), the Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Seller, at law or in equity, for the Seller’s inability to convey title subject only to the Permitted Exceptions. (b) Notwithstanding the foregoing, in the event that the Seller is unable to convey title subject only to the Permitted Exceptions, and the Buyer has not, prior to the Closing Date, given notice to the Seller that the Buyer is willing to waive objection to each title exception which is not a Permitted Exception, the Seller shall have the right, in the Seller’s sole and absolute discretion, to (i) take such action as the Seller shall deem advisable to attempt to discharge or cause Title Company to insure over or against each such title exception which is not a Permitted Exception or (ii) terminate this Agreement. In the event that the Seller shall elect to attempt to discharge or cause Title Company to insure over or against such title exceptions which are not Permitted Exceptions, the Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed 60 days in the aggregate. If, for any reason whatsoever, the Seller has not discharged or caused Title Company to insure over or against such title exceptions which are not Permitted Exceptions prior to the expiration of the last of such adjournments, and if the Buyer is not willing to waive objection to such title exceptions, this Agreement shall be terminated as of the expiration of the last of such adjournments. In the event of a termination of this Agreement pursuant to this subsection 8.3(b), the Deposit Exxxxxx Money shall be refunded to the Buyer and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Nothing in this clause (b) shall require the Seller, despite any election by the Seller to attempt to discharge or cause Title Company to insure over or against any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, and Post-Post Effective Date Seller Encumbrances and the Post-Post Effective Date Monetary Encumbrances (as hereinafter defined) in accordance herewith). (c) Notwithstanding the foregoing, at the Closing, in addition to releasing or causing Title Company to insure over or against any Pre-Effective Date Seller Encumbrances and Post Effective Date Seller Encumbrances which Buyer does not waive its objection to pursuant to subsection Section 8.3(b), Seller shall obtain a release of or cause Title Company to insure over or against any lien encumbering the Hotel Property after the effective date of the Title Commitment which may be removed or insured over solely by the payment of a sum of money which were not affirmatively placed on the Hotel by Seller (a “Post-Post Effective Date Monetary Encumbrance”); provided that Seller shall not be obligated to spend more than $100,000.00 1,000,000 in the aggregate to remove or insure over or against any Post-Effective Date Monetary Encumbrances. If any Post-Effective Date Monetary Encumbrances exceeds $100,000.00 and Seller elects not to remove same, Buyer shall have the right to satisfy the excess to clear said encumbrance or terminate this Agreement upon delivery of written notice to Seller and direct the Escrow Agent to deliver the Deposit to the Buyer, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such termination.

Delivery of Title. (a) As of At the Closing, Seller shall obtain releases of orany Monetary Objections, subject to Buyer’s consent not to be unreasonably withheld, conditioned or delayed, cause Title Company to insure over or against (i) and Seller may utilize the deeds of trust or mortgages created by Seller encumbering the Hotel and other monetary liens encumbering the Hotel affirmatively placed on the Hotel by Seller prior to the effective date proceeds of the Title Commitment (“Pre-Effective Date Purchase Price payable to Seller Encumbrances”), and (ii) any liens encumbering the Hotel affirmatively placed on the Hotel by Seller after the effective date of the Title Commitment (“Post Effective Date Seller Encumbrances”)at Closing for such purpose. Other than as set forth in this Agreement (including, without limitation, the first sentence of this subsection 8.3(a), and the entirety of subsection 8.3(c))above, Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall Buyer Purchaser have any right of action against Seller, at law or in equity, for Seller’s inability to convey title subject only to the Permitted Exceptions. (b) Notwithstanding the foregoing, in the event that Seller is unable to convey title subject only to the Permitted Exceptions, and Buyer Purchaser has not, prior to the Closing Date, given written notice to Seller that Buyer Purchaser is willing to waive objection to each title exception which is not a Permitted Exception, Seller shall have the right, in Seller’s sole and absolute discretion, to (i) take such action as Seller shall deem advisable to attempt to discharge or cause Title Company to insure over or against each such title exception which is not a Permitted Exception or (ii) terminate this Agreement. In the event that Seller shall elect to attempt to discharge or cause Title Company to insure over or against such title exceptions which are not Permitted Exceptions, Seller shall be entitled to one or more adjournments an adjournment of the Closing Date for a period not to exceed 60 days in the aggregateof seven (7) days. If, for any reason whatsoever, Seller has not discharged or caused Title Company to insure over or against such title exceptions which are not Permitted Exceptions prior to the expiration of the last of such adjournmentsadjournment, and if Buyer Purchaser is not willing to waive objection to such title exceptions, this Agreement shall be terminated as of the expiration of the last of such adjournmentsadjournment. In the event of a termination of this Agreement pursuant to this subsection 8.3(b4.3(b), the Deposit Exxxxxx Money shall be refunded to Buyer Purchaser and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Nothing in this clause (bsubsection 4.3(b) shall require Seller, despite any election by Seller to attempt to discharge or cause Title Company to insure over or against any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date . Nothing in this subsection 4.3(b) shall limit or qualify Seller’s obligations under subsection 4.3(a) or give Seller Encumbrances, and Post-Effective Date Seller Encumbrances and the Post-Effective Date Monetary Encumbrances (as hereinafter defined) in accordance herewith. (c) Notwithstanding the foregoing, at the Closing, in addition to releasing or causing Title Company to insure over or against any Pre-Effective Date Seller Encumbrances and Post Effective Date Seller Encumbrances which Buyer does not waive its objection to pursuant to subsection 8.3(b), Seller shall obtain a release of or cause Title Company to insure over or against any lien encumbering the Hotel after the effective date of the Title Commitment which may be removed or insured over solely by the payment of a sum of money which were not affirmatively placed on the Hotel by Seller (a “Post-Effective Date Monetary Encumbrance”); provided that Seller shall not be obligated to spend more than $100,000.00 in the aggregate to remove or insure over or against any Post-Effective Date Monetary Encumbrances. If any Post-Effective Date Monetary Encumbrances exceeds $100,000.00 and Seller elects not to remove same, Buyer shall have the right to satisfy adjourn the excess Closing Date or to clear said encumbrance or terminate this Agreement upon delivery as a result of written notice Seller’s failure or refusal to discharge Monetary Objections as to which Seller and direct the Escrow Agent is required to deliver the Deposit to the Buyer, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such terminationobtain releases as provided in subsection 4.3(a).

Delivery of Title. (a) As of Notwithstanding anything to the contrary contained herein, at the Closing, Seller shall obtain releases of or, subject to Buyer’s consent not to be unreasonably withheld, conditioned or delayed, cause Title Company to insure over or against (i) the deeds of trust or mortgages created by Seller encumbering the Hotel and other monetary liens encumbering the Hotel affirmatively placed on the Hotel by Seller prior to the effective date of the Title Commitment (“Pre-Effective Date Seller Encumbrances”), and (ii) any liens encumbering the Hotel affirmatively placed on the Hotel by Seller after the effective date of the Title Commitment (“Post Effective Date Seller Encumbrances”)Monetary Objections. Other than as set forth in this Agreement (including, without limitation, the first sentence of this subsection 8.3(a), and the entirety of subsection 8.3(c))above, Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall Buyer Purchaser have any right of action against Seller, at law or in equity, for Seller’s inability to convey if the Partnership does not have title subject only to the Permitted Exceptions. (b) Notwithstanding the foregoing, in the event that Seller is unable to convey the Partnership does not have title subject only to the Permitted Exceptions, and Buyer Purchaser has not, prior to the Closing Date, given written notice to Seller that Buyer Purchaser is willing to waive objection to each title exception which is not a Permitted Exception, Seller shall have the right, in Seller’s sole and absolute discretion, to (i) take such action as Seller shall deem advisable to attempt to discharge or cause Title Company to insure over or against each such title exception which is not a Permitted Exception or (ii) terminate this Agreement. In the event that Seller shall elect to attempt to discharge or cause Title Company to insure over or against such title exceptions which are not Permitted Exceptions, Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed 60 days in the aggregate. If, for any reason whatsoever, Seller has not discharged or caused Title Company to insure over or against such title exceptions which are not Permitted Exceptions prior to the expiration of the last of such adjournments, and if Buyer is not willing to waive objection to such title exceptions, this Agreement shall be terminated as of the expiration of the last of such adjournments. In the event of a termination of this Agreement pursuant to this subsection 8.3(b4.3(b), the Deposit Exxxxxx Money shall be refunded to Buyer Purchaser and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Nothing in this clause (bsubsection 4.3(b) shall require Seller, despite any election by Seller to attempt to discharge or cause Title Company to insure over or against any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date . Nothing in this subsection 4.3(b) shall limit or qualify Seller’s obligations under subsection 4.3(a) or give Seller Encumbrances, and Post-Effective Date Seller Encumbrances and the Post-Effective Date Monetary Encumbrances (as hereinafter defined) in accordance herewith. (c) Notwithstanding the foregoing, at the Closing, in addition to releasing or causing Title Company to insure over or against any Pre-Effective Date Seller Encumbrances and Post Effective Date Seller Encumbrances which Buyer does not waive its objection to pursuant to subsection 8.3(b), Seller shall obtain a release of or cause Title Company to insure over or against any lien encumbering the Hotel after the effective date of the Title Commitment which may be removed or insured over solely by the payment of a sum of money which were not affirmatively placed on the Hotel by Seller (a “Post-Effective Date Monetary Encumbrance”); provided that Seller shall not be obligated to spend more than $100,000.00 in the aggregate to remove or insure over or against any Post-Effective Date Monetary Encumbrances. If any Post-Effective Date Monetary Encumbrances exceeds $100,000.00 and Seller elects not to remove same, Buyer shall have the right to satisfy adjourn the excess Closing Date or to clear said encumbrance or terminate this Agreement upon delivery as a result of written notice Seller’s failure or refusal to discharge Monetary Objections as to which Seller and direct the Escrow Agent is required to deliver the Deposit to the Buyer, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such terminationobtain releases as provided in subsection 4.3(a).

Delivery of Title. (a) As of At the Closing, the Seller shall obtain releases of or, subject to Buyer’s consent not to be unreasonably withheld, conditioned or delayed, cause the Title Company to insure over or against (at no additional cost to Buyer) (i) the any deeds of trust or mortgages created by Seller encumbering the Hotel and other monetary liens Property (the “Security Instruments”), (ii) any Liens encumbering the Hotel Property affirmatively placed on the Hotel Property by Seller prior to the effective date of the Title Commitment (“Pre-Effective Date Seller Encumbrances”), and (ii) any liens encumbering the Hotel affirmatively placed on the Hotel by Seller after the effective date of the Title Commitment (“Post Effective Date Seller Encumbrances”); and (iii) to the extent not included within clauses (i) or (ii), judgment liens, mechanic’s and materialmen’s liens, tax liens and other monetary Liens which can be removed or released by the payment of liquidated amounts, in each case under this clause (iii) not to exceed $500,000, in the aggregate (together with the Post Effective Seller Encumbrances and the Security Instruments, collectively, the “Seller Encumbrances”). Other than as set forth in this Agreement (including, including without limitation, limitation the first sentence of this subsection 8.3(a), and the entirety of subsection 8.3(c)), the Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefortherefore, nor shall the Buyer have any right of action against the Seller, at law or in equity, for the Seller’s inability to convey title subject only to the Permitted Exceptions. (b) Notwithstanding the foregoing, in the event that Seller is unable to convey title subject only to the Permitted Exceptions, and Buyer has not, prior to the Closing Date, given notice to Seller that Buyer is willing to waive objection to each title exception which is not a Permitted Exception, Seller shall have the right, in Seller’s sole and absolute discretion, to (i) take such action as Seller shall deem advisable to attempt to discharge or cause Title Company to insure over or against each such title exception which is not a Permitted Exception or (ii) terminate this Agreement. In the event that the Seller shall elect to attempt to discharge or cause the Title Company to insure over or against such title exceptions which are not Permitted Exceptions, the Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed 60 30 days in the aggregate. If, for any reason whatsoever, the Seller has not discharged or caused the Title Company to insure over or against (at no additional cost to Buyer) such title exceptions which are not Permitted Exceptions prior to the expiration of the last of such adjournments, and if then, in any such event, Buyer is not willing to waive objection to such title exceptions, may either (i) terminate this Agreement shall be terminated as by providing written notice of termination to Seller, or (ii) purchase the Property without any reduction or abatement of the expiration Purchase Price; provided, however, that if the Seller Encumbrances in clause (iii) of the last definition thereof exceed $500,000, in the aggregate, Buyer may either (A) terminate this Agreement by providing written notice of such adjournmentstermination to Seller or (B) purchase the Asset without any reduction or abatement of the Purchase Price except for a credit on the Closing Statement in an amount equal to the excess of $500,000 over payments by Seller on account of Seller Encumbrances in clause (iii) of the definition thereof. In the event of a termination of this Agreement pursuant to this subsection 8.3(b), the Deposit shall be refunded to the Buyer and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Nothing in this clause (b) shall require the Seller, despite any election by the Seller to attempt to discharge or cause the Title Company to insure over or against any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefortherefore, other than with respect to the Pre-Effective Date Seller Encumbrances, and Post-Effective Date Seller Encumbrances and the Post-Effective Date Monetary Encumbrances (as hereinafter defined) in accordance herewith. (c) Notwithstanding the foregoing, at the Closing, in addition to releasing or causing Title Company to insure over or against any Pre-Effective Date Seller Encumbrances and Post Effective Date Seller Encumbrances which Buyer does not waive its objection to pursuant to subsection 8.3(b), Seller shall obtain a release of or cause Title Company to insure over or against any lien encumbering the Hotel after the effective date of the Title Commitment which may be removed or insured over solely by the payment of a sum of money which were not affirmatively placed on the Hotel by Seller (a “Post-Effective Date Monetary Encumbrance”); provided that Seller shall not be obligated to spend more than $100,000.00 in the aggregate to remove or insure over or against any Post-Effective Date Monetary Encumbrances. If any Post-Effective Date Monetary Encumbrances exceeds $100,000.00 and Seller elects not to remove same, Buyer shall have the right to satisfy the excess to clear said encumbrance or terminate this Agreement upon delivery of written notice to Seller and direct the Escrow Agent to deliver the Deposit to the Buyer, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such termination.

Delivery of Title. (a) As of At or prior to the Closing, the Seller shall obtain releases of or, subject to Buyer’s consent not to be unreasonably withheld, conditioned or delayed, cause Title Company to insure over or against (i) the all deeds of trust or mortgages created by Seller to secure debts and/or mortgage liens and other financing items encumbering the Hotel and other monetary liens encumbering the Hotel affirmatively placed on the Hotel by Seller prior to the effective date of the Title Commitment Asset (“Pre-Effective Date Seller EncumbrancesFinancing Liens”), (ii) tax liens (other than liens for taxes not yet due and payable) encumbering the Property (“Tax Liens”) and (iiiii) any liens encumbering the Hotel Property affirmatively placed on the Hotel Property by the Seller on or after the effective date of the Title Commitment March 25, 2007 (“Post Effective Date Seller EncumbrancesEncumbrance”). Other than as set forth in this Agreement (including, including without limitation, limitation the first sentence of this subsection 8.3(a), and the entirety of subsection 8.3(c)), the Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Seller, at law or in equity, for the Seller’s inability to convey title subject only to the Permitted Exceptions. (b) Notwithstanding Subject to the foregoingSeller’s obligations under subsections 8.3(a) and 8.3(c), in the event that the Seller is unable to convey title subject only to the Permitted Exceptions, and the Buyer has not, prior to the Closing Date, given notice to the Seller that the Buyer is willing to waive objection to each title exception which is not a Permitted Exception, the Seller shall have the right, in the Seller’s sole and absolute discretion, to (i) take such action as the Seller shall deem advisable to attempt to discharge or cause Title Company to insure over or against each such title exception which is not a Permitted Exception or (ii) terminate this Agreement. In the event that the Seller shall elect to attempt to discharge or cause Title Company to insure over or against such title exceptions which are not Permitted Exceptions, the Seller shall proceed to attempt to discharge such title exceptions diligently and in good faith and for so long as it is so attempting to discharge such title objections shall be entitled to one or more adjournments of the Closing Date for a period not to exceed 60 days in the aggregate. If, for any reason whatsoever, the Seller has not discharged or caused Title Company to insure over or against such title exceptions which are not Permitted Exceptions prior to the expiration of the last of such adjournments, and if the Buyer is not willing to waive objection to such title exceptions, this Agreement shall be terminated as of the expiration of the last of such adjournments. In the event of a termination of this Agreement pursuant to this subsection 8.3(b), the Deposit Exxxxxx Money shall be refunded to the Buyer and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Nothing in this clause (b) shall require the Seller, despite any election by the Seller to attempt to discharge or cause Title Company to insure over or against any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Post Effective Date Seller EncumbrancesEncumbrance, and Post-Effective Date Seller Encumbrances and the Post-Post Effective Date Monetary Encumbrances (as hereinafter defined) in accordance herewithEncumbrance, Financing Liens and Tax Liens. (c) Notwithstanding the foregoing, at the Closing, in addition to releasing or causing Title Company to insure over or against any Pre-Effective Date Seller Encumbrances all Financing Liens, Tax Liens and Post Effective Date Seller Encumbrances which the Buyer does not waive its objection to pursuant to subsection Section 8.3(b), the Seller shall obtain a release of or cause Title Company to insure over or against any lien encumbering the Hotel Property on or after the effective date of the Title Commitment March 25, 2007 which may be removed or insured over solely by the payment of a sum of money which were not affirmatively placed on the Hotel by Seller (a “Post-Post Effective Date Monetary EncumbranceEncumbrances”); provided that Seller shall not be obligated to spend more than $100,000.00 250,000 in the aggregate to remove or insure over or against any Post-Effective Date Monetary Encumbrances. If any Post-Effective Date Monetary Encumbrances exceeds $100,000.00 and Seller elects not to remove same, Buyer shall have the right to satisfy the excess to clear said encumbrance or terminate this Agreement upon delivery of written notice to Seller and direct the Escrow Agent to deliver the Deposit to the Buyer, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such termination.

Delivery of Title. (a) As of At or prior the Closing, the Seller shall obtain releases of or, subject to Buyer’s consent not to be unreasonably withheld, conditioned or delayed, cause Title Company to insure over or against (i) the deeds all mortgages and/or deed of trust or mortgages created by Seller liens and other financing items encumbering the Hotel and other monetary liens encumbering the Hotel affirmatively placed on the Hotel by Seller prior to the effective date of the Title Commitment Asset (“Pre-Effective Date Seller EncumbrancesFinancing Liens”), (ii) tax liens (other than liens for taxes not yet due and payable) encumbering the Property (“Tax Liens”) and (iiiii) any liens encumbering the Hotel Property affirmatively placed on the Hotel Property by the Seller on or after the effective date of the Title Commitment August 8, 2006 (“Post Effective Date Seller EncumbrancesEncumbrance”). Other than as set forth in this Agreement (including, including without limitation, limitation the first sentence of this subsection 8.3(a), and the entirety of subsection 8.3(c)), the Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Seller, at law or in equity, for the Seller’s inability to convey title subject only to the Permitted Exceptions. (b) Notwithstanding Subject to the foregoingSeller’s obligations under subsecti ons 8.3(a) and 8.3(c), in the event that the Seller is unable to convey title subject only to the Permitted Exceptions, and the Buyer has not, prior to the Closing Date, given notice to the Seller that the Buyer is willing to waive objection to each title exception which is not a Permitted Exception, the Seller shall have the right, in the Seller’s sole and absolute discretion, to (i) take such action as the Seller shall deem advisable to attempt to discharge or cause Title Company to insure over or against each such title exception which is not a Permitted Exception or (ii) terminate this Agreement. In the event that the Seller shall elect to attempt to discharge or cause Title Company to insure over or against such title exceptions which are not Permitted Exceptions, the Seller shall proceed to attempt to discharge such title exceptions diligently and in good faith and for so long as it is so attempting to discharge such title objections shall be entitled to one or more adjournments of the Closing Date for a period not to exceed 60 days in the aggregate. If, for any reason whatsoever, the Seller has not discharged or caused Title Company to insure over or against such title exceptions which are not Permitted Exceptions prior to the expiration of the last of such adjournments, and if the Buyer is not willing to waive objection to such title exceptions, this Agreement shall be terminated as of the expiration of the last of such adjournments. In the event of a termination of this Agreement pursuant to this subsection 8.3(b), the Deposit Exxxxxx Money shall be refunded to the Buyer and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Nothing in this clause (b) shall require the Seller, despite any election by the Seller to attempt to discharge or cause Title Company to insure over or against any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Post Effective Date Seller EncumbrancesEncumbrance, and Post-Effective Date Seller Encumbrances and the Post-Post Effective Date Monetary Encumbrances (as hereinafter defined) in accordance herewithEncumbrance, Financing Liens and Tax Liens. (c) Notwithstanding the foregoing, at the Closing, in addition to releasing or causing Title Company to insure over or against any Pre-Effective Date Seller Encumbrances all Financing Liens, Tax Liens and Post Effective Date Seller Encumbrances which the Buyer does not waive its objection to pursuant to subsection Section 8.3(b), the Seller shall obtain a release of or cause Title Company to insure over or against any lien encumbering the Hotel Property on or after the effective date of the Title Commitment August 8, 2006 which may be removed or insured over solely by the payment of a sum of money which were not affirmatively placed on the Hotel by Seller (a “Post-Post Effective Date Monetary EncumbranceEncumbrances”); provided that Seller shall not be obligated to spend more than $100,000.00 250,000 in the aggregate to remove or insure over or against any Post-Effective Date Monetary Encumbrances. If any Post-Effective Date Monetary Encumbrances exceeds $100,000.00 and Seller elects not to remove same, Buyer shall have the right to satisfy the excess to clear said encumbrance or terminate this Agreement upon delivery of written notice to Seller and direct the Escrow Agent to deliver the Deposit to the Buyer, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such termination.

Delivery of Title. (a) As of At the Closing, the Seller shall obtain releases of or, subject to Buyer’s consent not to be unreasonably withheld, conditioned or delayed, cause Title Company to insure over or against (i) releases of any Exceptions encumbering the deeds Property affirmatively placed on the Property by the Seller after the Effective Date, (ii) releases of trust or mortgages any other Exception (other than Permitted Exceptions) encumbering the Property which Seller is not obligated otherwise in this Agreement to discharge and which can be discharged by the payment of a liquidated sum of money, provided, however, that Seller shall not be obligated to expend more than $750,000 to discharge the items set forth in this Section 8.3(a)(ii), and (iii) release of any mortgage created by Seller encumbering the Hotel and other monetary liens encumbering Property, including, without limitation the Hotel affirmatively placed on Existing Mortgage (subject to Section 9.1(b)) (the Hotel by Seller prior Exceptions described in clauses (i) through (iii) of this Section 8.3(a) are referred to the effective date of the Title Commitment (herein collectively as “Pre-Effective Date Seller Encumbrances”), and (ii) any liens encumbering the Hotel affirmatively placed on the Hotel by Seller after the effective date of the Title Commitment (“Post Effective Date Seller EncumbrancesRequired Removal Exceptions”). Other than as Notwithstanding anything to the contrary set forth in this Agreement (including, without limitationherein, the first sentence Seller shall not be obligated to obtain releases of any liens if the Title Company agrees to “insure over” the applicable lien and issue the Title Policy without exception for the applicable lien, at no additional cost to the Buyer. Subject to this subsection Section 8.3(a)) and Section 8.3(b) hereof, and the entirety of subsection 8.3(c)), Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception Exception (other than Required Removal Exceptions) or to expend any moneys therefortherefor (other than in the case of Required Removal Exceptions), nor shall the Buyer have any right of action against the Seller, at law or in equity, for the Seller’s inability to convey title subject only to the Permitted Exceptions, other than for Seller’s failure to remove Required Removal Exceptions. (b) Notwithstanding the foregoingSubject to Seller’s obligation to remove or discharge, or cause to be removed or discharged, any Required Removal Exception, in the event that the Seller is unable to convey title subject only to the Permitted Exceptions, and the Buyer has not, prior to the Closing Date, given notice to the Seller that the Buyer is willing to waive objection to each title exception Exception which is not a Permitted Exception, the Seller shall have the right, in the Seller’s sole and absolute discretion, to elect to either (i) take such action as the Seller shall deem advisable to attempt to discharge or cause Title Company to insure over or against each such title exception Exception which is not a Permitted Exception or (ii) not remove or discharge, or cause to be removed or discharged, each any such Exception and terminate this Agreement. In the event that the Seller shall elect to attempt to discharge or cause Title Company to insure over or against such title exceptions Exceptions which are not Permitted Exceptions, the Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed exceeding 60 days in the aggregateaggregate with all other adjournments of the Closing Date set forth in this Agreement. If, for any reason whatsoever, the Seller has not discharged or caused Title Company to insure over or against such title exceptions Exceptions which are not Permitted Exceptions Exceptions, prior to the expiration of the last of such adjournmentssixty (60) day period, and if the Buyer is not willing to waive objection to such title exceptionsExceptions, this Agreement shall be terminated as of the expiration of the last day of such adjournmentsadjournment. In Subject to Section 13.2(c), in the event of a termination of this Agreement pursuant to this subsection Section 8.3(b), the Deposit shall be refunded returned to Buyer the Buyer, and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Nothing in this clause (bSection 8.3(b) shall require the Seller, despite any election by the Seller to attempt to discharge or cause Title Company to insure over or against any title exceptionsExceptions (other than Required Removal Exceptions), to take or bring any action or proceeding or any other steps to remove any title exception Exception (other than Required Removal Exceptions) or to expend any moneys therefor, therefor (other than with respect to the Pre-Effective Date Seller Encumbrances, and Post-Effective Date Seller Encumbrances and the Post-Effective Date Monetary Encumbrances (as hereinafter defined) in accordance herewith. (c) Notwithstanding the foregoing, at the Closing, in addition to releasing or causing Title Company to insure over or against any Pre-Effective Date Seller Encumbrances and Post Effective Date Seller Encumbrances which Buyer does not waive its objection to pursuant to subsection 8.3(b), Seller shall obtain a release of or cause Title Company to insure over or against any lien encumbering the Hotel after the effective date of the Title Commitment which may be removed or insured over solely by the payment of a sum of money which were not affirmatively placed on the Hotel by Seller (a “Post-Effective Date Monetary Encumbrance”); provided that Seller shall not be obligated to spend more than $100,000.00 in the aggregate to remove or insure over or against any Post-Effective Date Monetary Encumbrances. If any Post-Effective Date Monetary Encumbrances exceeds $100,000.00 and Seller elects not to remove same, Buyer shall have the right to satisfy the excess to clear said encumbrance or terminate this Agreement upon delivery case of written notice to Seller and direct the Escrow Agent to deliver the Deposit to the Buyer, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such terminationRequired Removal Exceptions).

Delivery of Title. (a) As of At or prior the Closing, the Seller shall obtain releases of or, subject to Buyer’s consent not to be unreasonably withheld, conditioned or delayed, cause Title Company to insure over or against (i) the deeds all mortgages and/or deed of trust or mortgages created by Seller liens and other financing items encumbering the Hotel and other monetary liens encumbering the Hotel affirmatively placed on the Hotel by Seller prior to the effective date of the Title Commitment Asset (“Pre-Effective Date Seller EncumbrancesFinancing Liens”), (ii) tax liens (other than liens for taxes not yet due and payable) encumbering the Property (“Tax Liens”) and (iiiii) any liens encumbering the Hotel Property affirmatively placed on the Hotel Property by the Seller on or after the effective date of the Title Commitment November 19,2006 (“Post Effective Date Seller EncumbrancesEncumbrance”). Other than as set forth in this Agreement (including, including without limitation, limitation the first sentence of this subsection 8.3(a), and the entirety of subsection 8.3(c)), the Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Seller, at law or in equity, for the Seller’s inability to convey title subject only to the Permitted Exceptions. (b) Notwithstanding Subject to the foregoingSeller’s obligations under subsections 8.3(a) and 8.3(c), in the event that the Seller is unable to convey title subject only to the Permitted Exceptions, and the Buyer has not, prior to the Closing Date, given notice to the Seller that the Buyer is willing to waive objection to each title exception which is not a Permitted Exception, the Seller shall have the right, in the Seller’s sole and absolute discretion, to (i) take such action as the Seller shall deem advisable to attempt to discharge or cause Title Company to insure over or against each such title exception which is not a Permitted Exception or (ii) terminate this Agreement. In the event that the Seller shall elect to attempt to discharge or cause Title Company to insure over or against such title exceptions which are not Permitted Exceptions, the Seller shall proceed to attempt to discharge such title exceptions diligently and in good faith and for so long as it is so attempting to discharge such title objections shall be entitled to one or more adjournments of the Closing Date for a period not to exceed 60 days in the aggregate. If, for any reason whatsoever, the Seller has not discharged or caused Title Company to insure over or against such title exceptions which are not Permitted Exceptions prior to the expiration of the last of such adjournments, and if the Buyer is not willing to waive objection to such title exceptions, this Agreement shall be terminated as of the expiration of the last of such adjournments. In the event of a termination of this Agreement pursuant to this subsection 8.3(b), the Deposit Exxxxxx Money shall be refunded to the Buyer and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Nothing in this clause (b) shall require the Seller, despite any election by the Seller to attempt to discharge or cause Title Company to insure over or against any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Post Effective Date Seller EncumbrancesEncumbrance, and Post-Effective Date Seller Encumbrances and the Post-Post Effective Date Monetary Encumbrances (as hereinafter defined) in accordance herewithEncumbrance, Financing Liens and Tax Liens. (c) Notwithstanding the foregoing, at the Closing, in addition to releasing or causing Title Company to insure over or against any Pre-Effective Date Seller Encumbrances all Financing Liens, Tax Liens and Post Effective Date Seller Encumbrances which the Buyer does not waive its objection to pursuant to subsection Section 8.3(b), the Seller shall obtain a release of or cause Title Company to insure over or against any lien encumbering the Hotel Property on or after the effective date of the Title Commitment November 19, 2006 which may be removed or insured over solely by the payment of a sum of money which were not affirmatively placed on the Hotel by Seller (a “Post-Post Effective Date Monetary EncumbranceEncumbrances”); provided that Seller shall not be obligated to spend more than $100,000.00 250,000 in the aggregate to remove or insure over or against any Post-Effective Date Monetary Encumbrances. If any Post-Effective Date Monetary Encumbrances exceeds $100,000.00 and Seller elects not to remove same, Buyer shall have the right to satisfy the excess to clear said encumbrance or terminate this Agreement upon delivery of written notice to Seller and direct the Escrow Agent to deliver the Deposit to the Buyer, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such termination.

Delivery of Title. (a) As of At the Closing, Seller shall obtain releases of or, subject to Buyer’s consent not to be unreasonably withheld, conditioned or delayed, cause Title Company to insure over or against (i) the deeds of trust or mortgages created by Seller encumbering the Hotel mortgage and other monetary liens encumbering the Hotel affirmatively placed current financing items listed on the Hotel by Seller prior to the effective date of the Title Commitment (“Pre-Effective Date Seller Encumbrances”)Schedule 8.3(a) attached hereto, and (ii) any liens encumbering the Hotel affirmatively placed on the Hotel by Seller Property after the effective date of the Title Commitment (“Post Effective Date Seller Encumbrances”)by Seller. Other than as set forth in this Agreement (including, without limitation, the first sentence of this subsection 8.3(a), and the entirety of subsection 8.3(c))above, Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall Buyer have any right of action against Seller, at law or in equity, for Seller’s inability to convey title subject only to the Permitted Exceptions. (b) Notwithstanding the foregoing, in the event that Seller is unable to convey title subject only to the Permitted Exceptions, and Buyer has not, prior to the Closing Date, given written notice to Seller that Buyer is willing to waive objection to each title exception which is not a Permitted Exception, Seller shall have the right, in Seller’s sole and absolute discretion, to (i) take such action as Seller shall deem advisable to attempt to discharge or cause Title Company to insure over or against each such title exception which is not a Permitted Exception or (ii) terminate this Agreement. In the event that Seller shall elect to attempt to discharge or cause Title Company to insure over or against such title exceptions which are not Permitted Exceptions, Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed 60 30 days in the aggregate. If, for any reason whatsoever, Seller has not discharged or caused Title Company to insure over or against such title exceptions which are not Permitted Exceptions prior to the expiration of the last of such adjournments, and if Buyer is not willing to waive objection to such title exceptions, this Agreement shall be terminated as of the expiration of the last of such adjournments. In the event of a termination of this Agreement pursuant to this subsection 8.3(b), the Deposit Xxxxxxx Money shall be refunded to Buyer and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Nothing in this clause (b) shall require Seller, despite any election by Seller to attempt to discharge or cause Title Company to insure over or against any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date . Nothing in this clause (b) shall limit or qualify Seller’s obligations under clause (a) of this Section 8.3 or give Seller Encumbrances, and Post-Effective Date Seller Encumbrances and the Post-Effective Date Monetary Encumbrances (as hereinafter defined) in accordance herewith. (c) Notwithstanding the foregoing, at the Closing, in addition to releasing or causing Title Company to insure over or against any Pre-Effective Date Seller Encumbrances and Post Effective Date Seller Encumbrances which Buyer does not waive its objection to pursuant to subsection 8.3(b), Seller shall obtain a release of or cause Title Company to insure over or against any lien encumbering the Hotel after the effective date of the Title Commitment which may be removed or insured over solely by the payment of a sum of money which were not affirmatively placed on the Hotel by Seller (a “Post-Effective Date Monetary Encumbrance”); provided that Seller shall not be obligated to spend more than $100,000.00 in the aggregate to remove or insure over or against any Post-Effective Date Monetary Encumbrances. If any Post-Effective Date Monetary Encumbrances exceeds $100,000.00 and Seller elects not to remove same, Buyer shall have the right to satisfy adjourn the excess Closing Date or to clear said encumbrance or terminate this Agreement upon delivery as a result of written notice Seller’s failure or refusal to discharge title exceptions as to which Seller and direct the Escrow Agent is required to deliver the Deposit to the Buyer, at which time obtain releases as provided in clause (a) of this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such terminationSection 8.3.

Delivery of Title. (a) As of Notwithstanding anything to the contrary contained herein, at the Closing, Seller shall obtain releases of or, subject to Buyer’s consent not to be unreasonably withheld, conditioned or delayed, cause Title Company to insure over or against (i) the deeds of trust or mortgages created by Seller encumbering the Hotel and other monetary liens encumbering the Hotel affirmatively placed on the Hotel by Seller prior to the effective date of the Title Commitment (“Pre-Effective Date Seller Encumbrances”), and (ii) any liens encumbering the Hotel affirmatively placed on the Hotel by Seller after the effective date of the Title Commitment (“Post Effective Date Seller Encumbrances”)Monetary Objections. Other than as set forth in this Agreement (including, without limitation, the first sentence of this subsection 8.3(a), and the entirety of subsection 8.3(c))above, Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall Buyer Purchaser have any right of action against Seller, at law or in equity, for Seller’s inability to convey title subject only to the Permitted Exceptions. (b) Notwithstanding the foregoing, in the event that Seller is unable to convey title subject only to the Permitted Exceptions, and Buyer Purchaser has not, prior to the Closing Date, given written notice to Seller that Buyer Purchaser is willing to waive objection to each title exception which is not a Permitted Exception, Seller shall have the right, in Seller’s sole and absolute discretion, to (i) take such action as Seller shall deem advisable to attempt to discharge or cause Title Company to insure over or against each such title exception which is not a Permitted Exception or (ii) terminate this Agreement. In the event that Seller shall elect to attempt to discharge or cause Title Company to insure over or against such title exceptions which are not Permitted Exceptions, Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed 60 days in the aggregate. If, for any reason whatsoever, Seller has not discharged or caused Title Company to insure over or against such title exceptions which are not Permitted Exceptions prior to the expiration of the last of such adjournments, and if Buyer is not willing to waive objection to such title exceptions, this Agreement shall be terminated as of the expiration of the last of such adjournments. In the event of a termination of this Agreement pursuant to this subsection 8.3(b4.3(b), the Deposit Exxxxxx Money shall be refunded to Buyer Purchaser and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of this Agreement. Nothing in this clause (bsubsection 4.3(b) shall require Seller, despite any election by Seller to attempt to discharge or cause Title Company to insure over or against any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date . Nothing in this subsection 4.3(b) shall limit or qualify Seller’s obligations under subsection 4.3(a) or give Seller Encumbrances, and Post-Effective Date Seller Encumbrances and the Post-Effective Date Monetary Encumbrances (as hereinafter defined) in accordance herewith. (c) Notwithstanding the foregoing, at the Closing, in addition to releasing or causing Title Company to insure over or against any Pre-Effective Date Seller Encumbrances and Post Effective Date Seller Encumbrances which Buyer does not waive its objection to pursuant to subsection 8.3(b), Seller shall obtain a release of or cause Title Company to insure over or against any lien encumbering the Hotel after the effective date of the Title Commitment which may be removed or insured over solely by the payment of a sum of money which were not affirmatively placed on the Hotel by Seller (a “Post-Effective Date Monetary Encumbrance”); provided that Seller shall not be obligated to spend more than $100,000.00 in the aggregate to remove or insure over or against any Post-Effective Date Monetary Encumbrances. If any Post-Effective Date Monetary Encumbrances exceeds $100,000.00 and Seller elects not to remove same, Buyer shall have the right to satisfy adjourn the excess Closing Date or to clear said encumbrance or terminate this Agreement upon delivery as a result of written notice Seller’s failure or refusal to discharge Monetary Objections as to which Seller and direct the Escrow Agent is required to deliver the Deposit to the Buyer, at which time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such terminationobtain releases as provided in subsection 4.3(a).