Common use of Buyer’s Conditions for Closing Clause in Contracts

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Xxxxxxx Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Franchise Agreement shall have been terminated. (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.15.12, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 5.12 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.25.1. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer within ninety (90) days of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Franchise Management Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisors shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. Notwithstanding this Section 9.1 or any other provision of this Contract which may be otherwise construed to the contrary. (a) All of Seller’s representations and warranties of the Company and each Interest Owner contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller The Company and each Interest Owner shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Sellerthe Company and each Interest Owner, as and when required hereunder. (d) All Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. The Manager and the Company shall have entered into the New Management Agreement. The Franchisor and the Company shall have entered into the New Franchise Agreement on terms and conditions acceptable to Buyer in its sole discretion and in any event upon financial terms that are no less favorable than the Existing Franchise Agreement. (f) The Existing Management Agreement Hotel shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.be Substantially Completed. (g) Buyer and Franchisor shall have executed (obtained an as-built plat of survey of the Property as completed, dated within 30 days of the Closing Date and prepared in compliance with the then current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or Franchisor has unconditionally committed to execute) other survey matters that, in Buyer’s reasonable judgment, would materially and adversely affect the New Franchise Agreementuse, operation or value of the Property. (h) Seller Buyer shall have compliedobtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”form customarily issued in such state), each of even issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale as of the hotel properties described in Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyPermitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Lender shall have complied, in all material respects, with its obligations under approved and authorized the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale closing of the hotel properties described in assumption of the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyExisting Loan by Buyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, or which is not cured by Seller within 30 days after written notice from Buyer to Seller (provided, however, such notice and opportunity to cure shall not be applicable to Seller’s obligation to close the transaction contemplated by this Contract on the Closing Date), Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by such Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following the Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager of an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Hotel shall be Substantially Completed. (h) Any Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fi) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Franchise Agreement consistent with the form attached hereto as Exhibit E. (g) upon terms and conditions acceptable to Buyer in its sole and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreementabsolute discretion. (hj) Seller Buyer shall have compliedobtained an as-built plat of survey of the Property completed, dated within 30 days of the Closing Date and prepared in compliance with the then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters (other than the Permitted Exceptions) that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation of even date herewith and all value of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (k) The Title Company shall be committed to issue an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, and provided that Buyer is not in default, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer (or paid to Seller if Buyer is in default under this Contract) and each of the parties shall be relieved from further liability to the otherother with respect to this Contract, except as otherwise expressly provided herein, with respect if the failure is attributable to this Contracta breach or default by Seller or a matter that survives termination. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date, subject to Section 7.4. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (f) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fg) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under each case upon terms and conditions no less adverse to Buyer than what was last offered to Buyer during the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyReview Period.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties of the Company and each Interest Owner contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller The Company and each Interest Owner shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Sellerthe Company and each Interest Owner, as and when required hereunder. (d) The Lender, if any, shall have consented to the Contemplated Transactions upon terms and conditions satisfactory to Buyer, and all other Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. The New Manager and the Company shall have entered into the New Management Agreement. The Franchisor and the Company shall have entered into the New Franchise Agreement on terms and conditions acceptable to Buyer in its sole discretion and in any event upon financial terms that are no less favorable than the Existing Franchise Agreement. (f) The Existing Management Agreement Company shall have been terminated no employees and Buyer and the Manager shall neither maintain nor have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed an obligation to execute) the New Franchise Agreementcontribute to any Employee Plan. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, and provided that Buyer is not in default, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer (or paid to Seller if Buyer is in default under this Contract) and each of the parties shall be relieved from further liability to the otherother with respect to this Contract, except as otherwise expressly provided herein, with respect if the failure is attributable to this Contracta breach or default by Seller or a matter that survives termination. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date, subject to Section 7.4. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (f) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fg) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement, in each case upon terms and conditions no less adverse to Buyer than what was last offered to Buyer during the Review Period. (h) Seller The Existing Lender shall have complied, consented in all material respects, with its obligations under writing to the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertytransaction contemplated by this Contract.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (hi) Seller The Existing Lender shall have complied, in all material respects, with its obligations under approved and authorized the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale closing of the hotel properties described in assumption of the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyExisting Loan by Buyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties of the Company and each Interest Owner contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller The Company and each Interest Owner shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Sellerthe Company and each Interest Owner, as and when required hereunder. (d) All Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. The Manager and the Company shall have entered into the New Management Agreement. The Franchisor and the Company shall have entered into the New Franchise Agreement on terms and conditions acceptable to Buyer in its sole discretion and in any event upon financial terms that are no less favorable than the Existing Franchise Agreement. (f) The Existing Management Agreement Hotel shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.be Substantially Completed. (g) Buyer and Franchisor shall have executed (obtained an as-built plat of survey of the Property as completed, dated within 30 days of the Closing Date and prepared in compliance with the then current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or Franchisor has unconditionally committed to execute) other survey matters that, in Buyer’s reasonable judgment, would materially and adversely affect the New Franchise Agreementuse, operation or value of the Property. (h) Seller Buyer shall have compliedobtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”form customarily issued in such state), each of even issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale as of the hotel properties described in Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyPermitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) (Intentionally Omitted) (g) The Existing Hotel shall be Substantially Completed. (h) Seller’s interest in the Franchise Agreement shall have been terminatedassigned to Buyer (or Buyer and the Franchisor shall have entered into a new franchise agreement), as provided in Article V, and the Franchise Agreement as so assigned (or the new franchise agreement) shall be in full force and effect. (fi) The Existing Management Agreement Buyer shall have been terminated obtained an as-built plat of survey of the Property as completed, dated within 30 days of the Closing Date and prepared in compliance with the then current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in Buyer’s reasonable judgment, would materially and adversely affect the use, operation or value of the Property. (j) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions. (k) Buyer and the Manager shall have executed and delivered entered into the New Management Agreement consistent with in substantially the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.J.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. Notwithstanding this Section 9.1 or any other provision of this Contract which may be otherwise construed to the contrary, Buyer’s right to terminate this Contract shall be subject to the limitations and conditions set forth in Section 1.2 of the Master Purchase Agreement. (a) All of Seller’s representations and warranties of the Company and each Interest Owner contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller The Company and each Interest Owner shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Sellerthe Company and each Interest Owner, as and when required hereunder. (d) All Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. The Manager and the Company shall have entered into the New Management Agreement. The Franchisor and the Company shall have entered into the New Franchise Agreement on terms and conditions acceptable to Buyer in its sole discretion and in any event upon financial terms that are no less favorable than the Existing Franchise Agreement. (f) The Existing Management Agreement Hotel shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.be Substantially Completed. (g) Buyer and Franchisor shall have executed (obtained an as-built plat of survey of the Property as completed, dated within 30 days of the Closing Date and prepared in compliance with the then current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or Franchisor has unconditionally committed to execute) other survey matters that, in Buyer’s reasonable judgment, would materially and adversely affect the New Franchise Agreementuse, operation or value of the Property. (h) Seller Buyer shall have compliedobtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”form customarily issued in such state), each of even issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale as of the hotel properties described in Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyPermitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Xxxxxxx Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Each Existing Franchise Agreement shall have been terminated. (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement Agreements consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise AgreementAgreements. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date; provided, however, in the event Buyer has actual knowledge of any inaccuracy of Seller’s representations or warranties in any material respect prior to the end of the Review Period and Buyer does not object to such inaccuracy prior to the end of the Review Period, then Buyer shall be deemed to have waived its right to declare this Contract terminated as a result of such inaccuracy. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Franchisor shall have executed and delivered the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (i) Buyer and Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Existing Hotel shall be Substantially Completed. (g) Seller’s interest in the Management Agreement and the Franchise Agreement Agreement, as applicable, shall have been terminated. assigned to Buyer (f) The Existing Management Agreement shall have been terminated and or Buyer and the Manager shall have executed entered into a new management agreement and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and the Franchisor shall have executed entered into a new franchise agreement, as the case may be), as provided in Article V, and the Management Agreement and the Franchise Agreement as so assigned (or Franchisor has unconditionally committed to executethe new management agreement and the new franchise agreement, as the case may be) the New Franchise Agreementshall be in full force and effect. (h) Seller Buyer shall have compliedobtained an as-built plat of survey of the Property as completed, dated within 30 days of the Closing Date and prepared in compliance with the then current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially and adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation or value of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (i) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Subject to the laws of the jurisdiction in which the Hotel is located, all Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Lender shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith approved and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale authorized closing of the hotel properties described in assumption of the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyExisting Loan by Buyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by such Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following the Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager of an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Hotel shall be Substantially Completed. (h) Any existing management agreement and the Existing Franchise Agreement shall have been terminated. (fi) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Franchise Agreement consistent with the form attached hereto as Exhibit E. (g) upon terms and conditions acceptable to Buyer in its sole and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreementabsolute discretion. (hj) Seller Buyer shall have compliedobtained an as-built plat of survey of the Property completed, dated within 30 days of the Closing Date and prepared in compliance with the then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation of even date herewith and all value of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (k) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date; provided, however, in the event Buyer has actual knowledge of any inaccuracy of Seller’s representations or warranties in any material respect prior to the end of the Review Period and Buyer does not object to such inaccuracy prior to the end of the Review Period, then Buyer shall be deemed to have waived its right to declare this Contract terminated as a result of such inaccuracy. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Franchise Agreement shall have been terminated. (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and Franchisor the Franchisors shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise AgreementAgreements, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Loan shall have complied, in all material respects, with its obligations under been paid off by Buyer and the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller Property shall be unconditionally prepared to close on free of any liens or encumbrances other than the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyExisting Loan.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and Franchisor the Franchisors shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise AgreementAgreements, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Loan shall have complied, in all material respects, with its obligations under been defeased and the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller Property shall be unconditionally prepared free of any liens or encumbrances related to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyExisting Loan.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Franchise Agreement Hotel shall have been terminatedbe Substantially Completed. (f) The Existing Seller’s interest in the Management Agreement shall have been terminated and assigned to Buyer (or Buyer and the Manager shall have executed entered into a new management agreement), as provided in Article V, and delivered the New Management Agreement consistent as so assigned shall be in full force and effect. (g) Buyer shall have obtained an as-built plat of survey of the Property as completed, dated within 30 days of the Closing Date (which Buyer agrees to obtain at its sole cost and expense) and prepared in compliance with the then current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in Buyer’s reasonable judgment, would materially and adversely affect the use, operation or value of the Property. (h) Buyer shall have obtained (which Buyer agrees to obtain at its sole cost and expense) an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions. (i) Buyer and the Manager shall have entered into the Management Agreement(s) in substantially the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.J.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. Notwithstanding the foregoing, however, in the event the failure of any condition is not the result of Seller’s refusal or inability to perform any of its duties and obligations hereunder, the Xxxxxxx Money Deposit and any interest earned thereon shall be paid to Seller. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager (or an affiliate thereof identified to Buyer during the Review Period), at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents (if any are required) in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Existing Assignment of the Franchise Agreement or, if the Franchise Agreement is to be terminated as provided in Article V, such agreement shall have been terminatedterminated and a new franchise agreement, upon terms and conditions acceptable to Buyer, shall have been executed by the Franchisor; provided, however, if this condition has not been satisfied as of the date set for Closing pursuant to Section 10.1 hereof, Buyer and Seller may elect to mutually extend the Closing Date pursuant to Section 10.1 hereof. Notwithstanding anything contained in this Agreement to the contrary, the Closing Date (defined below) may be extended unilaterally by Buyer in the event the condition contained in this Section 9.1(f) has not been satisfied. (fg) The Existing As provided in Article V hereof, the existing management agreement shall have been terminated and the new Management Agreement shall have been terminated and Buyer and executed by the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise AgreementManager. (h) Seller All accounts, escrow, reserves and cash required to be transferred by the terms of this Contract shall have complied, in all material respects, with its obligations under been transferred to and become the thirteen (13) other purchase contracts (“Other Contracts”), each property of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyBuyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.15.12, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 5.12 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.25.1. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer within ninety (90) days of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Franchise Management Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Loan shall have compliedbeen assumed by Buyer. Provided this Contract has not been terminated, in all material respectsBuyer, with its obligations under cooperation from Seller, shall commence the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith assumption process assuming the outstanding balance and further agreeing to pay all of which are more particularly described on Exhibit K hereto; the fees and Seller costs required by said lender for the Existing Loan as soon as reasonably practicable after the expiration of the Review Period. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be unconditionally prepared extended until five business days beyond the date on which the lender grants such approval, not to close on exceed an additional 30 days. If the sale approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyDue Diligence Period.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.15.12, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 5.12 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.25.1. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer within ninety (90) days of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Franchise Management Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Loan shall have compliedbeen defeased or prepaid in full and the Property shall be free of lien of the Existing Loan. Provided this Contract has not been terminated, in all material respectsBuyer, with its obligations under cooperation from Seller, shall commence the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on defeasance process for the sale Existing Loan as soon as reasonably practicable after the expiration of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyReview Period.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (hi) Ground Lessor shall have executed and delivered to the Title Company the Ground Lease Estoppel and the Assignment of Ground Lease. (j) MBI and Seller shall have complied, in all material respects, with its obligations under executed and delivered to the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on Title company the sale termination of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertySublease.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) [References to Liquor Licenses intentionally deleted] (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have complied, in all material respectseach case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. Buyer shall diligently work to obtain the New Management Agreement such that the execution and delivery shall not unreasonably delay Closing, with its obligations under and in any event the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller New Management Agreement shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with executed by Closing on the Propertyotherwise Buyer shall waive this condition.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date; provided, however, in the event Buyer has actual knowledge of any inaccuracy of Seller’s representations or warranties in any material respect prior to the end of the Review Period and Buyer does not object to such inaccuracy prior to the end of the Review Period, then Buyer shall be deemed to have waived its right to declare this Contract terminated as a result of such inaccuracy. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, or which is not cured by Seller within 30 days after written notice from Buyer to Seller (provided, however, such notice and opportunity to cure shall not be applicable to Seller’s obligation to close the transaction contemplated by this Contract on the Closing Date), Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by such Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following the Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager of an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Hotel shall be Substantially Completed. (h) Any Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fi) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Franchise Agreement consistent with the form attached hereto as Exhibit E. (g) upon terms and conditions acceptable to Buyer in its sole and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreementabsolute discretion. (hj) Seller Buyer shall have compliedobtained an as-built plat of survey of the Property completed, dated within 30 days of the Closing Date and prepared in compliance with the then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters (other than the Permitted Exceptions) that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation of even date herewith and all value of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (k) The Title Company shall be committed to issue an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date; provided, however, in the event Buyer has actual knowledge of any inaccuracy of Seller’s representations or warranties in any material respect prior to the end of the Review Period and Buyer does not object to such inaccuracy prior to the end of the Review Period, then Buyer shall be deemed to have waived its right to declare this Contract terminated as a result of such inaccuracy. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Buyer or an Affiliate thereof, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement, upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Lender shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith approved and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale authorized closing of the hotel properties described in assumption of the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyExisting Loan by Buyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses in the name of Manager shall be in full force and effect and shall remain in full force and effect following Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Existing Franchise Agreement Escrow Funds shall have been terminateddeposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (fg) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Assumption of Management Agreement consistent with the form attached hereto as Exhibit E. (g) Agreement, or Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have compliedentered into a new management agreement with Manager, if required by Manager, in all material respectsany case upon terms and conditions acceptable to Buyer in its reasonable discretion (including, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date; provided, however, in the event Buyer has actual knowledge of any inaccuracy of Seller’s representations or warranties in any material respect prior to the end of the Review Period and Buyer does not object to such inaccuracy prior to the end of the Review Period, then Buyer shall be deemed to have waived its right to declare this Contract terminated as a result of such inaccuracy. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Franchisor shall have executed and delivered the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (i) Buyer and Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (hj) It shall be a condition of Closing that the State of Arizona approve and execute the State Documents and such other documents as necessary or required by the State of Arizona for this contemplated transaction and place them into escrow with the Escrow Agent Any estoppel certificate provided by the State of Arizona shall certify that there are no existing defaults thereunder. If the State does not approve and execute the State Documents this Contract will terminate and the Xxxxxxx Money Deposit will be refunded to Buyer. Seller makes no representations or warranties to Buyer that the State of Arizona will approve and execute the State Documents or any other related documents. Seller and Buyer shall complete and execute the State of Arizona’s Application for Assignment of Lease, Permit or Right of Way and Assumption of Interest (“Application for Assignment”) in a form reasonably acceptable to all Parties, whereby Buyer is assigned all rights of the tenant under the Ground Lease and assumes all obligations of the tenant thereunder that are first required to be performed from and after Closing it being understood and agreed that Buyer has no obligation for, and Seller shall have compliedindemnify Buyer from and against, in all material respects, with its any liabilities and obligations under the thirteen (13) Ground Lease for acts and omissions or other purchase contracts (“Other Contracts”)defaults occurring prior to Closing and Buyer shall indemnify Seller from and against, each of even date herewith any liabilities and all of which are more particularly described obligations under the Ground Lease for acts and omissions or other defaults occurring on Exhibit K hereto; and Seller shall be unconditionally prepared to close on or after the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyClosing.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date; provided, however, in the event Buyer has actual knowledge of any inaccuracy of Seller’s representations or warranties in any material respect prior to the end of the Review Period and Buyer does not object to such inaccuracy prior to the end of the Review Period, then Buyer shall be deemed to have waived its right to declare this Contract terminated as a result of such inaccuracy. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Buyer or an Affiliate thereof, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement, upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following the Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager of an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Hotel shall be Substantially Completed. (h) Any existing management agreement and the Existing Franchise Agreement shall have been terminated. (fi) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Franchise Agreement consistent with the form attached hereto as Exhibit E. (g) upon terms and conditions acceptable to Buyer in its sole and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreementabsolute discretion. (hj) Seller Buyer shall have compliedobtained an as-built plat of survey of the Property completed, dated within 30 days of the Closing Date and prepared in compliance with the then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation of even date herewith and all value of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (k) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions. (l) All FF&E Leases shall have been paid off or a credit for the remaining payments thereunder shall be made to Buyer at Closing.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date; provided, however, in the event Buyer has actual knowledge of any inaccuracy of Seller’s representations and warranties in any material respect prior to the end of the Review Period and Buyer does not object to such inaccuracy prior to the end of the Review Period, then Buyer shall be deemed to have waived its right to declare this Contract terminated as a result of such inaccuracy. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following the Closing and shall have been or shall be transferred to, or new Liquor Licenses shall be issued to, Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. If necessary, the Existing Manager shall remain in a temporary and limited capacity until the Liquor License can be transferred, or a new Liquor License can be issued to the Manager or an Affiliate. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Hotel shall be Substantially Completed. (h) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fi) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Franchise Agreement consistent upon terms and conditions acceptable to Buyer in its sole and absolute discretion; provided, however, such contingency is conditioned upon Buyer providing Seller with the form attached hereto as Exhibit E. evidence of Buyer’s submission of a franchise application to Franchisor not later than ninety (g90) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed days prior to execute) the New Franchise AgreementClosing. (hj) Seller Buyer shall have compliedobtained an as-built plat of survey of the Property completed, dated within 30 days of the Closing Date and prepared in compliance with the then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation of even date herewith and all value of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (k) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Earxxxx Xxney Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) [References to Liquor Licenses intentionally deleted] (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have complied, in all material respectseach case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. Buyer shall diligently work to obtain the New Management Agreement such that the execution and delivery shall not unreasonably delay Closing, with its obligations under and in any event the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller New Management Agreement shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with executed by Closing on the Propertyotherwise Buyer shall waive this condition.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by such Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following the Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager of an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Project shall be Substantially Completed. (h) Any existing management agreement and the Existing Franchise Agreement shall have been terminated. (fi) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Franchise Agreement consistent with the form attached hereto as Exhibit E. (g) upon terms and conditions acceptable to Buyer in its sole and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreementabsolute discretion. (hj) Seller Buyer shall have compliedobtained an as-built plat of survey of the Property completed, dated within 30 days of the Closing Date and prepared in compliance with the then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation of even date herewith and all value of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (k) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s 's right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing on each Hotel Property under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1Contract, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s 's obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s 's representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the each Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) The Existing Management Agreements shall have been terminated by Seller, and Manager shall have waived all Purchase Rights with respect to each of the Hotels, all at no cost, liability and expense to Buyer, and all pursuant to agreements in form and substance reasonably acceptable to Buyer, and Buyer shall have entered into new management agreements with Buyer's Manager on terms and conditions satisfactory to Buyer. (e) Seller shall have provided to Buyer C/O's and other Evidence of Final Completion and evidence of Land Use Compliance for each of the Hotels, all in form and substance reasonably satisfactory to Buyer. (f) The License Agreements shall have been assigned, amended and transferred to Buyer with Licensor's consent, such License Agreements, assignment, amendment and consent to be satisfactory to Buyer in form and substance, or Buyer shall have entered into new license and franchise agreements with Licensor on terms and conditions reasonably satisfactory to Buyer. (g) Third Party Consents consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Franchise Agreement shall have been terminated. (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by such Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (f) The Hotel shall be Substantially Completed. (g) Any existing management agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Franchise Agreement consistent as provided in Article V. (i) Buyer shall have obtained an as-built plat of survey of the Property completed, dated within 30 days of the Closing Date and prepared in compliance with the form attached hereto then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in Buyer’s reasonable judgment, would materially adversely affect the use, operation or value of the Property and did not exist as Exhibit E. (g) of the date that Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreementfirst received such survey. (hj) Seller Buyer shall have compliedobtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”form customarily issued in such state), each of even issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale as of the hotel properties described in Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless existing as of the Other Contracts date that Buyer first received the Title Commitment and disclosed by the Title Commitment or approved by Buyer and (“Other Properties”iv) simultaneously with Closing on no other exceptions to title other than the PropertyPermitted Exceptions and normal and customary utility and similar easements and agreements.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (f) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fg) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Agreement consistent with Franchise Agreements, approved and accepted pursuant to Article V. Notwithstanding anything contained herein to the form attached hereto as Exhibit E. contrary, in the event condition (g) of this section remains unsatisfied and the Buyer and Franchisor elects to terminate this Agreement, the Buyer shall have executed (or Franchisor has unconditionally committed pay to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith any and all of which are more particularly described on Exhibit K hereto; and costs incurred by Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on defeasing Seller’s current existing loan encumbering the Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, . each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, . observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in Pull force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing. and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and Franchisor the Franchisors shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have compliedAgreements, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.. Notwithstanding the foregoing, in the event of the failure of any condition set forth in this Section 9.1 as a result of a default by Seller beyond the cure period pursuant to Section 14.2, Buyer shall be entitled to exercise its remedies provided for in Section 14.2. Pursuant to the foregoing, Buyer’s obligations to proceed to Closing are subject to the following conditions: (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Buyer, or its Affiliate, or at Buyer’s option, the Manager or its Affiliate, at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents referred to in clause (i) of Section 8.10 in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Hotel shall be Substantially Completed. (h) The Existing Franchise Agreement shall have been terminated. (fi) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hj) Seller Buyer shall have compliedobtained an as-built plat of survey of the Property as completed, dated within thirty (30) days of the Closing Date and prepared in compliance with the then current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially and adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation or value of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (k) Buyer shall have obtained an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s leasehold interest in the Land and the Appurtenances and Buyer’s fee simple ownership in the Improvements (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. Table of Contents (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (de) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Existing Assignment of the Management Agreement and the Franchise Agreement shall have been terminated. (fwhere applicable) The Existing or, if the Management Agreement or the Franchise Agreement is to be terminated as provided in Article V, such agreement(s) shall have been terminated and Buyer a new management agreement or a new franchise agreement, upon terms and the Manager conditions acceptable to Buyer, shall have been executed and delivered by the New Management Agreement consistent with Affiliated Manager or the form attached hereto Third Party Manager or the Franchisor, as Exhibit E.applicable. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale Waiver of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyROFR by Franchisor.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (f) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fg) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and Franchisor the Franchisors shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have compliedAgreements, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Existing Assignment of the Management Agreement and the Franchise Agreement shall have been terminated. (fwhere applicable) The Existing or, if the Management Agreement or the Franchise Agreement is to be terminated as provided in Article V, such agreement(s) shall have been terminated and Buyer a new management agreement or a new franchise agreement, upon terms and the Manager conditions acceptable to Buyer, shall have been executed and delivered by the New Management Agreement consistent with Affiliated Manager or the form attached hereto Third Party Manager or the Franchisor, as Exhibit E.applicable. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared in a position to close on the sale of the hotel properties described in transactions contemplated by the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyPurchase Contracts, as and when required thereunder.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses, if any, shall be in full force and effect and shall remain in full force and effect following Closing and, to the extent permitted by applicable law or regulation, shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing, and Buyer shall have received satisfactory evidence thereof. (e) The License Agreement shall have been assigned, amended and transferred to Buyer with the consent of Licensor, such License Agreement, assignment, amendment and consent to be substantially in the form of Exhibit F-3 attached hereto and shall include, without limitation, a waiver of any right of first refusal and/or option to purchase the Property in favor of Licensor relating to or arising from the transactions contemplated by this Contract, and Seller shall have approved and paid all fees and costs in connection therewith as contemplated by Article V, above, and Buyer shall not be responsible for any costs or expenses deemed unreasonable by Buyer in connection with such assignment, amendment and/or transfer or PIP improvements. (f) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (eg) The Existing Franchise Agreement Escrow Funds shall have been terminated. (f) The Existing Management deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have been terminated and Buyer and entered into the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Post-Closing Agreement. (h) Seller The PIP Costs (as hereinafter defined) shall have complied, in all material respects, with its obligations under the thirteen not exceed One Hundred Thousand and No/100 Dollars (13$100,000.00) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller or any such excess shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with paid at Closing on the Propertyby Seller.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s Sellers’ representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Each Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by such Seller, as and when required hereunder. (d) New Liquor Licenses shall have been obtained by Buyer or the New Manager at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreements and the Existing Franchise Agreement Agreements shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Agreements and Buyer and Franchisor the Franchisors shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise AgreementAgreements, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Assumed Loan shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertybeen assumed by Buyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing on each Hotel Property under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1Contract, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 as to a Hotel Property or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option (i) to terminate declare this Contract terminated as to all of the Hotel Properties as to which a Closing has not then occurred under this Contract, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided hereinherein or (ii) to declare this Contract terminated as to only the affected Hotel Property without terminating this Contract as to the other Hotel Properties, in which case a pro rata amount of the Deposit (i.e., $500,000, plus interest thereon) for the affected Hotel Property (and the Deposit if the affected Hotel Property is the last Hotel Property to close) shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other with respect to this Contractsuch Hotel Property, except as otherwise expressly provided herein. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the each Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.210.2 with respect to such Hotel Property. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Seller shall have provided to Buyer the Evidence of Final Completion and evidence of Land Use Compliance for such Hotel Property, all in form and substance reasonably satisfactory to Buyer. (e) Third Party Consents consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Franchise Agreement shall have been terminatedBuyer with respect to such Hotel Property. (f) The Existing applicable Manager and Buyer shall have entered into a Management Agreement for such Hotel Property, and such Management Agreement shall have been terminated be in full force and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.effect. (g) Buyer and Franchisor Buyer, Buyer’s Manager or an affiliate of Buyer, as applicable, shall have executed (obtained, or Franchisor has unconditionally committed Buyer shall be reasonably satisfied of its or their ability to execute) obtain in a timely manner, all Liquor Licenses necessary or appropriate for the New Franchise Agreementoperation of such Hotel Property. (h) Seller Seller’s interest in the applicable Franchise Agreement shall have compliedbeen assigned to Buyer (or Buyer and the franchisor shall have entered into a new franchise agreement), as provided in Article V, and the Franchise Agreement as so assigned (or the new franchise agreement) shall be in full force and effect. (i) Buyer shall have obtained an as-built plat of survey of the applicable Hotel Property as completed, dated within 30 days of the Closing Date and prepared in compliance with the then current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially and adversely affect the thirteen use, operation or value of such Hotel Property. (13j) other purchase contracts Buyer shall have obtained an ALTA owner’s title insurance policy (“Other Contracts”or, if an ALTA form of policy is not customarily issued in the state in which the applicable Hotel Property is located, in the form customarily issued in such state), each of even issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the applicable Hotel Property (i) with an effective date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale as of the hotel properties described in Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyPermitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and Franchisor the Franchisors shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise AgreementAgreements, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Lender shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith approved and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale authorized closing of the hotel properties described in assumption of the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyExisting Loan by Buyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and Franchisor the Franchisors shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise AgreementAgreements, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Loan shall have complied, in all material respects, with its obligations under been assumed by Buyer and the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller Property shall be unconditionally prepared to close on free of any liens or encumbrances other than the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyExisting Loan.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during elect not to exercise the Review PeriodOption, the duties and obligations of Buyer to proceed to Closing on each Hotel Property under the terms and provisions of this Option Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1Option Contract, each of which shall be deemed material to this Option Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not Unless waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Xxxxxxx Money Deposit following shall be immediately returned to Buyer and each of the parties shall be relieved from further liability pre-conditions to the other, except as otherwise expressly provided herein, with respect to this Contract.Closing for each Hotel Property: (a) All of Seller’s representations and warranties contained in or made pursuant to this Option Contract shall be true and correct in all material respects as if made again on the each Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Option Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory Seller shall have provided to Buyer shall have been obtained C/O’s and furnished to Buyerother Evidence of Final Completion for the applicable Hotel. (e) The Existing Franchise Agreement At Buyer’s sole expense, Buyer shall have been terminated. (f) The Existing Management Agreement shall have been terminated and Buyer and obtained an irrevocable commitment directly from the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed Title Company (or Franchisor has unconditionally committed in the event the Title Company is not willing to executeissue said irrevocable commitment, then from such other national title company as may be selected by either Buyer or Seller) for issuance of an Owner’s Policy of Title Insurance to Buyer insuring good and marketable fee simple absolute title to the New Franchise Agreement. (h) Seller shall have compliedReal Property constituting part of the applicable Hotel Property, subject only to the Permitted Exceptions, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale amount of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Purchase Price for such Hotel Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date; provided, however, in the event Buyer has actual knowledge of any inaccuracy of Seller’s representations or warranties in any material respect prior to the end of the Review Period and Buyer does not object to such inaccuracy prior to the end of the Review Period, then Buyer shall be deemed to have waived its right to declare this Contract terminated as a result of such inaccuracy. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Lender shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith approved and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale authorized closing of the hotel properties described in assumption of the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyExisting Loan by Buyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Xxxxxxx Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Franchise Agreement shall have been terminated. (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.Agreement. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller All terms, conditions, restrictions and limitations relating to the sale or disposition of the Property set forth in the Existing Franchise Agreement shall have compliedbeen fully and completely satisfied and the Franchisor shall have acknowledged that Buyer is not a Competitor (as defined in the Existing Franchise Agreement) and the Franchisor waived or released any rights with respect to first offer.. (i) Fee Owner and Lessee shall terminate the operating lease with respect to the Hotel immediately prior to the Closing. (j) The University shall have executed and delivered into escrow a recordable waiver of the Notre Dame ROFO as to this transaction and shall have consented in writing to the conveyance of the Property from Seller to Buyer which consent the parties hereto acknowledge may be withheld if Buyer’s net worth is less than $50,000,000 as of the Closing Date. Buyer shall provide evidence of its net worth to the University in the form of unaudited financial statements (k) All terms, conditions, restrictions and limitations set forth in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared Existing Deed relating to close on the sale or disposition of the hotel properties described Property shall have been satisfied in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyfull as to Seller and assumed by Buyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) The Hotel shall be open for business to the public under the Brand and approved for operation and opening by the Franchisor. (j) Seller shall have complied, has informed Buyer that the Land is part of a larger parcel (the “Total Parcel”) and that Seller is in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each process of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller subdividing the Land from the Total Parcel. It shall be unconditionally prepared a condition to close Buyer’s obligation to close, notwithstanding anything contained in this Contract to the contrary, that Seller causes the Land to be legally subdivided from the Total Parcel pursuant to and in accordance with all applicable laws, rules and regulations. Seller and hereby covenants, on behalf of itself and its Affiliates, not to develop, construct and/or operate any hotel, motel or lodging facility on the sale residual parcel or any portion thereof without the prior written consent of the hotel properties described in owner of the Other Contracts (“Other Properties”Land. This Section 9.1(j) simultaneously with Closing on the Propertyshall survive Closing.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this ContractContract unless due to the default of Buyer, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (f) The Existing Franchise Agreement shall have been terminated. (fg) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (h) Seller The boundary line adjustment between Lot 12 and Lots 10 and 11, substantially in accordance with that property line shown on the plat attached hereto as Exhibit A-1, shall have compliedbeen completed and duly approved by the City of Pueblo. The Access Easement described in Exhibit A shall have been granted to the Seller as the owner of Lot 12 at closing, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all form of which are more particularly described to be agreed upon on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyor before Closing.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Earxxxx Xxney Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) [References to Liquor Licenses intentionally deleted] (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. Buyer shall diligently work to obtain the New Management Agreement such that the execution and delivery shall not unreasonably delay Closing, and in any event the New Management agreement shall be executed by Closing otherwise Buyer shall waive this condition to Closing. (hi) Seller The Hotel shall be Substantially Completed. (j) Any existing management agreement and the Existing Franchise Agreement shall have compliedbeen terminated (k) The Franchisor shall have executed and delivered the Franchise Agreement upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (l) Buyer shall have obtained an as-built plat of survey of the Property completed, dated within 30 days of the Closing Date and prepared in compliance with the then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation of even date herewith and all value of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (m) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents party consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Franchise Agreement shall have been terminated. (f) The Existing Management Agreement shall have been terminated consents of Manager and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed Mortgage Lender to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in Property and the Other Contracts (“Other Properties”) simultaneously with Closing on assumption of the PropertyManagement Agreement and the Mortgage Obligations shall have been obtained by Buyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s 's obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. Notwithstanding this Section 9.1 or any other provision of this Contract which may be otherwise construed to the contrary, Buyer’s right to terminate this Contract shall be subject to the limitations and conditions set forth in Section 1.2 of the Master Purchase Agreement. (a) All of Seller’s representations and warranties of the Company and each Interest Owner contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller The Company and each Interest Owner shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Sellerthe Company and each Interest Owner, as and when required hereunder. (d) The Lender, if any, shall have consented to the Contemplated Transactions upon terms and conditions satisfactory to Buyer, and all other Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The With respect to each Hotel, the Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. The New Manager and the Company shall have entered into the New Management Agreement for each Hotel. The Franchisor and the Company shall have entered into the New Franchise Agreement for each Hotel on terms and conditions acceptable to Buyer in its sole discretion and in any event upon financial terms that are no less favorable than the Existing Franchise Agreement for such Hotel. (f) The Existing Management Agreement Company shall have been terminated no employees and Buyer and the Manager shall neither maintain nor have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed an obligation to execute) the New Franchise Agreementcontribute to any Employee Plan. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.15.12, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 5.12 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.25.1. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer within ninety (90) days of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Franchise Management Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Loan shall have compliedbeen defeased or prepaid in full and the Properties shall be free of lien of the Existing Loan. Provided this Contract has not been terminated, in all material respectsBuyer, with its obligations under cooperation from Seller, shall commence the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on defeasance process for the sale Existing Loan as soon as reasonably practicable after the expiration of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyReview Period.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller Ground Lessor shall have complied, in all material respects, with its obligations under executed and delivered to the thirteen (13) other purchase contracts (“Other Contracts”), each Title Company the Ground Lease Estoppel and the Assignment of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyGround Lease.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s 's right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s 's obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. Notwithstanding this Section 9.1 or any other provision of this Contract which may be otherwise construed to the contrary. (a) All of Seller’s representations and warranties of the Company and each Interest Owner contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller The Company and each Interest Owner shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Sellerthe Company and each Interest Owner, as and when required hereunder. (d) All Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. The Manager and the Company shall have entered into the New Management Agreement. The Franchisor and the Company shall have entered into the New Franchise Agreement on terms and conditions acceptable to Buyer in its sole discretion and in any event upon financial terms that are no less favorable than the Existing Franchise Agreement. (f) The Existing Management Agreement Hotel shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.be Substantially Completed. (g) Buyer and Franchisor shall have executed (obtained an as-built plat of survey of the Property as completed, dated within 30 days of the Closing Date and prepared in compliance with the then current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or Franchisor has unconditionally committed to execute) other survey matters that, in Buyer’s reasonable judgment, would materially and adversely affect the New Franchise Agreementuse, operation or value of the Property. (h) Seller Buyer shall have compliedobtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”form customarily issued in such state), each of even issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale as of the hotel properties described in Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyPermitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review PeriodPeriod with respect to any of the Hotels, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract with respect to any of the Hotels, are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this ContractContract with respect to any of the Hotels, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated with respect to any such Hotel, in which case the Xxxxxxx Money Deposit with respect to such Hotel, and any interest thereon, shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s the representations and warranties of the Seller of such Hotel contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Each such Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by such Seller, as and when required hereunder. (d) Intentionally Omitted. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) Buyer’s Escrow Funds shall have been deposited in the escrow account pursuant to the Buyer’s Post-Closing Agreement and the parties thereto shall have entered into the Buyer’s Post-Closing Agreement. (g) The Existing Management Agreements and the Existing Franchise Agreement Agreements shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Agreements and Buyer and Franchisor the Franchisors shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise AgreementAgreements, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller shall The loans (other than an Assumed Existing Loan) for any such Hotel have compliedbeen paid-off, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertydefeased or assumed as applicable.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Exxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. Notwithstanding the foregoing, with respect in the event of the failure of any of any condition set forth in this Section 9.1 as a result of a default by Seller pursuant to this ContractSection 14.2, Buyer shall be entitled to exercise its remedies provided for in such Section 14.2. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents referred to in clause (i) of Section 8.3 in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (f) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fg) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Existing Franchise Agreement Escrow Funds shall have been terminateddeposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (f) The Existing Management Hotel shall be Substantially Completed. (g) Seller’s interest in the Franchise Agreement shall have been terminated and assigned to Buyer with the consent of the Franchisor (or Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed entered into a new Franchise Agreement), and the Franchise Agreement as so assigned (or Franchisor has unconditionally committed to executethe new franchise agreement) the New Franchise Agreementshall be in full force and effect. (h) Seller shall have compliedobtained the As-Built Survey, and such As-Built Survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially and adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation or value of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (i) Title Company shall be in a position to issue the Title Policy pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions. (j) The Hotel is fully furnished, fitted and equipped and ready to open for business to the public and to operate under the Brand in accordance with the Franchisor’s and the Manager’s requirements (including specifically with Supplies at not less than a 2-Par level), and the Franchisor and the Manager shall have authorized the opening of the Hotel for business to the public.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (f) The Hotel shall be Substantially Completed. (g) Any existing management agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Franchise Agreement consistent with the form attached hereto as Exhibit E. (g) upon terms and conditions acceptable to Buyer in its sole and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreementabsolute discretion. (hi) Seller Buyer shall have compliedobtained an as-built plat of survey of the Property completed, dated within 30 days of the Closing Date and prepared in compliance with the then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation of even date herewith and all value of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (j) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, of each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) (Intentionally Omitted) (g) The Existing Hotel shall be Substantially Completed. (h) Seller’s interest in the Franchise Agreement shall have been terminatedassigned to Buyer (or Buyer and the Franchisor shall have entered into a new franchise agreement), as provided in Article V, and the Franchise Agreement as so assigned (or the new franchise agreement) shall be in full force and effect. (fi) The Existing Management Agreement Buyer shall have been terminated obtained an as-built plat of survey of the Property as completed, dated within 30 days of the Closing Date and prepared in compliance with the then current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in Buyer’s reasonable judgment, would materially and adversely affect the use, operation or value of the Property. (j) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions. (k) Buyer and the Manager shall have executed and delivered entered into the New Management Agreement consistent with in substantially the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.J.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and Franchisor the Franchisors shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have compliedAgreements, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this ContractContract (other than any such failure resulting from Seller’s default for which Buyer shall have the remedies set forth in Section 14.2 and 14.3), which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Existing Franchise Agreement CD shall have been terminatedpurchased in accordance with Section 8.9 of this Contract. (fg) The At Buyer’s option, the Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered entered into the New Management Agreement consistent with or the form attached hereto as Exhibit E. (g) Buyer and Franchisor Existing Management Agreement shall have executed (or Franchisor has unconditionally committed been assigned to execute) the New Franchise AgreementBuyer upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (h) Seller At Buyer’s option, the Existing Franchise Agreement shall have complied, been terminated and Buyer and the Franchisor shall have entered into the New Franchise Agreement or the Existing Franchise Agreement shall have been assigned to Buyer upon terms and conditions acceptable to Buyer in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and Franchisor the Franchisors shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. Buyer shall proceed in good faith to and use its best efforts to obtain said agreements. (hi) Seller Ground Lessor shall have complied, in all material respects, with its obligations under executed and delivered to the thirteen (13) other purchase contracts (“Other Contracts”), each Title Company the Ground Lease Estoppel and the Assignment of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyGround Lease.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) (Intentionally Omitted) (g) The Existing Hotel shall be Substantially Completed. (h) Seller’s interest in the Franchise Agreement shall have been terminatedassigned to Buyer (or Buyer and the Franchisor shall have entered into a new franchise agreement), as provided in Article V, and the Franchise Agreement as so assigned (or the new franchise agreement) shall be in full force and effect. (fi) The Existing Management Agreement Buyer shall have been terminated obtained an as-built plat of survey of the Property as completed, dated within 30 days of the Closing Date and prepared in compliance with the then current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in Buyer’s reasonable judgment, would materially and adversely affect the use, operation or value of the Property. (j) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics” and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions. (k) Buyer and the Manager shall have executed and delivered entered into the New Management Agreement consistent with in substantially the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.J.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Subject to the laws of the jurisdiction in which the Hotel is located, all Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. (hi) Seller The Existing Lender shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith approved and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale authorized closing of the hotel properties described in defeasance of the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyExisting Loan by Buyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Subject to the laws of the jurisdiction in which the Hotel is located, all Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement and any related guarantys shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) and Buyer and the Franchisor shall have executed (or Franchisor has unconditionally committed to execute) and delivered the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses in the name of Manager shall be in full force and effect and shall remain in full force and effect following Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Existing Franchise Agreement Escrow Funds shall have been terminateddeposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (fg) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Assumption of Management Agreement consistent with the form attached hereto as Exhibit E. (g) Agreement, or Buyer and Franchisor shall have executed entered into a new management agreement with Manager, if required by Manager, in any case upon terms and conditions acceptable to Buyer in its reasonable discretion (or Franchisor has unconditionally committed including, without limitation, such terms and conditions as may be required to execute) the New Franchise Agreementaccommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller The Hotel shall be unconditionally prepared substantially complete and shall be open for business to close on the sale public in accordance with all applicable Legal Requirements and as permitted by the Manager. (i) Seller has provided Title Company with all necessary documents, indemnities and information sufficient to enable Title Company to issue the Title Policy to Buyer free of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyany mechanics’ or materialmen’s liens or exceptions therefor.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date; provided, however, in the event Buyer has actual knowledge of any inaccuracy of Seller’s representations or warranties in any material respect prior to the end of the Review Period and Buyer does not object to such inaccuracy prior to the end of the Review Period, then Buyer shall be deemed to have waived its right to declare this Contract terminated as a result of such inaccuracy. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement. (h) Seller shall have complied, in all material respects, with each case upon terms and conditions acceptable to Buyer in its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith sole and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Propertyabsolute discretion.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated and receive a full refund of the Deposit, in which case the Xxxxxxx Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by such Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (e) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (f) The Hotel shall be Substantially Completed. (g) Any existing management agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Franchise Agreement consistent with the form attached hereto as Exhibit E. (g) upon terms and conditions acceptable to Buyer in its sole and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreementabsolute discretion. (hi) Seller Buyer shall have compliedobtained an as-built plat of survey of the Property completed, dated within 30 days of the Closing Date and prepared in compliance with the then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in all material respectsBuyer’s reasonable judgment, with its obligations under would materially adversely affect the thirteen (13) other purchase contracts (“Other Contracts”)use, each operation of even date herewith and all value of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property. (j) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by Buyer, (iv) with no liens or monetary encumbrances and (iv) with no other exceptions to title other than the Permitted Exceptions. (k) The Property shall be free of any known, suspected or recognized environmental conditions that would reasonably be expected to pose a significant environmental issue of concern to be addressed by a property owner, operator or lender currently applicable environmental laws and regulations.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Third Party Consents in form and substance reasonably satisfactory to Buyer and Seller shall have been obtained and furnished to Buyer. (e) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (f) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fg) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E. (g) Franchise Agreement, upon terms and conditions acceptable to Buyer and Franchisor in its reasonable discretion. Buyer shall have executed (or Franchisor has unconditionally committed use reasonable diligence to execute) obtain the New Franchise AgreementAgreement prior to Closing. (h) Seller The Existing Lender shall have complied, in all material respects, with its obligations under approved and authorized the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale closing of the hotel properties described in assumption of the Other Contracts (“Other Properties”) simultaneously with Closing on the PropertyExisting Loan by Buyer.

Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate declare this ContractContract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2. (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. (d) Intentionally Deleted. (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer. (ef) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. (g) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. (fh) The Existing Management Agreement shall have been terminated and Buyer and the Manager Franchisor shall have executed and delivered the New Management Franchise Agreement consistent with the form attached hereto as Exhibit E. (g) upon terms and conditions acceptable to Buyer in its sole and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreementabsolute discretion. (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.