Common use of CONDITION OF THE PROPERTY; REPRESENTATIONS Clause in Contracts

CONDITION OF THE PROPERTY; REPRESENTATIONS. (a) PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ANY PERSON ACTING ON BEHALF OF SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY DIRECT OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT, REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT, CONTRACTOR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER, SELLER RELATED PARTIES AND ALL OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER THAN PURCHASER) SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE "EXCULPATED PARTIES") HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTIES, THE PERMITTED USE OF THE PROPERTIES OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTIES THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTIES, OR OTHERWISE RELATING TO THE PROPERTIES OR THE TRANSACTIONS CONTEMPLATED HEREIN. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES THAT ALL MATERIALS WHICH HAVE BEEN PROVIDED BY ANY OF THE EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OF THE OTHER EXCULPATED PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER IS ACQUIRING THE PROPERTIES BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTIES AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, OR ANY OF THE OTHER EXCULPATED PARTIES, EXCEPT FOR THE REPRESENTATIONS AND COVENANTS EXPRESSLY SET FORTH HEREIN. PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS DUE DILIGENCE AND AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. DOC ID - 21031260.28 (b) PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING THE PROPERTIES "AS IS" AND "WITH ALL FAULTS", BASED UPON THE CONDITION (PHYSICAL OR OTHERWISE) OF THE PROPERTIES AS OF THE DATE OF THIS AGREEMENT, REASONABLE WEAR AND TEAR AND, SUBJECT TO THE PROVISIONS OF SECTIONS 12 AND 13 OF THIS AGREEMENT, LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY EXCEPTED. PURCHASER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE SUBJECT TO ANY FINANCING CONTINGENCY OR OTHER CONTINGENCIES OR SATISFACTION OF CONDITIONS AND PURCHASER SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT OR RECEIVE A RETURN OF ANY PORTION OF THE DEPOSIT (OR THE ACCRUED INTEREST THEREON) EXCEPT AS EXPRESSLY PROVIDED FOR IN ANY PROVISION OF THIS AGREEMENT THAT EXPRESSLY PROVIDES FOR THE RETURN OF THE DEPOSIT TO PURCHASER. (c) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (AS UPDATED BY THE REPRESENTATION UPDATE), PURCHASER HEREBY IRREVOCABLY RELEASES SELLER AND ALL SELLER RELATED PARTIES FROM ALL CLAIMS WHICH PURCHASER OR ANY PARTY CLAIMING BY, THROUGH OR UNDER PURCHASER HAS OR MAY HAVE AS OF THE CLOSING ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY, THE FRANCHISE AGREEMENTS, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION AND ANY ENVIRONMENTAL CONDITIONS, AND PURCHASER SHALL NOT LOOK TO ANY SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THE FOREGOING RELEASE SHALL NOT BE APPLICABLE TO ANY AGREEMENT, REPRESENTATION OR WARRANTY OF SELLER FOR THE BENEFIT OF PURCHASER TO THE EXTENT EXPRESSLY CONTAINED IN THIS AGREEMENT. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION AND, IN THAT REGARD, PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS AND BENEFITS IT MAY NOW HAVE OR HEREAFTER ACQUIRE UNDER CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." PURCHASER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS. BY ITS INITIALS BELOW, PURCHASER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF SECTIONS 11 (a)-(c). DOC ID - 21031260.28 DOC ID - 21031260.28 (d) Each Seller hereby represents and warrants to Purchaser jointly and severally as of the Effective Date as follows (each, a "Representation" and collectively, the "Representations"); provided, however, that none of the following Representations or any other representation of Sellers contained in this Agreement (to the extent they specifically relate to Individual Properties) shall apply to the Specified Hotels if Chatham LP or any of its Affiliates is the Purchaser thereunder:

CONDITION OF THE PROPERTY; REPRESENTATIONS. (a) PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTAGREEMENT AND/OR IN ANY DOCUMENTS AND/OR INSTRUMENTS EXECUTED AND DELIVERED BY OR ON BEHALF OF SELLER IN CONNECTION WITH THIS AGREEMENT (THE “EXPRESS REPRESENTATIONS”), NEITHER SELLER, NOR ANY PERSON ACTING ON BEHALF OF SELLER, NOR ANY - 19 – PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY DIRECT OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT, REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT, CONTRACTOR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER, SELLER RELATED PARTIES AND ALL OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER THAN PURCHASER) SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE "EXCULPATED PARTIES") HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO (I) THE PROPERTIESPROPERTY AND THE EXCESS DEVELOPMENT RIGHTS, (II) THE PERMITTED USE OF THE PROPERTIES PROPERTY AND THE EXCESS DEVELOPMENT RIGHTS OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTIES PROPERTY AND THE EXCESS DEVELOPMENT RIGHTS THEREWITH, (III) THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTIESPROPERTY AND THE EXCESS DEVELOPMENT RIGHTS, (IV) THE AVAILABILITY OR AMOUNT OF ANY TAX CREDITS, OR OTHERWISE RELATING TO THE PROPERTIES PROPERTY OR THE EXCESS DEVELOPMENT RIGHTS OR THE TRANSACTIONS CONTEMPLATED HEREIN, (V) THE PHYSICAL CONDITION OF THE PROPERTY, (VI) THE CONDITION OF TITLE TO THE PROPERTY, AND (VII) ANY ENVIRONMENTAL MATTERS WITH RESPECT TO THE PROPERTY, INCLUDING THE PRESENCE OR ABSENCE OF ANY SO-CALLED “HAZARDOUS SUBSTANCES” OR “HAZARDOUS MATERIALS” AS THE SAME MAY BE DEFINED OR UNDERSTOOD TO EXIST UNDER ANY FEDERAL, STATE OR MUNICIPAL LAW, RULE, REGULATION OR ORDINANCE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES THAT THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS, ALL MATERIALS WHICH HAVE BEEN PROVIDED BY ANY OF THE EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OF THE OTHER EXCULPATED PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER IS ACQUIRING THE PROPERTIES PROPERTY AND THE EXCESS DEVELOPMENT RIGHTS BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTIES PROPERTY AND THE EXCESS DEVELOPMENT RIGHTS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, OR ANY OF THE OTHER EXCULPATED PARTIES, EXCEPT FOR THE REPRESENTATIONS AND COVENANTS EXPRESSLY SET FORTH HEREIN. PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS DUE DILIGENCE AND AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. DOC ID - 21031260.28AND THE EXPRESS REPRESENTATIONS. (b) EXCEPT FOR THE EXPRESS REPRESENTATIONS, PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING THE PROPERTIES PROPERTY AND THE EXCESS DEVELOPMENT RIGHTS "AS IS" AND "WITH ALL FAULTS", BASED UPON THE CONDITION (PHYSICAL OR OTHERWISE) OF THE PROPERTIES PROPERTY AND THE EXCESS DEVELOPMENT RIGHTS AS OF THE - 20 – DATE OF THIS AGREEMENT, REASONABLE WEAR AND TEAR AND, SUBJECT TO THE PROVISIONS OF SECTIONS 12 AND 13 OF THIS AGREEMENT, LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY EXCEPTED. PURCHASER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE SUBJECT TO ANY FINANCING CONTINGENCY OR OTHER CONTINGENCIES OR SATISFACTION OF CONDITIONS AND PURCHASER SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT OR RECEIVE A RETURN OF ANY PORTION OF THE DEPOSIT (OR THE ACCRUED INTEREST THEREON) EXCEPT AS EXPRESSLY PROVIDED FOR IN ANY PROVISION OF THIS AGREEMENT THAT EXPRESSLY PROVIDES FOR THE RETURN OF THE DEPOSIT TO PURCHASER. (c) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (AS UPDATED BY THE REPRESENTATION UPDATE)With respect to the Property, PURCHASER HEREBY IRREVOCABLY RELEASES SELLER AND ALL SELLER RELATED PARTIES FROM ALL CLAIMS WHICH PURCHASER OR ANY PARTY CLAIMING BYbut expressly excluding Seller’s Retained Property, THROUGH OR UNDER PURCHASER HAS OR MAY HAVE AS OF THE CLOSING ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY, THE FRANCHISE AGREEMENTS, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION AND ANY ENVIRONMENTAL CONDITIONS, AND PURCHASER SHALL NOT LOOK TO ANY SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THE FOREGOING RELEASE SHALL NOT BE APPLICABLE TO ANY AGREEMENT, REPRESENTATION OR WARRANTY OF SELLER FOR THE BENEFIT OF PURCHASER TO THE EXTENT EXPRESSLY CONTAINED IN THIS AGREEMENT. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION AND, IN THAT REGARD, PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS AND BENEFITS IT MAY NOW HAVE OR HEREAFTER ACQUIRE UNDER CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." PURCHASER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS. BY ITS INITIALS BELOW, PURCHASER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF SECTIONS 11 (a)-(c). DOC ID - 21031260.28 DOC ID - 21031260.28 (d) Each Seller hereby represents and warrants to Purchaser jointly and severally as of the Effective Date date of this Agreement and as of Closing as follows (each, each a "Representation" "): (i) Seller has full power and collectivelyauthority to enter into and perform this Agreement in accordance with its terms. This Agreement and all documents executed by Seller which are to be delivered to Purchaser are, and at the time of Closing will be, duly authorized, executed and delivered by Seller, and at the time of Closing will be the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, and do not and, at the time of Closing will not, violate any provision of any agreement or judicial order to which Seller, the "Representations"); providedProperty or Lot 58 is subject. (ii) On the Closing Date, howeverthe Property shall be vacant and there shall be no Leases in effect. (iii) On the Closing Date, that none the Property shall not be subject to any Contracts. (iv) Except as set forth on Schedule E attached hereto, there is no action, suit, litigation, hearing or administrative proceeding pending against Seller, or, to Seller's knowledge, threatened with respect to all or any portion of the following Representations Premises or Lot 58 in each case which is not or would not be covered by insurance or which would have a material adverse effect on the proposed use or operation of Premises by Purchaser. (v) There are no condemnation or eminent domain proceedings pending, or to Seller's knowledge, threatened against the Premises or Lot 58. (vi) There are no collective bargaining, union or employment contracts or agreements (written or oral) affecting the Property and there are no employees of Seller, at the Property or otherwise, who, by reason of any applicable law, or by reason of any collective bargaining, union or other employment contract or agreement, written or otherwise, or any other representation reason whatsoever, would become employees of Sellers contained Purchaser as a result of the purchase of the Property by Purchaser or for whom Purchaser would be responsible. By its execution of this Agreement, Purchaser is not expressly or implicitly assuming any liability, obligation, cost or expense whatsoever with respect to any employment contract, employee benefit plan or arrangement, employment policy or practice, collective bargaining agreement, union contract, employment related claims whether based on statute, common law, tort or otherwise or any other liability relating in any way to employees. (vii) No party other than Purchaser has any conditional or unconditional right and/or option to purchase all or any portion of the Property or Lot 58. (viii) Except as set forth on Schedule D attached hereto, no proceedings for certiorari or other proceedings to determine or contest the assessed valuation of the Property have been filed and are pending. (ix) Except as set forth on Schedule E attached hereto, Seller has not received any written notice from any governmental authority or neighboring, upgradient or downgradient property owner or other third party regarding any non‑compliance with or violation of any environmental laws with respect to the Property or Lot 58 or the presence or release of hazardous substances in, on, under, or from, the Property or Lot 58, and during the Seller’s ownership of the Property and Lot 58, Seller has not caused any release or a threatened release of hazardous substances to or from the Property or Lot 58. (x) Seller is not listed in Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit or Support Terrorism, as amended (“Executive Order 13224”), and Seller has no present, actual knowledge that any other persons or entities holding any legal or beneficial interest whatsoever in Seller are included in, owned by, controlled by, knowingly acting for or on behalf of, knowingly providing assistance, support, sponsorship or services of any kind to, or otherwise knowingly associated with any of the persons or entities referred to or described in Executive Order 13224, or banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control. (xi) Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended, or any regulations promulgated thereunder. (xii) Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy in the past ten (10) years or suffered the filing of an involuntary petition by Seller’s creditors, suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets, suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, admitted in writing its inability to pay its debts as they generally come due or made an offer of settlement, extension or composition to its creditors generally. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent. (xiii) Seller has not transferred, or entered into any agreement or option to transfer, the extent they specifically relate Excess Development Rights or Lot 58 to Individual Propertiesany other person and/or entity. (xiv) Seller, during the pendency of this Agreement, shall apply to not undertake any action and/or enter into any agreement which would reduce the Specified Hotels if Chatham LP or any amount of its Affiliates is the Purchaser thereunder:Excess Development Rights currently existing for Lot 58.

CONDITION OF THE PROPERTY; REPRESENTATIONS. (a) (i) PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ANY PERSON ACTING ON BEHALF OF SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS MATERIALS, IF ANY, REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY DIRECT OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT, REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT, CONTRACTOR, BROKER, SALESPERSON, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER, SELLER RELATED PARTIES AND ALL OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER THAN PURCHASER) SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE "“EXCULPATED PARTIES"”) HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTIESPROPERTY, THE PERMITTED USE OR DEVELOPMENT OF THE PROPERTIES PROPERTY OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTIES PROPERTY THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTIESPROPERTY, OR OTHERWISE RELATING TO THE PROPERTIES PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, . (ii) PURCHASER FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ALL MATERIALS WHICH HAVE BEEN PROVIDED BY ANY OF THE EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OF THE OTHER EXCULPATED PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. . (iii) PURCHASER IS ACQUIRING THE PROPERTIES PROPERTY BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTIES PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION (ORAL OR WRITTEN) PROVIDED BY SELLER, OR ANY OF THE OTHER EXCULPATED PARTIES, EXCEPT FOR THE REPRESENTATIONS AND COVENANTS EXPRESSLY SET FORTH HEREIN. PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS DUE DILIGENCE AND AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. DOC ID - 21031260.28 (b) PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING THE PROPERTIES "AS IS" AND "WITH ALL FAULTS", BASED UPON THE CONDITION (PHYSICAL OR OTHERWISE) OF THE PROPERTIES AS OF THE DATE OF THIS AGREEMENT, REASONABLE WEAR AND TEAR AND, SUBJECT TO THE PROVISIONS OF SECTIONS 12 AND 13 OF THIS AGREEMENT, LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY EXCEPTED. PURCHASER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE SUBJECT TO ANY FINANCING CONTINGENCY OR OTHER CONTINGENCIES OR SATISFACTION OF CONDITIONS AND PURCHASER SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT OR RECEIVE A RETURN OF ANY PORTION OF THE DEPOSIT (OR THE ACCRUED INTEREST THEREON) EXCEPT AS EXPRESSLY PROVIDED FOR IN ANY PROVISION OF THIS AGREEMENT THAT EXPRESSLY PROVIDES FOR THE RETURN OF THE DEPOSIT TO PURCHASER. (c) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (AS UPDATED BY THE REPRESENTATION UPDATE), PURCHASER HEREBY IRREVOCABLY RELEASES SELLER AND ALL SELLER RELATED PARTIES FROM ALL CLAIMS WHICH PURCHASER OR ANY PARTY CLAIMING BY, THROUGH OR UNDER PURCHASER HAS OR MAY HAVE AS OF THE CLOSING ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY, THE FRANCHISE AGREEMENTS, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION AND ANY ENVIRONMENTAL CONDITIONS, AND PURCHASER SHALL NOT LOOK TO ANY SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THE FOREGOING RELEASE SHALL NOT BE APPLICABLE TO ANY AGREEMENT, REPRESENTATION OR WARRANTY OF SELLER FOR THE BENEFIT OF PURCHASER TO THE EXTENT EXPRESSLY CONTAINED IN THIS AGREEMENT. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION AND, IN THAT REGARD, PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS AND BENEFITS IT MAY NOW HAVE OR HEREAFTER ACQUIRE UNDER CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." PURCHASER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS. BY ITS INITIALS BELOW, PURCHASER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF SECTIONS 11 (a)-(c). DOC ID - 21031260.28 DOC ID - 21031260.28 (d) Each Seller hereby represents and warrants to Purchaser jointly and severally as of the Effective Date as follows (each, a "Representation" and collectively, the "Representations"); provided, however, that none of the following Representations or any other representation of Sellers contained in this Agreement (to the extent they specifically relate to Individual Properties) shall apply to the Specified Hotels if Chatham LP or any of its Affiliates is the Purchaser thereunder:

CONDITION OF THE PROPERTY; REPRESENTATIONS. (a) PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ANY PERSON ACTING ON BEHALF OF SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY DIRECT OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT, REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT, CONTRACTOR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER, SELLER RELATED PARTIES AND ALL OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER THAN PURCHASER) SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE "EXCULPATED “SELLER PARTIES"”) HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTIESPROPERTY, THE PERMITTED USE OF THE PROPERTIES PROPERTY OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTIES PROPERTY THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTIESPROPERTY, OR OTHERWISE RELATING TO THE PROPERTIES PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES THAT ALL MATERIALS WHICH HAVE BEEN PROVIDED BY ANY OF THE EXCULPATED SELLER PARTIES HAVE BEEN PROVIDED PROVIDED, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OF THE OTHER EXCULPATED SELLER PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER IS ACQUIRING THE PROPERTIES PROPERTY BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTIES PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, SELLER OR ANY OF THE OTHER EXCULPATED SELLER PARTIES, EXCEPT FOR THE REPRESENTATIONS AND COVENANTS EXPRESSLY SET FORTH HEREIN. SUBJECT TO THE TERMS OF THE FOREGOING SENTENCE, PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS DUE DILIGENCE AND AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. DOC ID - 21031260.28INFORMATION. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT IT TENANT IS THE WHOLLY OWNED SUBSIDIARY OF, OR IS OTHERWISE AFFILIATED WITH, PURCHASER AND, AS SUCH, PURCHASER IS PURCHASING THE PROPERTIES "PROPERTY “AS IS" ” AND "“WITH ALL FAULTS"”, BASED UPON THE CONDITION (PHYSICAL OR OTHERWISE) OF THE PROPERTIES PROPERTY AS OF THE DATE OF THIS AGREEMENTAGREEMENT AND AS OF THE CLOSING, REASONABLE WEAR AND TEAR AND, SUBJECT TO THE PROVISIONS OF SECTIONS 12 AND SECTION 13 OF THIS AGREEMENT, LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY EXCEPTED. PURCHASER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE SUBJECT TO ANY FINANCING CONTINGENCY OR OTHER CONTINGENCIES OR SATISFACTION OF CONDITIONS AND PURCHASER SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT OR RECEIVE A RETURN OF THE DEPOSIT. NOTHING IN THIS PARAGRAPH IS INTENDED TO CONSITUTE A WAVIER BY PURCHASER OF ANY PORTION OF THE DEPOSIT (OR THE ACCRUED INTEREST THEREON) EXCEPT AS EXPRESSLY PROVIDED FOR IN ANY PROVISION OF ITS RIGHTS AND REMEIDES UNDER THIS AGREEMENT THAT EXPRESSLY PROVIDES FOR THE RETURN AS TO ANY OF THE DEPOSIT TO PURCHASERSELLER’S REPRERESNTATIONS OR WARRANTIES CONTAINED HEREIN. (c) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (AS UPDATED BY THE REPRESENTATION UPDATE), PURCHASER HEREBY IRREVOCABLY RELEASES SELLER AND ALL SELLER RELATED PARTIES FROM ALL CLAIMS WHICH PURCHASER OR ANY PARTY CLAIMING BY, THROUGH OR UNDER PURCHASER HAS OR MAY HAVE AS OF THE CLOSING ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY, THE FRANCHISE AGREEMENTS, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION AND ANY ENVIRONMENTAL CONDITIONS, AND PURCHASER SHALL NOT LOOK TO ANY SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THE FOREGOING RELEASE SHALL NOT BE APPLICABLE TO ANY AGREEMENT, REPRESENTATION OR WARRANTY OF SELLER FOR THE BENEFIT OF PURCHASER TO THE EXTENT EXPRESSLY CONTAINED IN THIS AGREEMENT. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION AND, IN THAT REGARD, PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS AND BENEFITS IT MAY NOW HAVE OR HEREAFTER ACQUIRE UNDER CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." PURCHASER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS. BY ITS INITIALS BELOW, PURCHASER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF SECTIONS 11 (a)-(c). DOC ID - 21031260.28 DOC ID - 21031260.28 (d) Each Seller hereby represents and warrants to Purchaser jointly and severally as of that the Effective Date as follows following (each, each a "“Representation" ” and collectively, the "“Representations"”) are true and correct as of the date hereof and, except as provided in Section 10(b)(i) with respect to the representations in Section 11(c)(vii), (ix), (xii) and (xiii), shall be true and correct as of the Closing Date (it being agreed that such exceptions shall in no way limit Seller’s obligations under Section 9(a) hereof); provided, however, that none if, prior to Closing, any of the following Representations Representations, although true and correct when made, becomes untrue or incorrect as a result of a breach or default by Tenant under the Sotheby’s Lease, the same shall not be a default by Seller of this Section 11(c): (i) Seller has full power and authority to enter into and perform this Agreement in accordance with its terms and this Agreement and all documents executed by Seller which are to be delivered to Purchaser at Closing are, and at the time of Closing will be, duly authorized, executed and delivered by Seller and are, and at the time of Closing will be the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. (ii) Except for any injunction issued in connection with the matters described on Schedule D hereto, the execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not (x) conflict with or violate any judgment, order, writ, injunction or decree of any court or governmental or quasi-governmental entity with jurisdiction over Seller or the Property, including, without limitation, the United States of America, the State of New York or any political subdivision of either of the foregoing, or any decision or ruling of any arbitrator to which Seller is a party or by which Seller or the Property is bound or affected or (y) violate or constitute a default under any material document or instrument to which Seller is a party or is bound or any of Seller’s limited partnership formation or governing documents. (iii) Seller is a limited partnership validly existing under the laws of the State of Delaware. (iv) Seller is not a “foreign person” as defined in the Internal Revenue Code Section 1445. (v) Exhibit 17 attached hereto and made a part hereof contains a true, correct and complete copy of the Loan Agreement (as defined on Schedule C hereto) and the First Amendment (as defined on Schedule C hereto), which Loan Agreement as modified by the First Amendment has not been further unmodified and is in full force and effect. Without limiting the foregoing, the copies of the Loan Documents, as set forth on Schedule C hereto, furnished by Seller to Purchaser prior to the date hereof are true, correct and complete copies of the Loan Documents, including all exhibits and schedules thereto. Other than as set forth on Schedule C hereto, there are no material agreements, instruments or other representation documents evidencing or securing the Existing Financing, including any amendments or modifications thereto. (vi) To Seller’s knowledge, except as set forth on Schedule D hereto, there are no material actions, suits or proceedings (including landlord/tenant proceedings) pending or threatened in writing which, if adversely determined, could be reasonably expected to (x) prohibit Seller from, or materially delay or interfere with Seller’s right and ability in respect of, consummating the transaction contemplated hereby in accordance with the terms of Sellers contained this Agreement, or (y) materially adversely affect title to the Property. (vii) Seller has not received any written notice of any pending or threatened condemnation affecting the Property. (viii) Seller has not (x) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (y) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceedings, to hold, administer and/or liquidate all or substantially all of its property, or (z) made an assignment for the benefit of creditors. (ix) Neither Xxxxxxx Xxxxx, personally (“Xxxxx”) nor Xxx Xxxxx, personally (“Xxxxx”; Xxxxx and Xxxxx, collectively, the “Seller Principals”) has (x) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (y) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceedings, to hold, administer and/or liquidate all or substantially all of its property, or (z) made an assignment for the benefit of creditors. (x) Neither Seller nor any person, group, entity or nation that Seller is acting, directly or indirectly for, or on behalf of, is named by any executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity, or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Seller is not engaging in the transactions contemplated by this Agreement, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation. Seller is not engaging in the transactions contemplated by this Agreement, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering, or predicate crimes to money laundering. Seller has and will continue to implement procedures, and has consistently and will continue to consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times prior to Closing. (xi) The REMIC Prohibition Period (as defined in the Loan Agreement) has expired. (xii) To Seller’s Actual Knowledge, no Event of Default (as defined in the Loan Agreement) has occurred and is continuing under the Loan Agreement. (xiii) The representations set forth in Section 3 of the Security Agreement are true and correct. Any and all uses of the phrase, “to Seller’s Actual Knowledge” or other references to Seller’s knowledge in this Agreement (or in any Seller estoppel certificate or other document delivered by Seller pursuant to the extent they specifically relate terms of this Agreement), shall mean the actual knowledge of Xxxxx and/or Xxxxx (collectively, the “Seller Knowledge Individual”) as to a fact at the time given without any investigation or inquiry. Without limiting the foregoing, Purchaser acknowledges that the Seller Knowledge Individual Propertieshas not performed and is not obligated to perform any investigation or review of any files or other information in the possession of Seller, or to make any inquiry of any persons, or to take any other actions in order to confirm the accuracy of the representations and warranties of Seller set forth in this Agreement. Neither the actual, present, conscious knowledge of any individual or entity other than a Seller Knowledge Individual, nor the constructive (but not actual) knowledge of the Seller Knowledge Individual, shall constitute “actual knowledge” of a Seller Knowledge Individual. If the representation of Seller in Section 11(c)(xiii) was untrue when made or becomes untrue after the date hereof, same shall not be deemed a misrepresentation by Seller, provided that the applicable representation in Section 3 of the Security Agreement is timely cured pursuant to Section 7(b) thereof. The representations and warranties of Seller contained in this Section 11(c) shall apply survive the Closing for one hundred eighty (180) days following the Closing Date (the “Limitation Period”). Each such representation and warranty shall automatically be null and void and of no further force and effect on the 180th day following the Closing Date unless, prior to such 180th day, Purchaser shall have provided Seller with a notice alleging that Seller is in breach of such representation or warranty and specifying in reasonable detail the Specified Hotels if Chatham LP or nature of such breach. Purchaser’s sole remedy (subject to Section 11(f)) following the Closing with respect to a breach by Seller of any of its Affiliates is representations and warranties herein shall be to commence a legal proceeding against Seller alleging that Seller shall be in breach of such representation or warranty and that Purchaser shall have suffered damages as a result thereof (a “Proceeding”), which Proceeding must be commenced, if at all, within sixty (60) days after the expiration of the Limitation Period. If Purchaser thereunder:shall have timely commenced a Proceeding and a court of competent jurisdiction shall, pursuant to a final, non-appealable order in connection with such Proceeding, determine that (1) Seller was in breach of the applicable representation or warranty as of the date hereof or, as updated by Seller pursuant to Section 10(b)(i) hereof, on the Closing

CONDITION OF THE PROPERTY; REPRESENTATIONS. (a) PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ANY PERSON ACTING ON BEHALF OF SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY DIRECT OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT, REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT, CONTRACTOR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER, SELLER RELATED PARTIES AND ALL OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER THAN PURCHASER) SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE "EXCULPATED PARTIES") HAS HAVE MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING INCLUDING, WITHOUT LIMITATION LIMITATION, WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTIESPROPERTY, THE PERMITTED USE OF THE PROPERTIES PROPERTY OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTIES PROPERTY THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTIESPROPERTY, OR OTHERWISE RELATING TO THE PROPERTIES PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. PURCHASER FURTHER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED SET FORTH IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES THAT ALL MATERIALS WHICH HAVE BEEN PROVIDED BY ANY OF THE EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OF THE OTHER EXCULPATED PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER IS ACQUIRING THE PROPERTIES PROPERTY BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTIES PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, OR ANY OF THE OTHER EXCULPATED PARTIES, EXCEPT FOR THE REPRESENTATIONS AND COVENANTS EXPRESSLY SET FORTH HEREIN. PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS DUE DILIGENCE AND AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION EXCEPT AS FOR THE REPRESENTATIONS EXPRESSLY PROVIDED IN THIS AGREEMENTSET FORTH HEREIN. DOC ID - 21031260.28 (b) PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING THE PROPERTIES PROPERTY "AS IS" AND "WITH ALL FAULTS", BASED UPON THE CONDITION (PHYSICAL OR OTHERWISE) OF THE PROPERTIES PROPERTY AS OF THE DATE OF THIS AGREEMENT, REASONABLE WEAR AND TEAR AND, SUBJECT TO THE PROVISIONS OF SECTIONS 12 AND 13 OF THIS AGREEMENT13, LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY EXCEPTED. PURCHASER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE SUBJECT TO ANY FINANCING CONTINGENCY OR OTHER CONTINGENCIES OR SATISFACTION OF CONDITIONS AND PURCHASER SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT OR RECEIVE A RETURN OF ANY PORTION OF THE DEPOSIT (OR THE ACCRUED INTEREST THEREON) EXCEPT AS EXPRESSLY PROVIDED FOR IN ANY PROVISION SECTIONS 6(b), 10(e), 12(a)(ii), 13(a)(ii) AND 20(b) OF THIS AGREEMENT AGREEMENT. PURCHASER ACKNOWLEDGES AND AGREES THAT EXPRESSLY PROVIDES FOR THE RETURN SECTION 25359.7 OF THE DEPOSIT CALIFORNIA HEALTH AND SAFETY CODE REQUIRES OWNERS OF NON-RESIDENTIAL REAL PROPERTY WHO KNOW, OR HAVE REASONABLE CAUSE TO PURCHASERBELIEVE, THAT ANY RELEASE OF HAZARDOUS SUBSTANCES HAS COME TO BE LOCATED ON OR BENEATH THE REAL PROPERTY TO PROVIDE WRITTEN NOTICE OF SAME TO A BUYER OF THE REAL PROPERTY. SELLER HAS MADE AVAILABLE TO PURCHASER PRIOR TO THE EFFECTIVE DATE ENVIRONMENTAL REPORTS AND CORRESPONDENCE (HEREINAFTER, THE "ENVIRONMENTAL REPORTS") THAT IDENTIFY AND/OR DESCRIBE RELEASES OF HAZARDOUS MATERIALS (DEFINED BELOW) ON AND/OR ABOUT THE PROPERTY, IF ANY. BY EXECUTION OF THIS AGREEMENT, PURCHASER (A) ACKNOWLEDGES ITS RECEIPT OF THE FOREGOING NOTICE GIVEN PURSUANT TO SECTION 25359.7 OF THE CALIFORNIA HEALTH AND SAFETY CODE, (B) IS FULLY AWARE OF THE MATTERS DESCRIBED IN THE ENVIRONMENTAL REPORTS AND (C) AFTER RECEIVING ADVICE OF ITS LEGAL COUNSEL, WAIVES ANY AND ALL RIGHTS PURCHASER MAY HAVE TO ASSERT THAT SELLER HAS NOT COMPLIED WITH THE REQUIREMENTS OF SECTION 25359.7 OF THE CALIFORNIA HEALTH AND SAFETY CODE. "HAZARDOUS MATERIALS" INCLUDES, WITHOUT LIMITATION, ANY HAZARDOUS OR TOXIC MATERIAL, SUBSTANCE, IRRITANT, CHEMICAL, OR WASTE, INCLUDING WITHOUT LIMITATION (A) ANY MATERIAL DEFINED, CLASSIFIED, DESIGNATED, LISTED OR OTHERWISE CONSIDERED UNDER ANY ENVIRONMENTAL LAWS (DEFINED BELOW), INCLUDING, WITHOUT LIMITATION, AS DEFINED IN CALIFORNIA HEALTH & SAFETY CODE SECTION 25260, AS A "HAZARDOUS WASTE," "HAZARDOUS SUBSTANCE," "HAZARDOUS MATERIAL," "EXTREMELY HAZARDOUS WASTE," "ACUTELY HAZARDOUS WASTE," "RADIOACTIVE WASTE," "BIOHAZARDOUS WASTE," "POLLUTANT," "TOXIC POLLUTANT," "CONTAMINANT," "RESTRICTED HAZARDOUS WASTE," "INFECTIOUS WASTE," "TOXIC SUBSTANCE," OR ANY OTHER TERM OR EXPRESSION INTENDED TO DEFINE, LIST, REGULATE OR CLASSIFY SUBSTANCES BY REASON OF PROPERTIES HARMFUL TO HEALTH, SAFETY OR THE INDOOR OR OUTDOOR ENVIRONMENT, (B) ANY MATERIAL, SUBSTANCE OR WASTE WHICH IS TOXIC, IGNITABLE, CORROSIVE, REACTIVE, EXPLOSIVE, FLAMMABLE, INFECTIOUS, RADIOACTIVE, CARCINOGENIC OR MUTAGENIC, AND WHICH IS OR BECOMES REGULATED BY ANY LOCAL GOVERNMENTAL AUTHORITY, ANY AGENCY OF THE STATE OF CALIFORNIA OR ANY AGENCY OF THE UNITED STATES GOVERNMENT, (C) ASBESTOS, (D) OIL, PETROLEUM, PETROLEUM BASED PRODUCTS AND PETROLEUM ADDITIVES AND DERIVED SUBSTANCES, (E) UREA FORMALDEHYDE FOAM INSULATION, (F) POLYCHLORINATED BIPHENYLS (PCBS), (G) FREON AND OTHER CHLOROFLUOROCARBONS, (H) ANY DRILLING FLUIDS, PRODUCED WATERS AND OTHER WASTES ASSOCIATED WITH THE EXPLORATION, DEVELOPMENT OR PRODUCTION OF CRUDE OIL, NATURAL GAS OR GEOTHERMAL RESOURCES, (I) MOLD, FUNGI, VIRUSES OR BACTERIAL MATTER, AND (J) LEAD-BASED PAINT. "ENVIRONMENTAL LAWS" MEANS ANY AND ALL FEDERAL, STATE AND LOCAL, STATUTES, ORDINANCES, ORDERS, RULES, REGULATIONS, GUIDANCE DOCUMENTS, JUDGMENTS, GOVERNMENTAL AUTHORIZATIONS, OR ANY OTHER REQUIREMENTS OF GOVERNMENTAL AUTHORITIES, AS MAY PRESENTLY EXIST, OR AS MAY BE AMENDED OR SUPPLEMENTED, OR HEREAFTER ENACTED, RELATING TO THE PRESENCE, RELEASE, GENERATION, USE, HANDLING, TREATMENT, STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS, OR THE PROTECTION OF THE ENVIRONMENT OR HUMAN, PLANT OR ANIMAL HEALTH, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980 , AS AMENDED BY THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986 (42 U.S.C.A. § 9601), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C. § 1801 ET SEQ.), THE RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S.C. § 6901 ET SEQ.), THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251 ET SEQ.), THE CLEAN AIR ACT (42 U.S.C. § 7401 ET SEQ.), THE TOXIC SUBSTANCES CONTROL ACT (15 U.S.C. § 2601 ET SEQ.), THE OIL POLLUTION ACT (33 U.S.C. § 2701 ET SEQ.), THE EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT (42 U.S.C. § 11001 ET SEQ.), THE XXXXXX-COLOGNE WATER QUALITY CONTROL ACT (CAL. WAT. CODE § 13020 ET SEQ.), THE TOXIC MOLD PROTECTION ACT (CAL. HEALTH & SAFETY CODE § 26100, ET SEQ.), THE SAFE DRINKING WATER AND TOXIC ENFORCEMENT ACT OF 1986 (CAL. HEALTH & SAFETY CODE § 25249.5 ET SEQ.), THE HAZARDOUS WASTE CONTROL ACT (CAL. HEALTH & SAFETY CODE § 25100 ET SEQ.), THE HAZARDOUS MATERIALS RELEASE RESPONSE PLANS & INVENTORY ACT (CAL. HEALTH & SAFETY CODE § 25500 ET SEQ.), AND THE XXXXXXXXX-XXXXXXX-XXXXXX HAZARDOUS SUBSTANCES ACCOUNT ACT (CALIFORNIA HEALTH AND SAFETY CODE, SECTION 25300 ET SEQ.). (c1) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (AS UPDATED BY THE REPRESENTATION UPDATEWithout limiting Section 11(a), PURCHASER HEREBY IRREVOCABLY RELEASES SELLER AND ALL SELLER RELATED PARTIES FROM ALL CLAIMS WHICH PURCHASER OR ANY PARTY CLAIMING BYSeller and Purchaser acknowledge that the Disclosure Statutes (as defined below) provide that a seller of real property must make certain disclosures regarding certain natural hazards potentially affecting the property, THROUGH OR UNDER PURCHASER HAS OR MAY HAVE AS OF THE CLOSING ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE CONDITION OF THE PROPERTYas more particularly provided therein. As used in this Agreement, THE FRANCHISE AGREEMENTS"Disclosure Statutes" means, ANY CONSTRUCTION DEFECTScollectively, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION AND ANY ENVIRONMENTAL CONDITIONSCalifornia Government Code Sections 8589.3, AND PURCHASER SHALL NOT LOOK TO ANY SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF8589.4 and 51183.5, California Public Resources Code Sections 2621.9, 2694 and 4136 and any other statutes that require Seller to make disclosures concerning the Property. THE FOREGOING RELEASE SHALL NOT BE APPLICABLE TO ANY AGREEMENTWithin five (5) business days following the full execution and delivery of this Agreement by Seller and Purchaser, REPRESENTATION OR WARRANTY OF SELLER FOR THE BENEFIT OF PURCHASER TO THE EXTENT EXPRESSLY CONTAINED IN THIS AGREEMENT. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION AND, IN THAT REGARD, PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS AND BENEFITS IT MAY NOW HAVE OR HEREAFTER ACQUIRE UNDER CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: Seller shall obtain and provide to Purchaser a Natural Hazard Disclosure Report for the Property prepared by Disclosure Source (the "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." PURCHASER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS. BY ITS INITIALS BELOW, PURCHASER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF SECTIONS 11 (a)-(cReport"). DOC ID - 21031260.28 DOC ID - 21031260.28 Purchaser hereby agrees as follows with respect to the Disclosure Statutes and the Report: (di) Each Seller hereby represents and warrants the delivery of the Report to Purchaser jointly shall be deemed to satisfy all obligations and severally requirements of Seller under the Disclosure Statutes; (ii) Seller shall not be liable for any error or inaccuracy in, or omission from, the information in the Report; and (iii) the Report is being provided by Seller for purposes of complying with the Disclosure Statutes and shall not be deemed to constitute a representation or warranty by Seller as to the presence or absence in, at or around of the Effective Date as follows (each, a "Representation" and collectively, the "Representations"); provided, however, that none Property of the following Representations or any other representation conditions that are the subject of Sellers contained in this Agreement (to the extent they specifically relate to Individual Properties) shall apply to the Specified Hotels if Chatham LP or any of its Affiliates is the Purchaser thereunder:Disclosure Statutes.

CONDITION OF THE PROPERTY; REPRESENTATIONS. (a) PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DEED, THE DEED OF IMPROVEMENTS, THE ASSIGNMENT OF LEASES AND CONTRACTS, THE OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT, THE ASSIGNMENT AND ASSUMPTION OF GROUND LEASE, THE ASSIGNMENT AND ASSUMPTION OF AIRSPACE LEASE AND THE BILL OF SALE (COLLECTIVELY, THE “CLOSING DOCUMENTS”), NEITHER SELLER, NOR ANY PERSON ACTING ON BEHALF OF SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCEINSPECTIONS, NOR ANY DIRECT OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT, REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT, CONTRACTOR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER, SELLER RELATED PARTIES AND ALL OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER THAN PURCHASER) SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE "“EXCULPATED PARTIES"”) HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTIESPROPERTY, THE PERMITTED USE OF THE PROPERTIES PROPERTY OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTIES PROPERTY THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTIESPROPERTY, OR OTHERWISE RELATING TO THE PROPERTIES PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. WITHOUT LIMITING THE FOREGOING AND, EXCEPT AS EXPRESSLY PROVIDED SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY (I) THAT ON THE CLOSING DATE ALL OR ANY OF THE TENANTS UNDER THE LEASES WILL (A) BE PAYING OR (B) HAVE PAID CURRENTLY BASE RENTS OR ANY ADDITIONAL RENT, AND (II) AS TO WHETHER ANY DEMISED PREMISES UNDER ANY LEASE ARE, AND SELLER MAKES NO COVENANT THAT ANY SUCH DEMISED PREMISES UNDER ANY LEASE WILL BE ON THE CLOSING DATE, ACTUALLY OCCUPIED BY ANY TENANT AND PURCHASER’S OBLIGATIONS HEREUNDER ARE NOT CONDITIONED ON ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES THAT ALL MATERIALS GENERATED BY THIRD PARTIES WHICH HAVE BEEN PROVIDED BY ANY OF THE EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OF THE OTHER EXCULPATED PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER IS ACQUIRING THE PROPERTIES PROPERTY BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTIES PROPERTY AND THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER IN THIS AGREEMENT AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, OR ANY OF THE OTHER EXCULPATED PARTIES, (OTHER THAN INFORMATION SET FORTH IN SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN). EXCEPT FOR THE REPRESENTATIONS AND COVENANTS WARRANTIES EXPRESSLY SET FORTH HEREIN. HEREIN OR IN THE CLOSING DOCUMENTS, PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED BY SELLER’S THIRD PARTY VENDORS AND PROVIDED TO IT BY SELLER OR ANY OTHER EXCULPATED PARTY IN CONNECTION WITH ITS DUE DILIGENCE INSPECTIONS AND AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION EXCEPT AS EXPRESSLY PROVIDED AND THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 10(C) BELOW AND ON THE PERFORMANCE BY SELLER OF ITS OBLIGATIONS IN THIS AGREEMENT. DOC ID - 21031260.28. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT THAT, IT IS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS, INCLUDING WITHOUT LIMITATION, THE AGREEMENTS, 507997960.5 145 COVENANTS, INDEMNITIES AND REPRESENTATIONS AND WARRANTIES HEREIN AND THEREIN, PURCHASING THE PROPERTIES "PROPERTY “AS IS" ”, “WHERE IS” AND "“WITH ALL FAULTS"”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’S RIGHTS, CLAIMS, CAUSES OF ACTION AND INDEMNITIES, OF ANY NATURE WHATSOEVER, HOWEVER, ACQUIRED, AGAINST THIRD PARTIES (INCLUDING, BUT NOT LIMITED TO PRIOR OWNERS OR OCCUPANTS OF THE PROPERTY AND/OR PRIOR OR CURRENT LANDOWNERS OR OCCUPANTS OF PROPERTY ADJACENT TO THE PROPERTY) WHETHER ARISING IN TORT, CONTRACT, UNDER ANY MINERAL LEASE, MINERAL SERVITUDE, OR MINERAL RIGHT, OR OTHERWISE, IN ANY WAY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY DAMAGE (INCLUDING BUT NOT LIMITED TO AN ENVIRONMENTAL INJURY (AS HEREINAFTER DEFINED) TO THE PROPERTY OR ANY PORTION THEREOF, OR OTHERWISE RELATING TO ANY SOIL, SEDIMENTS, OR SURFACE WATER ON THE PROPERTY, OR ANY SOIL, GROUNDWATER, OR AQUIFERS UNDERLYING THE SURFACE OF THE PROPERTY, WHENEVER SUCH DAMAGE OCCURRED, AND WHETHER SUCH DAMAGE IS OR WAS AT ANY TIME KNOWN OR UNKNOWN, OVERT OR NON-OVERT, OR APPARENT OR NON- APPARENT, TOGETHER WITH ALL DAMAGES, PAYMENTS, OR COMPENSATION RELATED THERETO, INCLUDING BUT NOT LIMITED TO ALL DAMAGES, PAYMENTS OR COMPENSATION IN CONNECTION WITH ANY EXPROPRIATION, CONDEMNATION, OR TAKING OF ALL OR ANY PORTION OF THE DEPOSIT PROPERTY (OR COLLECTIVELY, “CLAIMS AND CAUSES OF ACTION”); PROVIDED, HOWEVER, SELLER SHALL RETAIN THE ACCRUED INTEREST THEREONRIGHT TO (I) EXCEPT ASSERT DEFENSES, AS EXPRESSLY PROVIDED FOR WELL AS CROSS- CLAIMS AND COMPULSORY COUNTER-CLAIMS ACCRUING PRIOR TO CLOSING, IN ANY PROVISION PROCEEDING IN WHICH A PERSON ASSERTS A CLAIM OR CAUSE OF THIS AGREEMENT THAT EXPRESSLY PROVIDES FOR THE RETURN OF THE DEPOSIT ACTION AGAINST SELLER RELATING TO PURCHASER. (c) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (AS UPDATED BY THE REPRESENTATION UPDATE), PURCHASER HEREBY IRREVOCABLY RELEASES SELLER AND ALL SELLER RELATED PARTIES FROM ALL CLAIMS WHICH PURCHASER OR ANY PARTY CLAIMING BY, THROUGH OR UNDER PURCHASER HAS OR MAY HAVE AS OF THE CLOSING ARISING FROM OR RELATED INJURY TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY, THE FRANCHISE AGREEMENTSINCLUDING, ANY CONSTRUCTION DEFECTSWITHOUT LIMITATION, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION AND ANY ENVIRONMENTAL CONDITIONSINJURY, AND PURCHASER SHALL NOT LOOK SUCH RIGHT TO ANY SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THE FOREGOING RELEASE ASSERT DEFENSES, AS WELL AS CROSS-CLAIMS AND COUNTER-CLAIMS ACCRUING PRIOR TO CLOSING SHALL NOT BE APPLICABLE TO ANY AGREEMENT, REPRESENTATION OR WARRANTY CONSIDERED A PART OF SELLER FOR THE BENEFIT OF PURCHASER TO THE EXTENT EXPRESSLY CONTAINED IN THIS AGREEMENT. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES CLAIMS AND CAUSES OF ACTION AND, IN AND (II) ANY DAMAGES OR PROCEEDS PAYABLE TO SELLER THAT REGARD, PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS AND BENEFITS IT MAY NOW HAVE ARE A RESULT OF SUCH CROSS-CLAIMS OR HEREAFTER ACQUIRE UNDER CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND COMPULSORY COUNTER-CLAIMS ACCRUING PRIOR TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." PURCHASER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE CLOSING. FOR PURPOSES OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWNAGREEMENT, UNSUSPECTED AND CONCEALED CLAIMS. BY ITS INITIALS BELOW, PURCHASER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF SECTIONS 11 (a)-(c). DOC ID - 21031260.28 DOC ID - 21031260.28 (d) Each Seller hereby represents and warrants to Purchaser jointly and severally as of the Effective Date as follows (each, a "Representation" and collectively, the "Representations"); provided, however, that none of the following Representations or any other representation of Sellers contained in this Agreement (to the extent they specifically relate to Individual Properties) shall apply to the Specified Hotels if Chatham LP or any of its Affiliates is the Purchaser thereunder:TERM

CONDITION OF THE PROPERTY; REPRESENTATIONS. (a) PURCHASER HEREBY EMPIRE EXPRESSLY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, CONCORD NOR ANY PERSON ACTING ON BEHALF OF SELLER, CONCORD NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY PURCHASER EMPIRE IN CONDUCTING ITS DUE DILIGENCE, NOR ANY DIRECT OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT, REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT, CONTRACTORCONSULTANT OR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER, SELLER RELATED PARTIES CONCORD AND ALL OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER THAN PURCHASEREMPIRE) SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE "“CONCORD EXCULPATED PARTIES"”) HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTIESCONCORD PROPERTY, THE PERMITTED USE OF THE PROPERTIES CONCORD PROPERTY OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTIES CONCORD PROPERTY THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTIESCONCORD PROPERTY, OR OTHERWISE RELATING TO THE PROPERTIES CONCORD PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. EMPIRE FURTHER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED SET FORTH IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES THAT ALL MATERIALS WHICH HAVE BEEN PROVIDED BY ANY OF THE CONCORD EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EMPIRE SHALL NOT HAVE ANY RECOURSE AGAINST SELLER CONCORD OR ANY OF THE OTHER CONCORD EXCULPATED PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER IS ACQUIRING EMPIRE, AS A MEMBER OF THE PROPERTIES COMPANY, SHALL DIRECT THE COMPANY TO ACCEPT THE CONCORD PROPERTY “AS IS” BASED SOLELY ON ITS EMPIRE’S OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTIES CONCORD PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, CONCORD OR ANY OF THE OTHER CONCORD EXCULPATED PARTIES, EXCEPT FOR THE REPRESENTATIONS AND COVENANTS EXPRESSLY SET FORTH HEREIN. PURCHASER CONCORD EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS DUE DILIGENCE AND AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED SET FORTH IN THIS AGREEMENT. DOC ID - 21031260.28 , NEITHER EMPIRE NOR ANY PERSON ACTING ON BEHALF OF EMPIRE NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY CONCORD IN CONDUCTING ITS DUE DILIGENCE, NOR ANY DIRECT OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT, REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT OR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (bEMPIRE AND ALL OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER THAN CONCORD) PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE PROPERTIES "AS IS" AND "WITH ALL FAULTS"“EMPIRE EXCULPATED PARTIES”) HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, BASED UPON THE CONDITION (PHYSICAL WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE) OF , WITH RESPECT TO THE PROPERTIES EMPIRE OPERATIONS OR THE LAWS, REGULATIONS AND RULES APPLICABLE THERETO, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE EMPIRE OPERATIONS, OR OTHERWISE RELATING TO THE EMPIRE OPERATIONS OR THE TRANSACTIONS CONTEMPLATED HEREIN. CONCORD FURTHER ACKNOWLEDGES THAT, EXCEPT AS OF THE DATE OF EXPRESSLY SET FORTH IN THIS AGREEMENT, REASONABLE WEAR AND TEAR ALL MATERIALS WHICH HAVE BEEN PROVIDED BY ANY OF THE EMPIRE EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND, SUBJECT TO THE PROVISIONS OF SECTIONS 12 AND 13 OF EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY EXCEPTED. PURCHASER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT CONCORD SHALL NOT BE SUBJECT TO HAVE ANY FINANCING CONTINGENCY RECOURSE AGAINST EMPIRE OR ANY OF THE OTHER CONTINGENCIES OR SATISFACTION OF CONDITIONS AND PURCHASER SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT OR RECEIVE A RETURN EMPIRE EXCULPATED PARTIES IN THE EVENT OF ANY PORTION ERRORS THEREIN OR OMISSIONS THEREFROM. CONCORD, AS A MEMBER OF THE DEPOSIT (COMPANY, SHALL DIRECT THE COMPANY TO ACCEPT THE EMPIRE OPERATIONS “AS IS” BASED SOLELY ON CONCORD’S OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE EMPIRE OPERATIONS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY EMPIRE OR ANY OF THE ACCRUED INTEREST THEREON) OTHER EMPIRE EXCULPATED PARTIES, EXCEPT AS EXPRESSLY PROVIDED FOR IN ANY PROVISION OF THIS AGREEMENT THAT EXPRESSLY PROVIDES FOR THE RETURN OF THE DEPOSIT TO PURCHASER. (c) EXCEPT AS REPRESENTATIONS EXPRESSLY PROVIDED IN THIS AGREEMENT (AS UPDATED BY THE REPRESENTATION UPDATE)SET FORTH HEREIN. The delivery of items specified in Section 14.1 and 14.3 of this Agreement, PURCHASER HEREBY IRREVOCABLY RELEASES SELLER AND ALL SELLER RELATED PARTIES FROM ALL CLAIMS WHICH PURCHASER OR ANY PARTY CLAIMING BYand the acceptance thereof by Empire or the Company, THROUGH OR UNDER PURCHASER HAS OR MAY HAVE AS OF THE CLOSING ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE CONDITION OF THE PROPERTYas applicable, THE FRANCHISE AGREEMENTSshall be deemed the full performance and discharge of every obligation on the part of Concord to be performed hereunder, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION AND ANY ENVIRONMENTAL CONDITIONS, AND PURCHASER SHALL NOT LOOK TO ANY SELLER RELATED PARTIES IN CONNECTION WITH THE FOREGOING FOR ANY REDRESS OR RELIEF. THE FOREGOING RELEASE SHALL NOT BE APPLICABLE TO ANY AGREEMENT, REPRESENTATION OR WARRANTY OF SELLER FOR THE BENEFIT OF PURCHASER TO THE EXTENT EXPRESSLY CONTAINED IN THIS AGREEMENT. THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH OF ITS EXPRESSED TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION AND, IN THAT REGARD, PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS AND BENEFITS IT MAY NOW HAVE OR HEREAFTER ACQUIRE UNDER CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." PURCHASER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TO UNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS. BY ITS INITIALS BELOW, PURCHASER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES AND ACCEPTS ALL OF THE TERMS OF SECTIONS 11 (a)-(c). DOC ID - 21031260.28 DOC ID - 21031260.28 (d) Each Seller hereby represents and warrants to Purchaser jointly and severally as except those obligations of the Effective Date as follows (each, a "Representation" and collectively, the "Representations"); provided, however, that none of the following Representations or any other representation of Sellers contained Concord which are expressly stated in this Agreement (to survive the extent they specifically relate Closing. The delivery of items specified in Section 14.2 and 14.3 of this Agreement, and the acceptance thereof by Concord or the Company, as applicable, shall be deemed the full performance and discharge of every obligation on the part of Empire to Individual Properties) shall apply be performed hereunder, except those obligations of Empire which are expressly stated in this Agreement to survive the Specified Hotels if Chatham LP or any of its Affiliates is the Purchaser thereunder:Closing.