BEEN OWNED, DEVELOPED,
MARKETED OR SOLD BY KIMPTON. SELLER IS AUTHORIZED TO USE THE HOTEL PALOMAR
TRADEMARK AND RELATED TRADEMARKS PURSUANT TO A LICENSE AGREEMENT FROM KIMPTON TO
SELLER.
1.4
LOAN DOCUMENTS. THE PARTIES FURTHER ACKNOWLEDGE THAT THE PROPERTY
IS CURRENTLY ENCUMBERED BY LIENS AND SECURITY INTERESTS SECURING A LOAN (THE
"LOAN") DESCRIBED IN THAT CERTAIN CONSTRUCTION LOAN AGREEMENT DATED AS OF
SEPTEMBER 30, 2005 (THE "LOAN AGREEMENT"), BETWEEN CREDIT UNION LIQUIDITY
SERVICES, LLC, A TEXAS LIMITED LIABILITY COMPANY, FORMERLY KNOWN AS TEXANS
COMMERCIAL CAPITAL, LLC ("LENDER"), AND EVIDENCED BY THAT CERTAIN PROMISSORY
NOTE DATED AS OF SEPTEMBER 30, 2005 (THE "NOTE") IN THE ORIGINAL PRINCIPAL
AMOUNT OF $34,047,458.00, EXECUTED BY SELLER AND PAYABLE TO THE ORDER OF LENDER.
THE INDEBTEDNESS EVIDENCED BY THE NOTE IS SECURED BY, AMONG OTHER
1
THINGS (A) THAT CERTAIN AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT,
FINANCING STATEMENT, AND ASSIGNMENT OF RENTAL, DATED SEPTEMBER 30, 2005 (THE
"DEED OF TRUST"), EXECUTED BY BORROWER TO JOEL B. FOX AND/OR JOHN C. O'SHEA, AS
TRUSTEE FOR THE BENEFIT OF LENDER, COVERING THE PROPERTY DESCRIBED THEREIN AND
RECORDED OCTOBER 4, 2005 AS INSTRUMENT NO. 200503532798, OFFICIAL RECORDS OF
DALLAS COUNTY, TEXAS, AND (B) THAT CERTAIN ABSOLUTE ASSIGNMENT OF LEASES AND
RENTS FROM BORROWER TO LENDER, DATED SEPTEMBER 30, 2005 (THE "ASSIGNMENT"),
COVERING THE PROPERTY DESCRIBED THEREIN AND RECORDED AS INSTRUMENT
NO. 200503532799, OFFICIAL RECORDS OF DALLAS COUNTY, TEXAS. FOR PURPOSES HEREOF,
THE LOAN AGREEMENT, THE NOTE, THE DEED OF TRUST, AND THE ASSIGNMENT, AS SAME MAY
HAVE BEEN AMENDED, AND ALL OTHER DOCUMENTS EVIDENCING OR SECURING THE LOAN, AS
SAME MAY HAVE BEEN AMENDED, ARE REFERRED TO AS THE "LOAN DOCUMENTS"
1.5
PERMITTED EXCEPTIONS. THE PROPERTY SHALL BE CONVEYED SUBJECT TO THE
CONDOMINIUM DOCUMENTS, THE LOAN DOCUMENTS, AND SUBJECT TO THE MATTERS THAT ARE,
OR ARE DEEMED TO BE, PERMITTED EXCEPTIONS PURSUANT TO ARTICLE II HEREOF (HEREIN
REFERRED TO COLLECTIVELY AS THE "PERMITTED EXCEPTIONS").
1.6
PURCHASE PRICE. THE PURCHASE PRICE FOR THE PROPERTY SHALL BE TWENTY
FIVE MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($25,400,000.00)
("PURCHASE PRICE").
1.7
PAYMENT OF PURCHASE PRICE. SELLER AND PURCHASER AGREE THAT THE
PURCHASE PRICE SHALL BE PAID AS FOLLOWS:
(A)
A PORTION OF THE PURCHASE PRICE EQUAL TO FIVE MILLION EIGHTY
THOUSAND DOLLARS ($5,080,000) (THE "CASH PAYMENT") SHALL BE PAID BY PURCHASER IN
IMMEDIATELY AVAILABLE FUNDS AT CLOSING, IT BEING AGREED THAT THE CASH PAYMENT
SHALL BE DELIVERED TO LENDER AND APPLIED TOWARDS PAYMENT OF THE LOAN;
(B)
THE BALANCE OF THE PURCHASE PRICE SHALL BE PAID PURSUANT TO A
FINANCING ARRANGEMENT ("PURCHASE-MONEY FINANCING") AGREED UPON BY SELLER AND
PURCHASER AND APPROVED BY LENDER DURING THE INSPECTION PERIOD (AS HEREINAFTER
DEFINED), IT BEING AGREED THAT THE LIENS AND SECURITY INTERESTS CREATED BY AND
SET FORTH IN THE LOAN DOCUMENTS SHALL CONTINUE TO ENCUMBER THE PROPERTY AFTER
CLOSING. THE PURCHASE MONEY FINANCING DOCUMENTS SHALL INCLUDE THE FOLLOWING
BUSINESS TERMS: (I) THE MATURITY DATE OF THE PURCHASE MONEY FINANCING WILL BE
EIGHTEEN (18) MONTHS AFTER THE CLOSING (AS HEREINAFTER DEFINED); (II)