THE
PRINCIPAL AMOUNT OF THE PURCHASE MONEY FINANCING SHALL ACCRUE INTEREST AT THE
RATE OF SEVEN PERCENT (7%) PER ANNUM, WITH PURCHASER TO PAY INSTALLMENTS OF
INTEREST ONLY UNTIL MATURITY. IN ADDITION, THE PURCHASE MONEY FINANCING
DOCUMENTS WILL INCLUDE A SUBORDINATE DEED OF TRUST ON THE PROPERTY AND OTHER
LOAN DOCUMENTS CONTAINING CUSTOMARY PROVISIONS, INCLUDING SPECIFICALLY, WITHOUT
LIMITATION, PROVISIONS TO THE EFFECT THAT ANY LEASES OF THE PROPERTY ARE SUBJECT
TO THE APPROVAL OF SELLER AND THAT THE PROPERTY WILL BE OPERATED IN A FIRST
CLASS MANNER. WITHOUT LIMITING THE MANNER IN WHICH THE PURCHASE MONEY FINANCING
ARRANGEMENT MAY BE STRUCTURED, SELLER AND PURCHASER AGREE THAT THE FOLLOWING
FINANCING OPTIONS WILL BE CONSIDERED: (A) STRUCTURING THE PURCHASE MONEY
FINANCING AS "WRAP" FINANCING THAT INCLUDES THE PRINCIPAL AMOUNT OF THE LOAN AND
IS SECURED BY A SUBORDINATE LIEN IN FAVOR OF SELLER, OR (B) STRUCTURING THE
PURCHASER MONEY FINANCING AS AN ASSUMPTION OF THE LOAN BY PURCHASER WITH A
SUBORDINATE LIEN IN FAVOR OF SELLER. THE PURCHASE MONEY FINANCING WILL BE
SUBJECT TO OBTAINING ANY REQUIRED APPROVALS FROM LENDER AND FROM BANK OF
AMERICA, N.A. ("HOTEL LENDER"), WHICH HOLDS A LIEN ON, AMONG OTHER PROPERTY, THE
HOTEL UNIT, AS WELL AS EXECUTION OF SATISFACTORY INTERCREDITOR AGREEMENTS.
1.8
EARNEST MONEY. WITHIN FIVE (5) DAYS AFTER THE EFFECTIVE DATE,
PURCHASER SHALL DEPOSIT WITH FEDERAL TITLE, INC. (THE "TITLE COMPANY"), HAVING
ITS OFFICE AT 1700 ALMA DRIVE, SUITE 405, PLANO, TEXAS 75075, ATTENTION: KEVIN
KERR, THE SUM OF ONE HUNDRED THOUSAND DOLLARS ($100,000) (THE "FIRST DEPOSIT")
IN GOOD FUNDS, EITHER BY CERTIFIED BANK OR CASHIER'S CHECK OR BY FEDERAL WIRE
TRANSFER. IF PURCHASER DOES NOT EXERCISE THE RIGHT TO TERMINATE THIS AGREEMENT
IN ACCORDANCE WITH SECTION 2.4 OR
2
SECTION 3.3 HEREOF, PURCHASER SHALL, ON OR BEFORE THE LAST DATE OF THE
INSPECTION PERIOD (AS SUCH TERM IS DEFINED IN SECTION 3.1 HEREOF), DEPOSIT WITH
THE TITLE COMPANY THE ADDITIONAL SUM OF ONE HUNDRED THOUSAND DOLLARS ($100,000)
(THE "SECOND DEPOSIT") IN GOOD FUNDS, EITHER BY CERTIFIED BANK OR CASHIER'S
CHECK OR BY FEDERAL WIRE TRANSFER AS AN ADDITIONAL DEPOSIT UNDER THIS AGREEMENT.
THE TITLE COMPANY SHALL HOLD THE FIRST DEPOSIT AND THE SECOND DEPOSIT IN AN
INTEREST-BEARING ACCOUNT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT. THE FIRST DEPOSIT AND THE SECOND DEPOSIT, TOGETHER WITH ALL INTEREST
EARNED ON SUCH SUMS, ARE HEREIN REFERRED TO COLLECTIVELY AS THE "EARNEST MONEY."
ALL INTEREST ACCRUING ON SUCH SUMS SHALL BECOME A PART OF THE EARNEST MONEY AND
SHALL BE DISTRIBUTED AS EARNEST MONEY IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT. IF PURCHASER FAILS TO DELIVER THE SECOND DEPOSIT TO THE TITLE COMPANY
WITHIN THE TIME PERIOD SPECIFIED ABOVE, THIS AGREEMENT SHALL TERMINATE
AUTOMATICALLY ON THE LAST DAY OF THE INSPECTION PERIOD, TITLE COMPANY SHALL
DELIVER THE EARNEST MONEY TO SELLER PROMPTLY THEREAFTER AND NEITHER PARTY SHALL
HAVE ANY FURTHER RIGHTS, OBLIGATIONS OR LIABILITIES HEREUNDER EXCEPT TO THE
EXTENT THAT ANY RIGHT, OBLIGATION OR LIABILITY SET FORTH HEREIN EXPRESSLY
SURVIVES TERMINATION OF THIS