Common use of Consideration Contingency Clause in Contracts

Consideration Contingency. The Contributors shall value the Hotel on December 31, 2001. The value of the Hotel shall be computed by applying a 12% capitalization rate to the audited trailing 12 months net operating income, adjusted for a 2% of revenue management fee and a 4% of revenue furniture, fixture and equipment reserve. If the then current value of the Hotel exceeds the consideration paid by Acquiror hereunder, the Acquiror will issue additional Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States equal to the difference between the then current value and the consideration paid hereunder and all distributions paid on those units since Closing Date. If the then current value of the Hotel is less than the Consideration paid by the Acquiror hereunder, the Contributors will return to the Acquirer Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States equal to the difference between the then current value of the Hotel and the Consideration paid hereunder and all distributions paid on those units since the Closing Date.

Consideration Contingency. The Contributors shall value the Hotel on December 31, 20011999. The value of the Hotel shall be computed by applying a 12% capitalization rate to the audited trailing 12 months net operating income, adjusted for a 24% of revenue management fee and a 46% of revenue furniture, fixture and equipment reserve. If the then current value of the Hotel exceeds the consideration paid by Acquiror hereunder, the Acquiror will issue additional Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States Offering Price equal to the difference between the then current value and the consideration paid hereunder and all distributions paid on those units since Closing Date. If the then current value of the Hotel is less than the Consideration paid by the Acquiror hereunder, the Contributors will return to the Acquirer Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States Offering Price equal to the difference between the then current value of the Hotel and the Consideration paid hereunder and all distributions paid on those units since the Closing Date.

Consideration Contingency. The Contributors Sellers shall value the Hotel on December 31, 2001. The value of the Hotel shall be computed by applying a 12% capitalization rate to the audited trailing 12 months net operating income, adjusted for a 24% of revenue management fee and a 4% of revenue furniture, fixture and equipment reserve. If the then current value of the Hotel exceeds the consideration paid by Acquiror hereunder, the Acquiror will issue additional Partnership Units at $6.00 per Partnership Unit or in the lawful money of the United States equal to the difference between the then current value and the consideration paid hereunder and all distributions paid on those units since Closing Date. If the then current value of the Hotel is less than the Consideration paid by the Acquiror hereunder, the Contributors Sellers will return to the Acquirer Partnership Units at $6.00 per Partnership Unit or the any lawful money of the United States States, if any, equal to the difference between the then current value of the Hotel and the Consideration paid hereunder and all distributions paid on those units since the Closing Date.

Consideration Contingency. The Contributors Seller shall value the Hotel on -------------------------- December 31, 20012003. The value of the Hotel shall be computed by applying a 12% capitalization rate to the audited trailing 12 months net operating income, adjusted for a 24% of revenue management fee and a 4% of revenue furniture, fixture and equipment reserve. If the then current value of the Hotel exceeds the consideration paid by Acquiror Purchaser hereunder, the Acquiror Purchaser will issue additional Partnership Units at $6.00 per Partnership Unit or in the lawful money of the United States equal to the difference between the then current value and the consideration paid hereunder and all distributions paid on those units since Closing Date. If the then current value of the Hotel is less than the Consideration consideration paid by the Acquiror Purchaser hereunder, the Contributors Seller will return to the Acquirer Purchaser Partnership Units at $6.00 per Partnership Unit or the any lawful money of the United States States, if any, equal to the difference between the then current value of the Hotel and the Consideration paid hereunder and all distributions paid on those units since the Closing Date.

Consideration Contingency. The Contributors shall value the Hotel on on December 31, 20012000. The value of the Hotel shall be computed by applying a 12% capitalization rate to the audited trailing 12 months net operating income, adjusted for a 24% of revenue management fee and a 4% of revenue furniture, fixture and equipment reserve. If the then current value of the Hotel exceeds the consideration paid by Acquiror hereunder, the Acquiror will issue additional Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States Offering Price equal to the difference between the then current value and the consideration paid hereunder and all distributions paid on those units since Closing Date. If the then current value of the Hotel is less than the Consideration paid by the Acquiror hereunder, the Contributors will return to the Acquirer Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States Offering Price equal to the difference between the then current value of the Hotel and the Consideration paid hereunder and all distributions paid on those units since the Closing Date.. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]

Consideration Contingency. The Contributors shall value the Hotel on December 31, 20012003. The value of the Hotel shall be computed by applying a 12% capitalization rate to the audited trailing 12 months net operating income, adjusted for a 23% of revenue management fee and a 4% of revenue furniture, fixture and equipment reserve. If the then current value of the Hotel exceeds the consideration paid by Acquiror hereunder, the Acquiror will issue additional Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States equal to the difference between the then current value and the consideration paid hereunder and all distributions paid on those units since Closing Date. If the then current value of the Hotel is less than the Consideration paid by the Acquiror hereunder, the Contributors will return to the Acquirer Acquiror Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States equal to the difference between the then current value of the Hotel and the Consideration paid hereunder and all distributions paid on those units since the Closing Date.

Consideration Contingency. The Contributors shall value the Hotel on December 31, 20012000. The value of the Hotel shall be computed by applying a 12% capitalization rate to the audited trailing 12 months net operating income, adjusted for a 24% of revenue management fee and a 4% of revenue furniture, fixture and equipment reserve. If the then current value of the Hotel exceeds the consideration paid by Acquiror hereunder, the Acquiror will issue additional Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States Offering Price equal to the difference between the then current value and the consideration paid hereunder and all distributions paid on those units since Closing Date. If the then current value of the Hotel is less than the Consideration paid by the Acquiror hereunder, the Contributors will return to the Acquirer Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States Offering Price equal to the difference between the then current value of the Hotel and the Consideration paid hereunder and all distributions paid on those units since the Closing Date.

Consideration Contingency. The Contributors shall value the Hotel on December 31, 2001. The value of the Hotel shall be computed by applying a 12% capitalization rate to the audited trailing 12 months net operating income, adjusted for a 24% of revenue management fee and a 4% of revenue furniture, fixture and equipment reserve. If the then current value of the Hotel exceeds the consideration paid by Acquiror hereunder, the Acquiror will issue additional Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States equal to the difference between the then current value and the consideration paid hereunder and all distributions paid on those units since Closing Date. If the then current value of the Hotel is less than the Consideration paid by the Acquiror hereunder, the Contributors will return to the Acquirer Partnership Units at $6.00 per Partnership Unit or the lawful money of the United States equal to the difference between the then current value of the Hotel and the Consideration paid hereunder and all distributions paid on those units since the Closing Date.

Consideration Contingency. The Contributors Contributor shall value the Hotel on December 31, 2001. The value of the Hotel shall be computed by applying a 12% capitalization rate to the audited trailing 12 months net operating income, adjusted for a 24% of revenue management fee and a 4% of revenue furniture, fixture and equipment reserve. If the then current value of the Hotel exceeds the consideration paid by Acquiror hereunder, the Acquiror will issue additional Partnership Units at $6.00 per Partnership Unit or in the lawful money of the United States equal to the difference between the then current value and the consideration paid hereunder and all distributions paid on those units since Closing Date. If the then current value of the Hotel is less than the Consideration paid by the Acquiror hereunder, the Contributors Contributor will return to the Acquirer Partnership Units at $6.00 per Partnership Unit or the any lawful money of the United States States, if any, equal to the difference between the then current value of the Hotel and the Consideration paid hereunder and all distributions paid on those units since the Closing Date.