Common use of Property Subject to Agreement Clause in Contracts

Property Subject to Agreement. Contributor hereby agrees to contribute to the DownREIT LLC, and Company, as the managing member of the DownREIT LLC, hereby agrees to accept from Contributor, subject to the terms and conditions set forth herein, all of Contributor's right, title, and interest in the following (collectively, the "PROPERTY"): (a) LAND - that certain land described in EXHIBIT A, and all appurtenant rights, privileges, and easements thereto owned by Contributor (collectively, the "LAND"). The Land and the Improvements (collectively, the "REAL PROPERTY") shall be contributed by Contributor to Company pursuant to a Grant Deed ("DEED") substantially in the form of EXHIBIT B attached hereto. (b) IMPROVEMENTS - all buildings, structures, fixtures, and other improvements located on the Land (collectively, the "IMPROVEMENTS"). (c) PERSONAL PROPERTY - all personal property, if any, owned by Contributor and used by Contributor exclusively in the operation, maintenance, and management of the Real Property as of the Closing Date, including, without limitation, the FF&E, the Inventory, the Records, and the General Intangibles (collectively, the "PERSONAL PROPERTY"). The Personal Property shall be contributed by Contributor to Company pursuant to a Bill xx Sale (the "BILL XX SALE") substantially in the form of EXHIBIT C. (d) CONTRACTS - all contracts and agreements in effect on the Closing Date, if any, including, without limitation, the Service Contracts (collectively, the "CONTRACTS"). Contributor's interest in the Contracts shall be contributed to Company pursuant to an Assignment and Assumption of Contracts, Permits and Other Rights (the "CONTRACT ASSIGNMENT") substantially in the form of EXHIBIT D. (e) LEASES - Contributor's interest in the Leases shall be contributed to Company pursuant to an Absolute Assignment and Assumption of Leases (the "LEASE ASSIGNMENT") substantially in the form of EXHIBIT E.

Property Subject to Agreement. Contributor Seller hereby agrees to contribute sell to the DownREIT LLCBuyer, and Company, as the managing member of the DownREIT LLC, Buyer hereby agrees to accept purchase from ContributorSeller, subject to the terms and conditions set forth herein, all of ContributorSeller's right, title, and interest in the following (collectively, the "PROPERTY"): (a) LAND - that certain land described in EXHIBIT A, and all appurtenant rights, privileges, and easements thereto owned by Contributor Seller (collectively, the "LAND"). The Land and the Improvements (collectively, the "REAL PROPERTY") shall be contributed by Contributor conveyed from Seller to Company Buyer pursuant to a Grant Grant, Bargain & Sale Deed (the "DEED") substantially in the form of EXHIBIT B attached hereto.B. (b) IMPROVEMENTS - all buildings, structures, fixtures, and other improvements located on the Land (collectively, the "IMPROVEMENTS"). (c) PERSONAL PROPERTY - all personal property, if any, owned by Contributor Seller and used by Contributor exclusively Seller in the operation, maintenance, and management of the Real Property as of the Closing Date, including, without limitation, the FF&E, the Inventory, the Records, and the General Intangibles (collectively, the "PERSONAL PROPERTY"). The Personal Property shall be contributed by Contributor conveyed from Seller to Company Buyer pursuant to a Bill xx Xxxx of Sale (the "BILL XX XXXX OF SALE") substantially in the form of EXHIBIT C. (d) CONTRACTS - all contracts and agreements in effect on the Closing Date, if any, including, without limitation, the Service Contracts (collectively, the "CONTRACTS"). ContributorSeller's interest in the Contracts shall be contributed conveyed to Company Buyer pursuant to an Assignment and Assumption of Contracts, Permits and Other Rights (the "CONTRACT ASSIGNMENT") substantially in the form of EXHIBIT D. (e) LEASES - ContributorSeller's interest in all Leases in effect on the Closing Date. Seller's interest in the Leases shall be contributed conveyed to Company Buyer pursuant to an Absolute Assignment and Assumption of Leases (the "LEASE ASSIGNMENT") substantially in the form of EXHIBIT E.

Property Subject to Agreement. Contributor Seller hereby agrees to contribute sell to the DownREIT LLCBuyer, and Company, as the managing member of the DownREIT LLC, Buyer hereby agrees to accept purchase from ContributorSeller, subject to the terms and conditions set forth herein, all of ContributorSeller's right, title, and an interest in and to the following (collectively, the "PROPERTYProperty"): (a) LAND Ground Lease - that certain land described the tenant's interest in EXHIBIT A, the Ground Lease as in effect on the Closing Date. The Ground Lease shall be conveyed from Seller to Buyer pursuant to an Assignment and all appurtenant rights, privileges, and easements thereto owned by Contributor Assumption of Ground Lease (collectively, the "LAND"). The Land Assignment and the Improvements (collectively, the "REAL PROPERTY") shall be contributed by Contributor to Company pursuant to a Grant Deed ("DEEDAssumption of Ground Lease") substantially in the form of EXHIBIT Exhibit B attached heretohereto and incorporated herein by reference. (b) IMPROVEMENTS Land - all the tenant's interest under the Ground Lease in the land subject thereto. The Land shall be conveyed from Seller to Buyer pursuant to the Assignment and Assumption of Ground Lease. (c) Improvements - those certain hotel, parking, and other buildings, structures, fixturesand improvements, including, without limitation, the Hotel and other improvements the Golf Course, located on the Land (collectively, the "IMPROVEMENTSImprovements," and together with the Land, the "Real Property"). The Improvements shall be conveyed from Seller to Buyer pursuant to a Grant Deed (the "Deed") substantially in the form of Exhibit C attached hereto and incorporated herein by reference. (cd) PERSONAL PROPERTY Personal Property - all that certain personal property, if any, owned by Contributor property located at and used by Contributor exclusively in for the operation, maintenance, and management of the Real Property Hotel as of the Closing Date, including, without limitation, the FF&E, and the Inventory, the Recordsitems listed on Schedule I to Exhibit D attached hereto and incorporated herein by reference, and the General Intangibles good and marketable title thereto (collectively, the "PERSONAL PROPERTYPersonal Property"). Notwithstanding anything to the contrary contained in this Agreement, the Personal Property shall not include: personal property leased by Seller under the contracts described in Schedule II to Exhibit D attached hereto and incorporated herein by reference; personal property owned by Manager or Operator; personal property owned by guests of the Hotel or the Golf Course; personal property owned by any subtenant under any Sublease; personal property owned by any suppliers, vendors, or contractors serving the Hotel, the Golf Course, or any sublessee; and the Aged Accounts. The Personal Property shall be contributed by Contributor conveyed from Seller to Company Buyer pursuant to a Bill xx Xxxx of Sale (the "BILL XX SALEXxxx of Sale") substantially in the form of EXHIBIT C.Exhibit D attached hereto and incorporated herein by reference. (de) CONTRACTS Subleases - all those certain space leases, licenses, occupancy agreements, concessions, or other such arrangements for the use of space within the Hotel in effect on the Closing Date, other than arrangements for the transient use of guest rooms, banquet rooms, dining rooms, conference rooms, or other facilities in the Hotel or Golf Course by Hotel or Golf Course guests in the ordinary course of Hotel or Golf Course business, as set forth on Schedule I to Exhibit E attached hereto and incorporated herein by reference (collectively, the "Subleases"). Seller's interest in the Subleases shall be conveyed from Seller to Buyer pursuant to a General Assignment and Assumption Agreement (the "General Assignment and Assumption Agreement") substantially in the form of Exhibit E attached hereto and incorporated herein by reference. (f) Contracts - those certain contracts and agreements relating to the improvement, maintenance, repair, or operation of the Hotel or the Golf Course in effect on the Closing Date, if any, includingentered into by Seller or its predecessors in interest (or by Manager as the agent of Seller or in the name of the Hotel), without limitation, the Service Contracts as set forth on Schedule I to Exhibit E (collectively, the "CONTRACTSContracts"). ContributorSeller's interest in the Contracts shall be contributed conveyed from Seller to Company Buyer pursuant to an the General Assignment and Assumption Agreement. (g) Permits - those certain licenses, franchises, and permits obtained by Seller or its predecessors in interest (or by Manager as the agent of ContractsSeller or in the name of the Hotel), Permits and Other Rights if any, used in or relating to the ownership, occupancy, or operation of the Property or any part thereof in effect on the Closing Date, as set forth on Schedule I to Exhibit E, other than those which, under applicable law or under provisions applicable to any particular permit in question, are non-transferable (collectively, the "CONTRACT ASSIGNMENTPermits") substantially in the form of EXHIBIT D. (e) LEASES - Contributor). Seller's interest in the Leases Permits shall be contributed conveyed from Seller to Company Buyer pursuant to an Absolute the General Assignment and Assumption of Leases (the "LEASE ASSIGNMENT") substantially in the form of EXHIBIT E.Agreement.

Property Subject to Agreement. Contributor Seller hereby agrees to contribute sell to the DownREIT LLCBuyer, and Company, as the managing member of the DownREIT LLC, Buyer hereby agrees to accept purchase from ContributorSeller, subject to the terms and conditions set forth herein, all of ContributorSeller's right, title, and interest in the following (collectively, the "PROPERTY"): (a) LAND - that certain land described in EXHIBIT A, and all appurtenant rights, privileges, and easements thereto owned by Contributor Seller (collectively, the "LAND"). The Land and the Improvements (collectively, the "REAL PROPERTY") shall be contributed by Contributor conveyed from Seller to Company Buyer pursuant to a Grant Statutory Bargain and Sale Deed (a "DEED") ), substantially in the form of EXHIBIT B attached hereto. (b) IMPROVEMENTS - all buildings, structures, fixtures, and other improvements located on the Land (collectively, the "IMPROVEMENTS"). (c) PERSONAL PROPERTY - all personal property, if any, owned by Contributor Seller and used by Contributor Seller exclusively in the operation, maintenance, and management of the Real Property as of the Closing Date, including, without limitation, the FF&E, the Inventory, the Records, and the General Intangibles (collectively, the "PERSONAL PROPERTY"). The Personal Property shall be contributed by Contributor conveyed from Seller to Company Buyer pursuant to a Bill xx Sale (the "BILL XX SALE") substantially in the form of EXHIBIT C. (d) CONTRACTS - all contracts and agreements in effect on the Closing Date, if any, including, without limitation, the Service Contracts (collectively, the "CONTRACTS"). ContributorSeller's interest in the Contracts shall be contributed conveyed to Company Buyer pursuant to an Assignment and Assumption of Contracts, Permits and Other Rights (the "CONTRACT ASSIGNMENT") substantially in the form of EXHIBIT D. (e) LEASES - ContributorSeller's interest in all Leases in effect on the Closing Date. Seller's interest in the Leases shall be contributed conveyed to Company Buyer pursuant to an Absolute Assignment and Assumption of Leases (the "LEASE ASSIGNMENT") substantially in the form of EXHIBIT E.

Property Subject to Agreement. Contributor Seller hereby agrees to contribute sell to the DownREIT LLCBuyer, and Company, as the managing member of the DownREIT LLC, Buyer hereby agrees to accept purchase from ContributorSeller, subject to the terms and conditions set forth herein, all of ContributorSeller's right, title, and interest in the following (collectively, the "PROPERTY"): (a) LAND - that certain land described in EXHIBIT A, and all appurtenant rights, privileges, and easements thereto owned by Contributor Seller (collectively, the "LAND"). The Land and the Improvements (collectively, the "REAL PROPERTY") shall be contributed by Contributor conveyed from Seller to Company Buyer pursuant to a Grant Statutory Bargain and Sale Deed (the "DEED") as to Seller's fee interest in the Land, and an Absolute Assignment and Assumption of Ground Lease (the "GROUND LEASE ASSIGNMENT") as to the Ground Lease, as applicable, substantially in the form of EXHIBIT EXHIBITS B AND B-1 attached hereto. (b) IMPROVEMENTS - all buildings, structures, fixtures, and other improvements located on the Land (collectively, the "IMPROVEMENTS"). (c) PERSONAL PROPERTY - all personal property, if any, owned by Contributor Seller and used by Contributor Seller exclusively in the operation, maintenance, and management of the Real Property as of the Closing Date, including, without limitation, the FF&E, the Inventory, the Records, and the General Intangibles (collectively, the "PERSONAL PROPERTY"). The Personal Property shall be contributed by Contributor conveyed from Seller to Company Buyer pursuant to a Bill xx Sale (the "BILL XX SALE") substantially in the form of EXHIBIT C. (d) CONTRACTS - all contracts and agreements in effect on the Closing Date, if any, including, without limitation, the Service Contracts (collectively, the "CONTRACTS"). ContributorSeller's interest in the Contracts shall be contributed conveyed to Company Buyer pursuant to an Assignment and Assumption of Contracts, Permits and Other Rights (the "CONTRACT ASSIGNMENT") substantially in the form of EXHIBIT D. (e) LEASES - ContributorSeller's interest in all Leases in effect on the Closing Date. Seller's interest in the Leases shall be contributed conveyed to Company Buyer pursuant to an Absolute Assignment and Assumption of Leases (the "LEASE ASSIGNMENT") substantially in the form of EXHIBIT E.