GENERALITY OF THE FOREGOING, TO THE BEST
KNOWLEDGE OF PURCHASER, NO SOLID WASTE, TOXIC SUBSTANCE, CONTAMINATED MATERIAL,
ASBESTOS, OIL OR PETROLEUM PRODUCTS OR OTHER SUBSTANCES WITHIN THE SCOPE OF ANY
FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW OR ORDINANCE, INCLUDING RCRA, CERCLA
AND SARA, HAS BEEN DISPOSED OF OR OTHERWISE RELEASED ON OR TO THE PROPERTY.
TO
THE BEST KNOWLEDGE OF PURCHASER, NO POLLUTANTS OR EFFLUENTS HAVE BEEN DISCHARGED
FROM THE PROPERTY INTO ANY WATER SOURCE OR SYSTEM, INCLUDING WITHOUT LIMITATION,
THE SURFACE OR SUBSURFACE WATERS OF THE PROPERTY.
TO THE BEST KNOWLEDGE OF
PURCHASER, NO EMISSIONS HAVE BEEN DISCHARGED FROM THE PROPERTY INTO THE AIR
WHICH WOULD REQUIRE A PERMIT UNDER THE FEDERAL WATER POLLUTION CONTROL ACT, AS
AMENDED, OR THE CLEAN AIR ACT, AS AMENDED, OR ANY OTHER FEDERAL, STATE OR LOCAL
ENVIRONMENTAL LAW, REGULATION OR ORDINANCE.
TO THE BEST KNOWLEDGE OF PURCHASER,
NO UNDERGROUND STORAGE TANKS ARE LOCATED ON OR UNDER THE PROPERTY.
(5)
NO MATERIALLY ADVERSE ACTION, SUIT OR
PROCEEDING IS PENDING OR THREATENED AGAINST PURCHASER WHICH WOULD IMPAIR THE
ABILITY OF PURCHASER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
(6)
AFTER THE DATE HEREOF AND THROUGH CLOSING
OR EARLIER TERMINATION OF THIS AGREEMENT, PURCHASER SHALL MAINTAIN ALL INSURANCE
REQUIRED TO BE MAINTAINED BY IT PURSUANT TO THE 2001 LEASE.
(7)
PRIOR TO CLOSING OR EARLIER TERMINATION OF
THIS AGREEMENT, PURCHASER WILL NOT MAKE ANY MATERIAL ALTERATIONS TO THE HOTEL OR
REMOVE ANY MATERIAL AMOUNT OF PERSONAL PROPERTY THEREFROM (UNLESS THE PERSONAL
PROPERTY SO REMOVED IS PROMPTLY REPLACED WITH PERSONAL PROPERTY OF SIMILAR
QUALITY AND UTILITY).
(B)
THE PROVISIONS OF THIS SECTION SHALL SURVIVE
THE CLOSING.
7
SECTION 7.
TITLE COMMITMENT AND
SURVEY.
(A)
PURCHASER, AT ITS SOLE COST AND EXPENSE
(EXCEPT AS SET FORTH IN CLAUSE (2) BELOW), SHALL HAVE THE OPTION TO OBTAIN THE
FOLLOWING:
(1)
AN ALTA COMMITMENT FOR TITLE INSURANCE (THE
"TITLE COMMITMENT") FROM FIRST AMERICAN TITLE COMPANY, INC. (THE "TITLE
COMPANY"), 1177 KAPIOLANI BLVD., HONOLULU, HAWAII 96814, ATTENTION:
ZELMA
OSBORNE, SETTING FORTH THE STATUS OF TITLE OF THE LEASE TRACT, AND SHOWING ALL
LIENS, CLAIMS, ENCUMBRANCES, RIGHTS-OF-WAY, RESERVATIONS, RESTRICTIONS,
OUTSTANDING MINERAL INTERESTS, AND OTHER MATTERS, IF ANY, RELATING TO THE LEASE
TRACT.
(2)
A SURVEY OF THE LEASE TRACT AND THE
IMPROVEMENTS (THE "SURVEY").
(3)
CURRENT SEARCHES (THE "UCC SEARCHES"),
REFLECTING ALL UCC-1 FILINGS WHICH RELATE TO THE PROPERTY AND WHICH REFLECT
SELLER, OR ANY OTHER PERSON WHO HAS OWNED THE LEASE TRACT WITHIN THE LAST FIVE
(5) YEARS, AS "DEBTOR".
(B)
IF THE TITLE COMMITMENT, SURVEY OR THE UCC
SEARCHES, OR ANY UPDATE OF THE TITLE COMMITMENT, SURVEY OR UCC SEARCHES, SHOWS
THAT THE PROPERTY IS SUBJECT TO ANY LIEN, CLAIM, ENCUMBRANCE, RESERVATION,
RESTRICTION OR OTHER MATTER OF WHATSOEVER NATURE OTHER THAN THE PERMITTED
ENCUMBRANCES (ALL LIENS, CLAIMS, ENCUMBRANCES, RESERVATIONS, RESTRICTIONS AND
OTHER MATTERS THAT AFFECT THE PROPERTY HEREIN BEING CALLED THE "ENCUMBRANCES"),
THEN PURCHASER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AT ANY TIME
PRIOR TO CLOSING AND RECEIVE A RETURN OF THE EARNEST MONEY.
AS USED HEREIN, THE