Common use of Title to the Real Property Clause in Contracts

Title to the Real Property. Effective as of the Closing Date, but conditioned upon the Close of Escrow, Title Insurer shall issue to Purchaser for each Property Title Insurer’s 2006 A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (“Title Policy”), with the liability under the Title Policies to be in an aggregate amount equal of the Purchase Price, insuring the fee title in Real Property as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”). (a) All general and special property taxes and assessments not yet delinquent, and all improvement and assessment bonds; (b) Supplemental taxes, if any, assessed as a result of the sale of the Real Property and the Improvements by Seller to Purchaser; (c) Subject to the provisions of Section 4.4 hereof, all liens, covenants, conditions, restrictions, easements, rights of way, and all other exceptions to title as referenced in the Title Commitments, except monetary liens and encumbrances (except as caused by Purchaser) which Seller shall remove at or prior to the Close of Escrow; (d) Subject to Section 4.4 hereof, all exceptions to title disclosed by the Surveys (and any updates thereto) of the Real Property for the Title Policy (including, without limitation, easements, encroachments and zoning); (e) Guests of the Hotels in the ordinary course of business and rights of parties in possession not shown by the public records, but only with respect to those which Purchaser has actual knowledge thereof prior to expiration of the Due Diligence Period or has consented to thereafter; (f) Governmental laws, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Real Property or any part thereof, including, without limitation, zoning ordinances (and amendments and additions relating thereto) and the Americans with Disabilities Act of 1990, as amended; (g) Any exceptions created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Real Property by Purchaser or by its agents, employees and/or contractors; and (h) All preprinted exceptions and exclusions contained in the Title Policies not customarily removed upon receipt by the Title Company of its standard seller’s affidavit as to liens and possession through the Close of Escrow, to be provided by Seller. Purchaser shall have the right to obtain from Title Insurer such endorsements to the Title Policies and/or such additional liability protection as Purchaser may elect to obtain; provided, however, that Purchaser’s ability to obtain such title endorsements and/or such additional liability protection shall not be a condition precedent to Purchaser’s obligations hereunder and shall not extend or delay the Close of Escrow; provided further, however, that Seller shall execute and deliver to the Title Insurer such certified organizational documents and consents, affidavits, agreements, and undertakings (including, without limitation, gap undertakings), as may be required by the Title Insurer in order to issue the Title Policies with affirmative coverage over mechanics liens. Purchaser shall be solely responsible for negotiating with Title Insurer with respect to the Title Policies and/or with respect to such title endorsements and/or such additional liability protection as may be requested by Purchaser, if any. With respect to each Property, Seller will deliver to Purchaser a copy of any survey of the Real Property in its possession, without warranty, and Purchaser shall be solely responsible for, and shall assume the risk of, obtaining a survey (or updating Seller’s survey) of the Real Property (“Survey”) acceptable to Title Insurer for purposes of issuing the Title Policy.

Title to the Real Property. 4.2.1 Effective as of the Closing Date, but conditioned upon the Close of EscrowClosing, Title Insurer Escrow Agent shall issue to Purchaser for each Property Title InsurerEscrow Agent’s 2006 A.L.T.A. Owner’s Policy of Title Insurance 2006 Form (standard or if not available, the local equivalent) (extended coverage, if and to the extent available) (“Title Policy”), with the liability under the each Title Policies Policy to be in an aggregate amount equal of to the Allocated Purchase PricePrice for such Property, insuring the fee title or ground lessee’s interest, as the case may be, in such Real Property as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”).): (a) All general and special property taxes and assessments not yet delinquent, due and all improvement and assessment bondsowing; (b) Supplemental taxes, if any, Any supplemental property taxes assessed as a result of the sale of the Real Property and the Improvements by Seller to Purchaser; (c) Subject to the provisions of Section 4.4 hereof, all All liens, covenants, conditions, restrictions, easements, rights of way, and all other exceptions to title as referenced in the Title CommitmentsOfficial Records in existence as of the Effective Date or approved by Purchaser prior to the expiration of the Due Diligence Period (in accordance with the terms of Section 4.3.1 below); provided, except monetary liens and encumbrances (except as caused by Purchaser) which however, that Seller shall remove at or prior to the Close Closing Date (with use of Escrowthe Purchase Price, at Seller’s option) all of the Existing Liens (except as may be caused by Purchaser or if and to the extent assumed by Purchaser as set forth in Section 4.2.3 below); (d) Subject to Section 4.4 hereof, all All exceptions to title in existence as of the Effective Date and disclosed by or in the Surveys Survey (and any updates thereto) of the Real Property for the Title Policy (including, without limitation, easements, encroachments and zoning)) or that would have been disclosed had Purchaser obtained the Survey, or any other matters approved by Purchaser prior to Closing; (e) Guests of the Hotels in the ordinary course of business and rights Rights of parties in possession (including residents of the Facility), easements, or claims of easements not shown by the public records, but only with respect to those which Seller has provided copies of the applicable leases or documents to Escrow Agent and to Purchaser has actual knowledge thereof prior to expiration of with the Due Diligence Period or has consented to thereafterMaterials as provided herein; (f) Governmental laws, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Real Property or any part thereof, including, without limitation, zoning ordinances (and amendments and additions relating thereto) and the Americans with Disabilities Act of 1990, as amended;; and (g) Any exceptions created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Real Property by Purchaser or by its agents, employees and/or contractors; and. (h) All preprinted exceptions and exclusions contained in the Title Policies not customarily removed upon receipt by the Title Company of its standard seller’s affidavit as to liens and possession through the Close of Escrow, to be provided by Seller. 4.2.2 Purchaser shall have the right right, at Purchaser’s sole cost and expense, to obtain from Title Insurer Escrow Agent such endorsements to the Title Policies and/or such additional liability protection as Purchaser may elect to obtain; provided, however, that Purchaser’s ability to obtain such title endorsements and/or such additional liability protection shall not be a condition precedent to Purchaser’s obligations hereunder and shall not extend or delay the Close of Escrow; provided further, however, that Seller shall execute and deliver to the Title Insurer such certified organizational documents and consents, affidavits, agreements, and undertakings (including, without limitation, gap undertakings), as may be required by the Title Insurer in order to issue the Title Policies with affirmative coverage over mechanics liensClosing. Purchaser shall be solely responsible for negotiating with Title Insurer Escrow Agent with respect to the Title Policies Policy and/or with respect to such title endorsements and/or such additional liability protection as may be requested by Purchaser, if any. With respect to each Property, Seller will deliver to Purchaser a copy of any survey of the Real Property in its possession, without warranty, and Purchaser shall be solely responsible for, and shall assume the risk of, obtaining a survey (or updating Seller’s Sellers’ survey) of the Real Property (“Survey”) acceptable to Title Insurer Escrow Agent for purposes of issuing the Title Policy. 4.2.3 Purchaser shall assume, at Purchaser’s sole risk, cost, and expense, the existing Xxxxxx Xxx loan (the “Xxxxxx Mae Debt”) currently encumbering fifteen (15) of the Properties under terms and conditions reasonably acceptable to Purchaser, Sellers, and Xxxxxx Xxx; provided, however, that the terms of the assumption of the Xxxxxx Mae Debt shall be deemed to be acceptable to Purchaser if it provides for Purchaser to be subject to substantially the same economic terms and conditions as currently contained in Sellers’ existing loan documents and guaranties, and Purchaser will pay all reasonable costs of the assumption, including without limitation, an increase in the interest rate, payment of points, and/or a loan curtailment. The parties acknowledge and agree that the Xxxxxx Xxx Debt currently encumbers a sixteenth property (the “Sixteenth Property”) that is not one of the Properties. On the Closing Date, Sellers shall cause the portion of the Xxxxxx Mae debt applicable to the Sixteenth Property to be deducted from the balance of the Xxxxxx Xxx Debt to be assumed by Purchaser and the Xxxxxx Mae Debt shall not be cross-defaulted with the Sixteenth Property. Purchaser also shall have the right, at Purchaser’s sole risk, cost, and expense, to assume any one or more of the other existing loans on the remaining Properties, provided that Purchaser gives Sellers written notice of the assumption of such other loans within ten (10) business days after the Effective Date. With respect to the assumption of any loans, including the Xxxxxx Xxx Debt, it is expressly understood and agreed that (a) Purchaser shall be solely responsible for obtaining the applicable lender’s consent to any loan assumption and for the coordination thereof, and (except in relation to the assumption of the Xxxxxx Mae Debt as provided above) the Closing shall not be subject to, contingent upon, nor delayed by any loan assumption(s), (b) Purchaser shall pay all fees, costs, and expenses in connection with any loan assumption(s), (c) any assumption shall include an affirmative release of the applicable Sellers and their respective Affiliates by the lender of all liabilities and obligations in connection with such assumed loan(s) and any guarantees or indemnities in connection therewith, in form and substance acceptable to Sellers (collectively, the “Releases”), and (d) if Purchaser assumes any portion of Sellers’ loans in accordance with the terms hereof, then the Purchase Price shall be reduced solely by the principal and interest one or more Sellers would otherwise have been obligated to pay as of the Cut-Off Time. Sellers shall reasonably cooperate with Purchaser in connection with any assumption pursuant to the terms hereof, all at no cost or risk to Sellers.

Title to the Real Property. Effective as of the Closing DateClose of Escrow, but conditioned upon the Close of Escrow, Title Insurer shall issue to Purchaser for each Property Title Insurer’s 2006 A.L.T.A. C.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (the “Title Policy”), with liability in the liability under the Title Policies to be in an aggregate amount equal of the Purchase Price, insuring Price for the fee title in Real Property insuring title therein as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”). (a) All general and special property taxes and assessments not yet due and payable or if due and payable not yet delinquent, and all improvement and assessment bondsbonds with respect to the Real Property; (b) Supplemental taxes, if any, taxes assessed as a result of the sale of the Real Property and the Improvements by Seller to PurchaserPurchaser pursuant to the provisions of California Revenue and Taxation Code Chapter 3.5 (commencing with Section 75); (c) Subject to the provisions of Section 4.4 hereof, all All liens, covenants, conditions, restrictions, easements, rights of way, and all other exceptions to title as referenced in the Title CommitmentsCommitment, except monetary liens and encumbrances (except as other than caused by Purchaser) which Seller shall remove at or prior to the Close of Escrow; (d) Subject to Section 4.4 hereof, all All exceptions to title disclosed by or in, or arising from or in connection with, the Surveys Survey (and any updates thereto) of the Real Property for the Title Policy (including, without limitation, easements, encroachments and zoning); (e) Guests of All security interests recorded in connection with the Hotels in the ordinary course of business and rights Contracts; (f) Rights of parties in possession not shown by the public records, easements or claims of easements not shown by the public records, but only with respect to those which Purchaser has actual knowledge thereof prior to expiration of the Due Diligence Period or has consented to thereafterthereof; (fg) Governmental laws, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Real Property or any part thereof, including, without limitation, zoning ordinances (and amendments and additions relating thereto) and the Americans with Disabilities Act of 1990, as amended, and any and all other matters, known or unknown, relating to the Property, or its condition, use, value or operation; (gh) Any exceptions created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Real Property by Purchaser or by its agents, employees and/or contractors; and (hi) All preprinted exceptions and exclusions contained in the Title Policies not Policy, except those customarily removed upon receipt deleted by an owner’s affidavit. At Purchaser’s election, the Title Company Policy shall be an A.L.T.A. Owner’s Policy of its standard sellerTitle Insurance (extended coverage); provided, however, subject to Section 8.2(d) hereof, that Purchaser’s affidavit as ability to liens obtain an A.L.T.A. Owner’s Policy of Title Insurance (extended coverage) shall not be a condition precedent to Purchaser’s obligations hereunder and possession through shall not extend the Closing Date or delay the Close of Escrow. In addition, to be provided by Seller. Purchaser shall have the right to obtain from Title Insurer such endorsements to the Title Policies Policy and/or such additional liability protection as Purchaser may elect to obtain; provided, however, that Purchaser’s ability to obtain such title endorsements and/or such additional liability protection shall not be a condition precedent to Purchaser’s obligations hereunder and shall not extend or delay the Close of Escrow; provided further, however, that Seller shall execute and deliver to the Title Insurer such certified organizational documents and consents, affidavits, agreements, and undertakings (including, without limitation, gap undertakings), as may be required by the Title Insurer in order to issue the Title Policies with affirmative coverage over mechanics liens. Purchaser shall be solely responsible for negotiating with Title Insurer with respect to the such A.L.T.A. Owner’s Policy of Title Policies Insurance (extended coverage) and/or with respect to such title endorsements and/or such additional liability protection as may be requested by Purchaser, if any. With respect to each Property, Seller will deliver to Purchaser a copy of any the latest survey of the Real Property in its possession, without warranty, and Purchaser shall be solely responsible for, and shall assume the risk of, obtaining a survey (or updating Seller’s survey) of the Real Property (the “Survey”) acceptable to Title Insurer for purposes of issuing the Title Policy.. Seller will also deliver to Title Insurer an owner’s affidavit in customary form in connection with the issuance of the Title Policy

Title to the Real Property. Effective as of the Closing Date, but conditioned upon the Close of Escrow, Title Insurer shall issue to Purchaser for each Property Title Insurer’s 2006 A.L.T.A. C.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (“Title Policy”), with the liability under the Title Policies to be in an aggregate amount equal of the Purchase Price, insuring the fee title in Real Property as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”). (a) All AH general and special property taxes and assessments not yet delinquent, and all improvement and assessment bonds; (b) Supplemental taxes, if any, taxes assessed as a result of the sale of the Real Property and the Improvements by Seller to PurchaserPurchaser pursuant to the provisions of California Revenue and Taxation Code Chapter 3.5 (commencing with Section 75); (c) Subject to the provisions of Section 4.4 hereof, all liens, covenants, conditions, restrictions, easements, rights of way, and all other exceptions to title as referenced in the Title CommitmentsCommitment, except monetary liens and encumbrances (except the Existing Indebtedness, but subject to the provisions of this Section 4.2, and except as caused by Purchaser) which Seller shall remove at or prior to the Close of Escrow; (d) Subject to Section 4.4 hereof, all All exceptions to title disclosed by the Surveys Survey (and any updates thereto) of the Real Property for the Title Policy (including, without limitation, easements, encroachments and zoning)) and not objected to by Purchaser as provided in this Agreement; (e) Guests of The Existing Indebtedness; (f) All security interests recorded in connection with the Hotels Contracts, provided all indebtedness accruing under such security interest up to the Closing Date shall be paid in the ordinary course of business and rights full by Seller; (g) Rights of parties in possession not shown by the public records, easements or claims of easements not shown by the public records, but only with respect to those which Purchaser has actual knowledge thereof prior to expiration of the Due Diligence Period or has consented to thereafterthereof; (fh) Governmental laws, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Real Property or any part thereof, including, without limitation, zoning ordinances (and amendments and additions relating thereto) and the Americans with Disabilities Act of 1990, as amended; (gi) Any exceptions created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Real Property by Purchaser or by its agents, employees and/or contractors; and (hj) All preprinted exceptions and exclusions contained in the Title Policies Policy. At Purchaser’s election, each Title Policy shall be an A.L.T.A. Owner’s Policy of Title Insurance (extended coverage); provided, however, that Purchaser’s ability to obtain an A.L.T.A. Owner’s Policy of Title Insurance (extended coverage) for each Property shall not customarily removed upon receipt by be a condition precedent to Purchaser’s obligations hereunder and shall not extend the Title Company of its standard seller’s affidavit as to liens and possession through Closing Date or delay the Close of Escrow. In addition, to be provided by Seller. Purchaser shall have the right to obtain from Title Insurer such endorsements to the Title Policies and/or such additional liability protection as Purchaser may elect to obtain; provided, however, that Purchaser’s ability to obtain such title endorsements and/or such additional liability protection shall not be a condition precedent to Purchaser’s obligations hereunder and shall not extend or delay the Close of Escrow; provided further, however, that Seller shall execute and deliver to the Title Insurer such certified organizational documents and consents, affidavits, agreements, and undertakings (including, without limitation, gap undertakings), as may be required by the Title Insurer in order to issue the Title Policies with affirmative coverage over mechanics liens. Purchaser shall be solely responsible for negotiating with Title Insurer with respect to the such A.L.T.A. Owner’s Policy of Title Policies Insurance (extended coverage) and/or with respect to such title endorsements and/or such additional liability protection as may be requested by Purchaser, if any. With respect to each Property, Seller will deliver to Purchaser a copy of any survey of the Real Property in its possession, without warranty, and Purchaser shall be solely responsible for, and shall assume the risk of, obtaining a survey (or updating Seller’s survey) of the Real Property (“Survey”) acceptable to Title Insurer for purposes of issuing the Title Title.Policy.