Common use of Punch List Clause in Contracts

Punch List. Upon notification from the Contractor that the Hotel is Substantially Completed and ready for inspection, Seller shall prepare a “punch list” with the assistance of the Architect and the Franchisor. Seller acknowledges that final acceptance of the work on the Hotel shall be made only with the approval of the Franchisor. A copy of the Punch List shall be submitted to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”).

Punch List. Upon notification from Prior to the Contractor that the Hotel is Substantially Completed and ready for inspectionClosing, Seller shall prepare Purchaser agrees to participate in a “punch list” with the assistance walk-through of the Architect and Unit ("Walk-Through") with Seller's representative in order to compile a list of items the Franchisor. Seller acknowledges that final acceptance parties mutually agree need correction, which are apparent at the time of the work on the Hotel shall be made only with the approval of the Franchisor. A copy of the Punch inspection ("Walk-Through List"), which Walk-Through List shall be submitted signed by both Purchaser and Seller. If Purchaser fails or refuses to Buyer complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its review and comments. The costs contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of completing sixty (60) working days after preparation of the Punch Walk-Through List Items that are not completed as of or sixty (60) working days after the date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as reasonably estimated by soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the Seller with the approval of Buyer, such approval not need for reasonable further work (to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or the Closing noted on the Hotel, whichever is later. PreWalk-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior Through List with respect to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller Unit) shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in constitute a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)default by Purchaser under this Agreement.

Punch List. Upon notification Substantial Completion (as defined below) of the Work, LESSOR shall request the CEO/Real Estate Services Manager’s approval and acceptance of such Work, which approval will not be unreasonably withheld or delayed. Said approval shall be manifested by a letter from the Contractor that the Hotel is Substantially Completed CEOCEO Facilities Services Manager (“CEO Letter”), and ready for inspection, Seller shall prepare may be subject to completion of items on a “punch list,” which shall be generated by COUNTY and included in the CEO Letter. COUNTY shall not be required to send the CEO Letter until COUNTY is satisfied that all of the Work has reached Substantial Completion (other than punch list items, if any) pursuant to this Lease in COUNTY’s sole but reasonable discretion. As used in this Clause 8 (D), “Substantial Completion” means that the Work shall have been completed in accordance with the assistance provisions of this Lease and any mutually approved plans and specifications, such that the Architect Premises may continue to be occupied by COUNTY for the intended purposes subject to “punch list” items, if any. In the event COUNTY’s approval and the Franchisor. Seller acknowledges that final acceptance of the work Work is given along with a punch list, LESSOR shall complete all punch list items within twenty-one (21) working days following receipt of the CEO Letter. Should the items on the Hotel punch list not be completed within twenty-one (21) working days other than as a result of actions (or inactions) of COUNTY, LESSOR shall be obligated to pay a penalty to COUNTY of Five Hundred ($500) per day for the period from the Completion Date through the date that all punch list items have been completed.” CONSTRUCTION (4.1 S) LESSOR hereby agrees to complete, at LESSOR's expense, within one hundred eighty (180) calendar days after the date first written above, alterations, repairs, and other work (the "Work") in accordance with space plan dated April 10, 2007, and Specifications dated April 6, 2007, attached hereto and made only a part hereof as "Exhibit C." Should LESSOR fail to complete the Work within one hundred eighty (180) calendar days after execution of the Lease by COUNTY, COUNTY shall reduce subsequent rent due LESSOR by Five Hundred Dollars ($500) for each day the completion date of the Work exceeds the above mentioned 120‑day period. Said amount shall be considered as liquidated damages to compensate COUNTY for costs incurred as a result of such LESSOR‑caused delay. In addition to the amount stated above, COUNTY may, at COUNTY's sole option, upon giving written notice to LESSOR prior to the completion of the Work, terminate the Lease. In the event of such termination, this Lease shall terminate on the date specified in such notice and neither party shall have any further right or obligation to the other with respect to this Lease or the Premises. All planning and architectural/design costs required to accomplish the Work shall be LESSOR's responsibility. All plans and working drawings for the Work shall have the approval of the FranchisorCOUNTY. A copy Approval by COUNTY of said plans and work drawings shall not relieve LESSOR of the Punch List responsibility for complying with all applicable codes and construction requirements, nor of obtaining necessary permits or approvals from the authorities of proper jurisdiction. Subsequent to the completion of the Work, and prior to occupancy by COUNTY, LESSOR shall obtain COUNTY's approval and acceptance of the Work. Said approval shall be submitted manifested by letter from the Risk Manager, and may be subject to Buyer for its review completion of items on a "punch list." Said punch list will be generated by COUNTY. COUNTY shall have the option not to accept the Premises prior to completion of all items on any such punch list. In the event COUNTY's approval and comments. The costs of completing the Punch List Items that are not completed as acceptance of the Premises is given prior to the completion of a punch list, LESSOR shall have twenty-one (21) working days following receipt of said punch list to complete all remaining work contained therein. Should the items on the punch list not be completed within twenty-one (21) working days, COUNTY shall have the option to complete the Work and deduct the cost thereof, including labor, materials, and overhead from any rent payable. PAINTING BY LESSOR (4.2 S) Within sixty (60) days after commencement of the sixth year of the lease term, LESSOR shall repaint, at LESSOR'S sole expense, all painted surfaces within the Premises. Said painting shall be accomplished during hours other than COUNTY's normal working hours. LESSOR shall be responsible for the movement and subsequent replacement of all furniture, window coverings, and fixtures necessary to repaint the Premises. COUNTY shall, at its own cost and expense, be responsible for the movement and subsequent replacement of all computer equipment, electronic equipment, any other communication equipment, all otherwise sensitive equipment or files and for the personal effects of the COUNTY’s employees. Said paint shall be of a kind and quality in accordance with Exhibit C. The cost of said repainting shall not be included in the operating costs for the building for the purpose of operating cost adjustments. At COUNTY's sole option, COUNTY may elect to defer said repainting. Said deferral shall not release LESSOR from the obligation to repaint. Should COUNTY elect to defer said repainting, the Risk Manager, at least thirty (30) days prior to the scheduled repainting date, shall notify LESSOR in writing of COUNTY's decision to defer said repainting. This notice shall include the date of Closing, as reasonably estimated by COUNTY wishes the Seller repainting to take place. Should LESSOR fail to comply with the provisions of this clause, COUNTY shall have the option to complete said repainting and deduct the cost thereof from any rent payable. // CARPETING BY LESSOR (4.3 N) If after commencement of the sixth year of the lease term, COUNTY determines that carpeted surfaces within the Premises needs replacement due to excessive wear or fading, severe spotting, or excessive damage, LESSOR shall recarpet, at LESSOR's sole expense, all carpeted surfaces within the Premises that COUNTY determines needs replacement within reason. Said recarpeting shall be accomplished during hours other than COUNTY's normal working hours. LESSOR shall be responsible for the movement and subsequent replacement of all furniture and fixtures necessary to recarpet the Premises. COUNTY shall, at its own cost and expense, be responsible for the movement and subsequent replacement of all computer equipment, electronic equipment, any other communication equipment, all otherwise sensitive equipment or files and for the personal effects of the COUNTY’s employees. Said carpet shall be of a kind and quality in accordance with Exhibit C. The cost of said recarpeting shall not be included in the operating costs for the building for the purpose of operating cost adjustments. At COUNTY'S sole option, COUNTY may elect to defer said recarpeting. Said deferral shall not release LESSOR from the obligation to recarpet. Should COUNTY elect to defer said recarpeting, the Risk Manager, at least thirty (30) days prior to the scheduled recarpeting date, shall notify LESSOR in writing of COUNTY'S decision to defer said recarpeting. This notice shall include the date COUNTY wishes the recarpeting to take place. Should LESSOR fail to comply with the provisions of this clause, COUNTY shall have the option to complete said recarpeting and deduct the cost thereof from any rent payable. ALTERATIONS (4.4 S) COUNTY may make improvements and changes in the Premises, including but not limited to the installation of fixtures, partitions, counters, shelving, and equipment as deemed necessary or appropriate. It is agreed that any such fixtures, partitions, counters, shelving, or equipment attached to or placed upon the Premises by COUNTY shall be considered as personal property of COUNTY, who shall have the right to remove same. COUNTY agrees that the Premises shall be left in as good condition as when received, reasonable wear and tear excepted. ORANGE COUNTY TELECOMMUNICATIONS NETWORK (OCTNET) (4.5 N) LESSOR agrees that COUNTY may install, at COUNTY's sole cost and expense and subject to the prior written approval of BuyerLESSOR, such which approval shall not to be unreasonably withheld, plus fifty percent telecommunication devices in, on, or around the Premises and LESSOR's building in accordance with COUNTY's OCTNET plans and specifications provided that the provisions of the clause entitled (50%ALTERATIONS) of such costs, shall be held by Escrow Agent pursuant applicable to a holdback agreement and such work. It shall be disbursed COUNTY's responsibility to Seller only upon Buyer’s reasonable determination that obtain all governmental permits and/or approvals required for such installation; however, LESSOR shall reasonably cooperate with COUNTY as necessary or appropriate, to obtain said permits and/or approvals. REPAIR, MAINTENANCE, AND JANITORIAL SERVICES (5.1 S) LESSOR shall provide at its own cost and expense all repair, maintenance, (including fire extinguishers), and janitorial supplies and services to Premises, including but not limited to the repair, maintenance, and replacement as necessary, of the Punch List Items have been satisfactorily completedHeating, Ventilation, Air Conditioning (“HVAC”) system. Seller During all operating hours the HVAC system serving the Premises shall correct be capable of maintaining the Premises at 78º Dry Bulb at a maximum range of 40% to 60% Relative humidity during the summer when the outdoor temperature is 95º Dry Bulb, and at 68º Dry Bulb in the winter when the outside temperature is 35º Dry Bulb. In order for the COUNTY to comply with the California Code of Regulations, Title 8, Section 5142, and as it may be subsequently amended, LESSOR shall inspect the HVAC system at least once every month or complete on a schedule agreed to in writing by LESSOR and COUNTY, and provide repair and maintenance accordingly. LESSOR’s inspections and maintenance of the HVAC system shall be documented in writing. The LESSOR shall at a minimum maintain a record of: (a) the name of the individual(s) inspecting and/or maintaining the system, (b) the date of the inspection and/or maintenance, and (c) the specific findings and actions taken. The LESSOR shall ensure that such records are retained for at least five (5) years. The LESSOR shall make all Punch List ItemsHVAC records required by this section available to COUNTY for examination and copying, or cause within forty-eight (48) hours of a written request. LESSOR acknowledges that COUNTY may be subject to fines and/or penalties for failure to provide said records to regulatory agencies within the same given timeframes. Should COUNTY incur fines and/or penalties as a direct result of LESSOR’s failure to provide said records to COUNTY, LESSOR shall reimburse COUNTY for said fines and/or penalties within thirty (30) days upon written notice. Should LESSOR fail to reimburse COUNTY within thirty (30) days, COUNTY may deduct the amount of the fine and/or penalty from any rent payable. Janitorial supplies and services shall be corrected or completedprovided on a five-day-per-week basis in accordance with Exhibit D (JANITORIAL SPECIFICATIONS) attached hereto and made a part hereof. If LESSOR fails to provide satisfactory repair, at Seller’s expensemaintenance, with all diligence and janitorial services to the Premises, the Risk Manager may notify LESSOR in any event writing; and if LESSOR does not instigate measures to provide satisfactory service and/or to remedy the unsatisfactory conditions within ninety four (904) days after Substantial Completion COUNTY has placed such notice in the mail to LESSOR directed to the address shown for LESSOR in the clause entitled (NOTICES) below, or has personally delivered such notice to LESSOR, COUNTY may provide the repair, maintenance, and/or janitorial service necessary to remedy the unsatisfactory condition and assure satisfactory service or have others do so, and deduct the cost thereof, including labor and materials from any rent payable. If LESSOR fails to provide satisfactory janitorial supplies to Premises, the Risk Manager, may notify LESSOR either verbally or in writing; and if LESSOR does not provide janitorial supplies within twenty-four (24) hours after LESSOR has received such written notice from COUNTY, COUNTY may provide the janitorial supplies necessary or have others do so, and deduct the cost thereof, including labor and materials from any rent payable. If LESSOR or its representative cannot be contacted by COUNTY for emergency repairs and/or services the same day any emergency repairs and/or services are necessary to remedy the emergency condition, or if LESSOR following such contact by COUNTY is unable or refuses to make the necessary repairs within reason or provide the necessary services, COUNTY may at its option have the necessary repairs made and/or provide services to remedy the emergency condition, and deduct the cost thereof, including labor and materials from any rent payable. Should COUNTY be forced to shut down its operations within the Premises due to LESSOR's failure to provide services required by this clause, LESSOR shall be responsible for the cost, to the COUNTY, of such a shutdown. LESSOR shall provide COUNTY with a complete copy of the Hotel or janitorial contract covering the Closing on Premises, including the Hoteljanitorial schedule and any other exhibits. UTILITIES (5.2 N) LESSOR shall be responsible for and pay, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that delinquency date, all charges for utilities supplied to the Hotel can function in an orderly Premises except telephone, which shall be the obligation of COUNTY. Should LESSOR fail to provide utility service to the Premises, COUNTY may provide such service and businesslike manner at deduct the Effective Time cost thereof, including overhead, from any rent payable. LESSOR shall provide said services during normal business hours, which are 8:00 a.m. to 6:00 p.m. Monday through Friday, and 8:00 a.m. to 12:00 p.m. Saturday (“Pre-Opening Program”Holidays of the County of Orange excepted). Seller Should COUNTY require utility services at times other than during normal business hours, COUNTY shall cooperate pay LESSOR Fifty Dollars ($50) for each hour utility services are used during times other than normal business hours. LESSOR and COUNTY agree that said hourly rates will be charged in good faith one-half hour increments with a two (2) hour minimum. LESSOR shall provide COUNTY with a written statement of its monthly usage in the form of an invoice, which shall include a statement showing the date, time, location and duration of such usage, along with a summary of the COUNTY’s monthly charges. COUNTY shall pay LESSOR for excess usage with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotelfollowing month’s rent as Additional Rent. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable INSURANCE (the “Pre-Opening Costs”5.3 S).

Punch List. Upon notification from the Contractor that written request of Tenant or Landlord made no later than five days after the Hotel is Substantially Completed Lease Commencement Date, Landlord and ready for Tenant shall conduct a walk through inspection of the Property within thirty (30) days after the Lease Commencement Date (or such other time mutually acceptable to the parties) and reasonably agree on any “punch-list” items referred to in Section 1.06 above. Landlord agrees to exercise its reasonable efforts to complete such agreed upon punch-list items as soon as reasonably practicable after such walk through inspection, Seller shall prepare a “punch list” with the assistance of the Architect and the Franchisor. Seller acknowledges that final acceptance of the work on the Hotel shall be made only with the approval of the Franchisor. A copy of the Punch List shall be submitted to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event event, subject to Unavoidable Delays, such punch-list items shall be completed by Landlord within ninety forty-five (9045) days after Substantial Completion such walk through inspection by Landlord and Tenant. Subject to Unavoidable Delays, in the event that Landlord fails to complete such punch-list items within such forty-five (45) day period, Tenant shall have the right, but not the obligation, to perform such work on Landlord’s account, in which event Landlord shall reimburse Tenant for all reasonable costs and expenses incurred by Tenant in connection therewith within thirty (30) days after Landlord’s receipt of an invoice therefor from Tenant (failing which Tenant shall (without limiting its other rights and remedies) have the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function offset rights described in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”Section 30.02 below). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer Tenant agrees to permit Landlord reasonable access to the Property in advance Premises, subject to the provisions of the Closing this Lease, in order to conduct their activities related complete any such punch-list work, and Landlord agrees to the Preperform such punch-Opening Program; provided list work in a manner that the Pre-Opening Program shall does not be permitted to unreasonably interfere with Tenant’s use and occupancy of the Premises or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations other portions of the Property up which Tenant has the right to but use hereunder. Notwithstanding the foregoing, if such punch-list work cannot including reasonably be completed within the Effective Timeabove-referenced forty-five (45) day period and the delay is not due to an Unavoidable Delay (and the failure to perform such warranty work will not result in an emergency or hazardous condition), regardless then as long as Landlord has commenced the punch-list work during such forty-five (45) day period, and at all times diligently pursues the completion of when such costs are payable (the “Pre-Opening Costs”)work, Landlord shall be given such additional time as is reasonably necessary to complete such work.

Punch List. Upon notification from Prior to the Contractor that the Hotel is Substantially Completed and ready for inspectionClosing, Seller shall prepare Xxxxxxxxx agrees to participate in a “punch list” with the assistance walk-through of the Architect and Unit ("Walk-Through") with Seller's representative in order to compile a list of items the Franchisor. Seller acknowledges that final acceptance parties mutually agree need correction, which are apparent at the time of the work on the Hotel shall be made only with the approval of the Franchisor. A copy of the Punch inspection ("Walk-Through List"), which Walk-Through List shall be submitted signed by both Purchaser and Seller. If Purchaser fails or refuses to Buyer complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its review and comments. The costs contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of completing sixty (60) working days after preparation of the Punch Walk-Through List Items that are not completed as of or sixty (60) working days after the date of Closing, as reasonably estimated by the Seller with the approval of Buyersubject to Force Majeure. Xxxxxxxxx understands and agrees that paving, such approval not to be unreasonably withheldexterior cement work, plus fifty percent (50%) of such costslandscaping, shall be held by Escrow Agent pursuant to a holdback agreement final exterior finish and shall be disbursed to Seller only upon Buyer’s reasonable determination that all some components of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall Project may not be permitted completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as soon as practicable thereafter. Purchaser’s refusal to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related close this transaction due to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”).the

Punch List. Upon notification Tenant has completed a walk-through inspection of the Premises and the portions of the Building and common areas reasonable necessary for Tenant to conduct its business operations from the Contractor that Premises (the Hotel is Substantially Completed and ready for inspection“Walk-Through Inspection”). Within five (5) business days after the Lease Reference Date, Seller Tenant shall prepare deliver to Landlord a “punch list” with list identifying: (a) any areas in which Landlord may not have achieved the assistance Substantial Completion of the Architect Shell Improvements as required herein, and the Franchisor. Seller acknowledges that final acceptance (b) any incomplete or non-complying items of the work on Shell Improvements. If Tenant fails to provide any such list, or if the Hotel items contained in the list are solely minor punchlist items which will not prevent Tenant from using the Premises for the purposed intended and can be completed in thirty (30) days (“Punchlist Items”), the Substantial Completion of the Shell Improvements shall be made only with the approval of the Franchisor. A copy of the Punch List shall be submitted deemed to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed have occurred as of the date identified in Landlord’s initial notice to Tenant as the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or Shell Improvements, provided that Landlord shall repair such Punchlist Items within thirty (30) days after the Closing date of the Walk-Through Inspection. If Tenant does submit such a list, and the items set forth on the Hotellist are, whichever is later. Pre-Opening Program. It is contemplated that certain activitiesin fact, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance part of the Closing Shell Improvements under this Lease and are not Punchlist Items, Landlord shall promptly commence and diligently pursue the completion and/or correction of such items within a reasonable time thereafter, and, in order to conduct their activities related to any event, the Pre-Opening Program; provided that Substantial Completion of the Pre-Opening Program Shell Improvements shall not be permitted deemed to interfere with or delay have occurred until the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs listed items are payable (the “Pre-Opening Costs”)completed and/or corrected.

Punch List. Upon notification from (a) During the performance of the Work, Contractor shall maintain a list setting forth parts of the Work which remain to be performed in order to confirm that the Hotel is Substantially Completed and ready for inspectionWork fully complies with the terms of this Agreement. Following Mechanical Completion, Seller Contractor shall promptly provide a copy of such list to Owner. (b) No later than fourteen (14) days after the Substantial Completion Date, Contractor shall prepare and submit to Owner a comprehensive list (the “punch list” with Punch List”) of items to be completed to reach the assistance of Final Acceptance Date. Contractor shall make such revisions to the Architect Punch List as and when reasonably requested by Owner from time to time prior to the Franchisor. Seller acknowledges Final Acceptance Date; provided that final acceptance of the work Contractor shall not be obligated to include any items on the Hotel shall be made only with the approval of the Franchisor. A copy Punch List that directly relate to any Equipment for which Owner has taken operational care, custody and control if such items were submitted by Owner more than thirty (30) days after receipt of the Punch List from Contractor pursuant to this paragraph (b). (c) Upon request of Owner, Contractor shall be submitted to Buyer for its review and commentspromptly estimate the reasonable commercial value of all items on the punch list that have not been completed. The costs of completing the Punch List Items Parties agree that with respect to punch list items that remain uncompleted and which are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not preventing Final Acceptance to be unreasonably withheld, plus fifty percent achieved within one hundred eighty (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90180) days after the Guaranteed Substantial Completion Date, it may be more expedient for Owner to complete such punch list items, at its election and option. If the Parties are able to agree upon the commercial value of all items on the punch list, and if the Parties mutually agree, Owner may, in lieu of requiring the Contractor to complete the punch list items, require the Contractor to pay to Owner an amount equal to “*****”% of the Hotel or commercial value of the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, remaining punch list items as determined agreed upon by the Management CompanyOwner. Owner shall have the right to offset such amount owed by Contractor against any amounts owed by Owner to Contractor at Final Acceptance, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)under this Agreement.

Punch List. Upon notification from (a) During the Performance of the Work, Contractor shall maintain a list setting forth parts of the Work which remain to be performed in order to confirm that the Hotel is Substantially Completed and ready for inspectionWork fully complies with the terms of this Agreement. Contractor shall promptly provide a copy of such list to Owner upon request. (b) No later than fourteen (14) days after the Phase I Commercial Operation Date, Seller Contractor shall prepare and submit to Owner a “punch list” with comprehensive list (the assistance "Punch List") of items to be completed for such Phase to reach Final Acceptance. Contractor shall make such revisions to the Architect Punch List as and the Franchisor. Seller acknowledges when requested by Owner from time to time; provided that final acceptance of the work Contractor shall not be obligated to include any items on the Hotel shall be made only with Punch List that directly relate to any Phase I Equipment for which Owner has taken operational care, custody and control if such items were submitted by Owner more than the approval later of (i) twenty-one (21) days after the Franchisor. A copy Phase I Commercial Operation Date or (ii) seven (7) days after receipt of the Punch List from Contractor pursuant to this paragraph (b). (c) No later than seven (7) days after the Phase II Commercial Operation Date, Contractor shall submit to Owner a revised Punch List including all items to be submitted completed to Buyer for its review and commentsreach Final Acceptance. The costs of completing Contractor shall make such revisions to the Punch List Items as and when requested by Owner from time to time; provided that are Contractor shall not completed as be obligated to include any items on the Punch List that directly relate to any Phase II Equipment for which Owner has taken operational care, custody and control if such items were submitted more than the later of (i) fourteen (14) days after the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent Phase II Commercial Operation Date or (50%ii) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all seven (7) days after receipt of the Punch List Items from Contractor pursuant to this paragraph (c). (d) Upon request of Owner, Contractor shall promptly estimate the reasonable commercial value of all items on the punch list that have not been satisfactorily completed. Seller The Parties agree that with respect to punch list items that remain uncompleted and which are preventing Final Acceptance, it may be more expedient for Owner to complete such punch list items, as its election and option. If the Parties are able to agree upon the commercial value of all items on the punch list, and the Owner so elects, at its sole discretion, the Owner may, in lieu of requiring the Contractor to complete the punch list items, require the Contractor to pay to Owner an amount equal to 150% of the commercial value of the remaining punch list items as agreed upon by the Owner. Owner shall correct or complete all Punch List Itemshave the right to offset such amount owed by Contractor against any amounts owed by Owner to Contractor at Final Acceptance, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)under this Agreement.

Punch List. Upon notification from In addition to and notwithstanding anything to the Contractor that contrary in ---------- Paragraphs 5 and 40 of this Lease, Tenant shall have thirty (30) days after the Hotel is Substantially Completed and ready for inspection, Seller shall prepare Commencement Date to provide Landlord with a “written "punch list” with " pertaining to defects in the assistance Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Architect Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the Franchisorincomplete or defective construction related to the Tenant Improvements installed by Landlord. Seller acknowledges that final acceptance After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Hotel Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written feral the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 ("Acceptance and Surrender"), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted by Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, a crack in the foundation, or exterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, or which is not life- threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph shall be made only with the approval of the Franchisor. A copy of the Punch List no force and effect if Tenant shall be submitted fail to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, give any such approval not notice to be unreasonably withheld, plus fifty percent Landlord within thirty (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (9030) days after Substantial Completion the Commencement Date of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)this Lease.

Punch List. Upon notification from If, at any time after the Contractor Facility has been Physically Completed, there exist any items requiring completion or correction, then the Seller agrees to use all reasonable diligence to complete or correct the items so that each conforms to the Hotel is Substantially Completed and ready for inspection, Seller shall prepare a “punch list” with the assistance Final Plans. In furtherance but not in limitation of the Architect foregoing, within thirty (30) days after the Facility has been Physically Completed, the Seller and the FranchisorPurchaser shall inspect the Facility and shall make a Punch-List of items requiring completion or correction. Seller acknowledges that final acceptance The execution of the work on the Hotel this Agreement shall be made only with the approval of the Franchisor. A copy of the Punch List shall be submitted to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not deemed to be unreasonably withheld, plus fifty percent (50%) of the Seller's written undertaking to complete or correct to Purchaser's reasonable satisfaction each such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event item within ninety (90) days after Substantial Completion transfer of title, Seller further agreeing to permit Purchaser to complete any such items at Seller's expense if Seller has failed to complete the same within the ninety (90) day time period. In order to secure Seller's performance hereunder, each item on the Punch-List shall be assigned a reasonable value based upon the Seller's and Purchaser's good faith estimate of the Hotel cost of completion or correction of the same and Purchaser shall be entitled to withhold from the Purchase Price 120% thereof (the "Punchlist Holdback") until the later to occur of the expiration of said 90 day period or the Closing on completion of the HotelPunch-List items by Purchaser, whichever is later. Pre-Opening Program. It is contemplated that certain activitiesprovided, however in the event of the completion thereof by Purchaser, the Purchaser shall be entitled to retain from the Punchlist Holdback as determined reimbursement for the costs incurred, an amount equal to the lesser of (i) the actual cost to correct or complete any such Punchlist item or (ii) 120% of the reasonable value assigned by the Management Company, must be undertaken prior to parties for the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance correction or completion of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)same.

Punch List. Upon notification Not less than fifteen (15) business days prior to the Substantial Completion of the Shell Improvements, Landlord shall deliver notice to Tenant of the same and Landlord’s construction representative and Tenant’s construction representative shall meet and do a complete walk-through inspection (“Walk-Through Inspection”) of the Premises and the portions of the Building and common areas reasonable necessary for Tenant to conduct its business operations from the Contractor that Premises, to identify (a) any areas in which Landlord may not have achieved the Hotel is Substantially Completed and ready for inspection, Seller shall prepare a “punch list” with the assistance Substantial Completion of the Architect Shell Improvements as required herein, and the Franchisor. Seller acknowledges that final acceptance (b) any incomplete or non-complying items of the work on Shell Improvements. At the Hotel conclusion of the Walk-Through Inspection, Tenant shall deliver to Landlord a list containing all items described in (a) and (b) above. If Tenant fails to provide any such list, or if the items contained in the list are solely minor punchlist items which will not prevent Tenant from using the Premises for the purposed intended and can be completed in thirty (30) days (“Punchlist Items”), the Substantial Completion of the Shell Improvements shall be made only with the approval of the Franchisor. A copy of the Punch List shall be submitted deemed to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed have occurred as of the date identified in Landlord’s initial notice to Tenant as the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or Shell Improvements, provided that Landlord shall repair such Punchlist Items within thirty (30) days after the Closing date of the Walk-Through Inspection. If Tenant does submit such a list, and the items set forth on the Hotellist are, whichever is later. Pre-Opening Program. It is contemplated that certain activitiesin fact, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance part of the Closing Shell Improvements under this Lease and are not Punchlist Items, Landlord shall promptly commence and diligently pursue the completion and/or correction of such items within a reasonable time thereafter, and, in order to conduct their activities related to any event, the Pre-Opening Program; provided that Substantial Completion of the Pre-Opening Program Shell Improvements shall not be permitted deemed to interfere with or delay have occurred until the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs listed items are payable (the “Pre-Opening Costs”)completed and/or corrected.

Punch List. Upon notification from In addition to and notwithstanding anything to the Contractor that contrary in ---------- Paragraphs 5 and 40 of this Lease, Tenant shall have thirty (30) days after the Hotel is Substantially Completed and ready for inspection, Seller shall prepare Commencement Date to provide Landlord with a “written "punch list” with " pertaining to defects in the assistance interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Architect Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the Franchisorincomplete or defective construction related to the Tenant Improvements installed for Tenant by Landlord. Seller acknowledges that final acceptance After such inspection has been completed, Landlord shall prepare, mid both parties shall sign, a list of all "punch list" items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Hotel Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s):in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 ("Acceptance and Surrender"), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted by Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, a crack in the foundation, or exterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, or which is not life- threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph shall be made only with the approval of the Franchisor. A copy of the Punch List no force and effect if Tenant shall be submitted fail to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, give any such approval not notice to be unreasonably withheld, plus fifty percent Landlord within thirty (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (9030) days after Substantial Completion the Commencement Date of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)this Lease.

Punch List. Upon notification from In addition to and notwithstanding anything to the Contractor that contrary in Paragraphs 5 and 40 of this Lease, Tenant shall have thirty (30) days after the Hotel is Substantially Completed and ready for inspection, Seller shall prepare Commencement Date to provide Landlord with a “written "punch list” with " pertaining to defects in the assistance Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Architect Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the Franchisorincomplete or defective construction related to the Tenant Improvements installed by Landlord. Seller acknowledges that final acceptance After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Hotel Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 ("Acceptance and Surrender"), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted by Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, a crack in the foundation, or exterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, or which is not life-threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph shall be made only with the approval of the Franchisor. A copy of the Punch List no force and effect if Tenant shall be submitted fail to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, give any such approval not notice to be unreasonably withheld, plus fifty percent Landlord within thirty (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (9030) days after Substantial Completion the Commencement Date of the Hotel or the Closing on the Hotel, whichever is laterthis Lease. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”This Space Left Blank Intentionally). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”).

Punch List. Upon notification from Substantial Completion of the Contractor that Tenant Improvements, Landlord shall provide written notice to Tenant of the Hotel is Substantially Completed Substantial Completion of the Tenant Improvements and ready for inspection, Seller shall prepare Landlord and Tenant within five (5) business days after receiving such notice will inspect the Premises and develop a mutually agreed upon “punch list” of any Tenant Improvement items which were either not properly completed or are in need of repair. Punch list items must be of a scope and nature that will cause no material interference with the assistance Tenant’s use and occupancy of the Architect Premises and the Franchisor. Seller acknowledges that final acceptance Tenant may reject any tender of the Premises as not achieving Substantially Completion if any deficiencies or uncompleted work will cause material interference with Tenant’s use and occupancy of the Premises. Landlord will complete (or repair, as the case may be) the items listed on the Hotel punch list with commercially reasonable diligence and speed; provided, however, that Landlord shall be made only with the approval use commercially reasonable efforts to complete all punch list items within thirty (30) days following receipt of the Franchisormutually agreed upon punch list. A copy If Landlord fails to initiate the completion of any punch list item within such thirty (30) day period and diligently pursue the Punch List shall be submitted completion thereof, Tenant may complete any such punch list item at Landlord’s expense if Landlord fails to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, complete any such approval not to be unreasonably withheld, plus fifty percent punch list item within ten (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (9010) days after Substantial Completion Landlord’s receipt of a written notice from Tenant identifying the Hotel or incomplete punch list items and stating that Tenant will complete such punch list items at Landlord’s expense if not completed by Landlord within ten (10) days after Landlord’s receipt of such notice. If Tenant does not inspect the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, Premises with Landlord as determined reasonably requested by the Management Company, must be undertaken Landlord prior to or upon Substantial Completion, Tenant will be deemed to have accepted the Closing Date so that the Hotel can function in an orderly Premises as delivered, subject to any punch list items Landlord develops and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)Tenant’s rights under Section 17.15.

Punch List. Upon notification from the Contractor that the Hotel is Substantially Completed (a) Within five (5) business days after Substantial Completion, Tenant and ready for inspection, Seller shall Landlord will conduct a “walk-through” with Landlord’s general contractor to prepare a “punch listpunchlist” of any deficiencies or incomplete work regarding Landlord's Work and Tenant will accept possession of the Premises "subject to" such listed deficiencies. Landlord agrees to correct any deficiencies within a reasonable time, following which Landlord is under no further obligation to alter, change, decorate or improve the Premises, whether to adapt them for the use for which they are leased or for any other purpose. The existence of any such deficiencies does not affect Substantial Completion or Tenant's obligation to accept possession of the Premises as otherwise required under the Lease. The failure of Tenant to participate in said “walk-through” or preparation of a punchlist within said 5-day period constitutes a waiver by Tenant of all rights with respect to any deficiencies or incomplete work. The punchlist will not include any damage to the Premises caused by Tenant or its contractors, the repair of which is the sole responsibility of Tenant. (b) Tenant acknowledges that except as expressly provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, or with respect to the suitability or fitness of either for the conduct of Tenant's business or for any other purpose. The taking of possession of the Premises by Tenant conclusively establishes that Tenant accepts the Premises in their then "as is, where is" condition, that the Premises are at such time in satisfactory condition and in conformity with the assistance provisions of this Lease in all respects, and that Landlord has installed all improvements for which Landlord is responsible under this Exhibit C and that there are no items needing additional work or repair, except as to any listed deficiencies set forth in the punchlist described in subparagraph 8(a). 1. Landlord may from time to time adopt and amend Rules and Regulations for the security or safety of the Architect Project, or persons using the Project. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency. Whenever the Franchisorterm Tenant is used it shall include the Tenant, its employees and invitees. 2. Seller acknowledges that final acceptance The sidewalks, halls, passages, exits and entrances of the work on the Hotel shall be made only with the approval Premises and of the FranchisorProject will not be obstructed by Tenant or used by it for any purpose other than for ingress to and egress from the Premises. A copy Tenant will not permit loitering, illegal or dangerous activity by its employees and/or invitees. Tenant will not permit any blockage of truck ways, lane ways or common shipping doors by vehicles delivering to or from the Premises. 3. Tenant will not go upon the roof of the Punch List shall be submitted to Buyer Building, except where required for its review Tenant’s maintenance obligations, and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall Tenant will not be permitted to interfere with place or delay install any object or equipment on the activities exterior or on the roof of Seller in completing the HotelBuilding, without Landlord’s written permission. Seller However, Tenant shall pay in a timely manner be responsible for all costs associated to repair any damage done by such installation or placement which has been approved by Landlord. 4. Except as provided in Section 11 of the Lease and Exhibit F thereof, no signs of any kind or window coverings, save and except those requested to be installed by Landlord, visible from the exterior of the Premises will be displayed by Tenant on any part of the Building or the Premises without the prior written consent of Landlord. Landlord will adopt and furnish to Tenant general guidelines relating to signs. Tenant agrees to conform to such guidelines. In the event of the violation of this rule by Tenant, Landlord may remove the violating items without any liability, and may charge the expense incurred to remove such signs to Tenant together with an administration fee of 15%. For clarity, the Pre-Opening Program or otherwise related terms of this Section 4 are subordinate to the pre-opening operations provisions of Section 11 of the Property up Lease and Exhibit F thereof, 0. Xxxxx on any exterior signage will be provided in Landlord’s sole discretion. Tenant will not have any right to but not including the Effective Timeuse of any exterior sign, regardless unless otherwise approved by Landlord. For clarity, the terms of when this Section 5 are subordinate to the provisions of Section 11 of the Lease and Exhibit F thereof, 6. Landlord will have the right to prohibit any advertising by Tenant mentioning the Project that, in Landlord’s reasonable opinion, tends to impair the reputation of the Project or its desirability as a Project. Upon written notice from Landlord, Tenant will refrain from or discontinue such costs advertising 7. Canvassing, peddling, soliciting, and distributing handbills or any other written materials in the Building or on the Project are payable (the “Pre-Opening Costs”)prohibited, and Tenant will cooperate to prevent this occurring.

Punch List. Upon notification from As a condition of and prior to the Contractor that the Hotel is Substantially Completed and ready for inspection, Seller shall prepare Architect issuing a “punch list” with the assistance certificate to Tenant of the Substantial Completion of the Initial Improvements (or of the Expansion Improvements by the Expansion Architect, if applicable), Landlord, ten (10) days prior to the date Landlord reasonably believes the Initial Improvements (or Expansion Improvements, if applicable) will be Substantially Complete, shall so advise Tenant, in writing. Promptly following such notice, Landlord, Contractor, Tenant and Architect (or the Expansion Architect in the instance of the Expansion Improvements, if applicable) shall make a joint physical inspection of the Initial Improvements (or of the Expansion Improvements, if applicable) to list the items of punch list work to be completed ("Punch List Items") and the Franchisor. Seller acknowledges duration of time that final acceptance of the work on the Hotel shall be made only with afforded to complete the approval of same, subject to Permitted Delays. Punchlist List Items shall include minor corrective or minor incomplete items in respect to the FranchisorInitial Improvements (or Expansion Improvements, if applicable). A copy of In the Punch List shall be submitted event Landlord, Contractor and Tenant are unable to Buyer for its review and comments. The costs of completing agree on the Punch List Items or the time within which they shall be completed, the Architect's (or that are not completed as of the date Expansion Architect, if applicable) determination shall be binding on the Landlord, Contractor and Tenant, which determination in respect to which items are included shall based solely on the determination of Closing, as reasonably estimated by whether the Seller item in question was constructed in substantial conformity with the approval Final Plans (or the Final Expansion Plans, if applicable). When the list of BuyerPunchlist List Items are determined as aforesaid, Contractor, in the instance of the Initial Improvements, and the Landlord, in the instance of the Expansion Improvements, shall deliver, in writing, its unconditional promise to complete, subject to Permitted Delays, the applicable Punch List Items within thirty (30) days thereafter, or such approval not longer period of time determined as aforesaid. In the event that the Contractor fails to be unreasonably withheldcomplete the Punch List Items within the times determined as aforesaid, then the Tenant, following fifteen (15) days prior written notice to the Landlord, shall have the right to complete the Punch List Items and deduct from the Base Rent a sum equal to Tenant's direct, out of pocket costs incurred in completing such incomplete Punch List Items, plus fifty an administrative fee equal to ten percent (5010%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”).

Punch List. Upon notification from In addition to and notwithstanding anything to the Contractor that contrary in Paragraphs 8 and 45 of this Lease, Tenant shall have fifteen (15) days after the Hotel is Substantially Completed and ready for inspection, Seller shall prepare Commencement Date to provide Landlord with a “written "punch list” with " pertaining to defects in the assistance Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Architect Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the Franchisorincomplete or defective construction related to the Tenant Improvements installed by Landlord. Seller acknowledges that final acceptance After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties reasonably agree are to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Hotel Premises). Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, a crack in the foundation, or exterior walls that does not endanger the structural integrity of the building, or which is not life-threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph shall be made only with the approval of the Franchisor. A copy of the Punch List no force and effect if Tenant shall be submitted fail to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, give any such approval not notice to be unreasonably withheld, plus fifty percent Landlord within fifteen (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (9015) days after Substantial Completion the Commencement Date of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)this Lease.

Punch List. Upon notification from In addition to and notwithstanding anything to the Contractor that contrary in Paragraph 6.A above, Tenant shall have thirty (30) days after the Hotel is Substantially Completed and ready for inspection, Seller shall prepare Commencement Date to provide Landlord with a written “punch list” with pertaining to defects in the assistance Tenant Improvements constructed by Landlord for Tenant. As soon as reasonably possible after timely receipt of the Architect punch list, Landlord (or one of Landlord’s representatives if so approved by Landlord), and the Franchisor. Seller acknowledges that final acceptance Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the incomplete or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all “punch list” items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Hotel Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 (“Acceptance and Surrender”), Tenant shall not be made only with responsible upon Lease Termination to repair said item(s) so noted by Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the approval completion of the Franchisor. A copy of the Punch List shall be submitted same) to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completedcomplete, at SellerLandlord’s expense, with all diligence the “punch list” items without the Commencement Date of the Lease and in Tenant’s obligation to pay Rent thereunder being affected. Landlord’s obligations under this Paragraph 6.C shall be of no force and effect if Tenant shall fail to give any event such notice to Landlord within ninety thirty (9030) days after Substantial Completion the Commencement Date of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)this Lease.

Punch List. Upon notification from Prior to the Contractor that the Hotel is Substantially Completed and ready for inspectionClosing, Seller shall prepare Purchaser agrees to participate in a “punch list” with the assistance walk- through of the Architect and Unit ("Walk-Through") with Seller's representative in order to compile a list ofitems the Franchisor. Seller acknowledges that final acceptance parties mutually agree need correction, which are apparent at the time of the work on the Hotel shall be made only with the approval of the Franchisor. A copy of the Punch inspection ("Walk- Through List"), which Walk-Through List shall be submitted signed by both Purchaser and Seller. If Purchaser fails or refuses to Buyer complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its review and comments. The costs contractors to complete the items on the Walk-Through List at Seller’s expense within the later to occur of completing sixty (60) working days after preparation of the Punch Walk-Through List Items that are not completed as of or sixty (60) working days after the date of Closing, subject to Force Majeure. Purchaser understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as reasonably estimated by soon as practicable thereafter. Purchaser’s refusal to close this transaction due to the Seller with the approval of Buyer, such approval not need for reasonable further work (to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or the Closing noted on the Hotel, whichever is later. PreWalk-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior Through List with respect to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller Unit) shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in constitute a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)default by Purchaser under this Agreement.

Punch List. Upon notification from In addition to and notwithstanding anything to the Contractor that contrary in ---------- Paragraphs 10 and 45 of this Lease, Tenant shall have thirty (30) days after the Hotel is Substantially Completed and ready for inspection, Seller shall prepare Commencement Date to provide Landlord with a “written "punch list” with " pertaining to defects in the assistance Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Architect Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the Franchisorincomplete or defective construction related to the Tenant Improvements installed by Landlord. Seller acknowledges that final acceptance After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Hotel Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 8 ("Acceptance and Surrender"), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted by Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, a crack in the foundation, or exterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, or which is not life- threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph shall be made only with the approval of the Franchisor. A copy of the Punch List no force and effect if Tenant shall be submitted fail to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, give any such approval not notice to be unreasonably withheld, plus fifty percent Landlord within thirty (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (9030) days after Substantial Completion the Commencement Date of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)this Lease.

Punch List. Upon notification from (a) During the performance of the Work, Contractor shall maintain a list setting forth parts of the Work which remain to be performed in order to confirm that the Hotel is Substantially Completed and ready for inspectionWork fully complies with the terms of this Agreement. Following Mechanical Completion, Seller Contractor shall promptly provide a copy of such list to Owner. (b) No later than fourteen (14) days after the Substantial Completion Date, Contractor shall prepare and submit to Owner a comprehensive list (the “punch list” with Punch List”) of items to be completed to reach the assistance of Final Acceptance Date. Contractor shall make such revisions to the Architect Punch List as and when reasonably requested by Owner from time to time prior to the Franchisor. Seller acknowledges Final Acceptance Date; provided that final acceptance of the work Contractor shall not be obligated to include any items on the Hotel shall be made only with the approval of the Franchisor. A copy Punch List that directly relate to any Equipment for which Owner has taken operational care, custody and control if such items were submitted by Owner more than thirty (30) days after receipt of the Punch List from Contractor pursuant to this paragraph (b). (c) Upon request of Owner, Contractor shall be submitted to Buyer for its review and commentspromptly estimate the reasonable commercial value of all items on the punch list that have not been completed. The costs of completing the Punch List Items Parties agree that with respect to punch list items that remain uncompleted and which are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not preventing Final Acceptance to be unreasonably withheld, plus fifty percent achieved within one hundred eighty (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90180) days after the Guaranteed Substantial Completion Date, it may be more expedient for Owner to complete such punch list items, at its election and option. If the Parties are able to agree upon the commercial value of all items on the punch list, and if the Parties mutually agree, Owner may, in lieu of requiring the Contractor to complete the punch list items, require the Contractor to pay to Owner an amount equal to *****% of the Hotel or commercial value of the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, remaining punch list items as determined agreed upon by the Management CompanyOwner. Owner shall have the right to offset such amount owed by Contractor against any amounts owed by Owner to Contractor at Final Acceptance, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)under this Agreement.

Punch List. Upon notification If, as a result of the final joint inspection of Landlord’s TI Work as described in Section 8 above, Tenant discovers deviations or variations from the Contractor that the Hotel is Substantially Completed and ready for inspectionApproved Plans, Seller shall prepare or items which are incomplete, defective or in need of repair or replacement, of a nature commonly found on a “punch list” (as that term is used in the construction industry), Tenant shall promptly notify Landlord of such items; provided, however, that in the event of a dispute, Landlord and Tenant shall negotiate in good faith, using their reasonable discretion, to determine which items constitute punch list items. If the parties cannot agree, the matter shall be decided by an architect mutually selected by Landlord and Tenant, whose fee shall be paid equally by Landlord and Tenant. If after such inspection, Tenant discovers additional latent defects in Landlord’s TI Work which may still be claimed as “punch list” items with the assistance contractor performing Landlord’s TI Work under the terms of the Architect and the Franchisor. Seller acknowledges that final acceptance applicable construction contract, Tenant may notify Landlord of the work particular item and Landlord will use diligent efforts to cause such contractor to comply with its warranty or punch list obligations with regard thereto provided (i) Tenant shall have the burden of establishing that any punch list items discovered after the final inspection are in fact defects in construction and not items damaged by Tenant, its agents, employees, contractors and invitees, or in need of repair due to ordinary wear and tear, and (ii) Tenant’s right to claim additional punch list items shall cease on the Hotel shall be made only with the approval of the Franchisor. A copy of the Punch List shall be submitted to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of date which is fifteen (15) days after the date of Closingthe final inspection. Except to the extent that the same would prevent Tenant from lawfully occupying, as reasonably estimated by or would interfere with Tenant’s use of, the Seller with Premises, the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) existence of such costspunch list items shall not postpone the date of Substantial Completion, shall be held by Escrow Agent pursuant the Commencement Date of this Lease nor the obligation of Tenant to a holdback agreement and shall be disbursed pay Rent, additional rent or any other charges due under this Lease. Landlord will cause its contractor(s) to Seller only upon Buyer’s reasonable determination that all of correct the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or the Closing items noted on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)punch list promptly thereafter.

Punch List. Upon notification Substantial Completion (as defined below) of the Work, LESSOR shall request the HCA Facilities Operations Manager’s approval and acceptance of such Work, which approval will not be unreasonably withheld or delayed. Said approval shall be manifested by a letter from the Contractor that the Hotel is Substantially Completed HCA Facilities Operations Manager (“HCA Letter”), and ready for inspection, Seller shall prepare may be subject to completion of items on a “punch list,” with the assistance of the Architect and the Franchisor. Seller acknowledges that final acceptance of the work on the Hotel which shall be made only with generated by COUNTY and included in the approval of HCA Letter. COUNTY shall not be required to send the Franchisor. A copy of the Punch List shall be submitted to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination HCA Letter until COUNTY is satisfied that all of the Punch List Items Work has reached Substantial Completion (other than punch list items, if any) pursuant to this Lease in COUNTY’s sole but reasonable discretion. As used in this Clause 28 (D), “Substantial Completion” means that the Work shall have been satisfactorily completedcompleted in accordance with the provisions of this Lease and any mutually approved plans and specifications, such that the Premises may continue to be occupied by COUNTY for the intended purposes subject to “punch list” items, if any. Seller In the event COUNTY’s approval and acceptance of the Work is given along with a punch list, XXXXXX shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event punch list items within ninety twenty-one (9021) working days after Substantial Completion following receipt of the Hotel or HCA Letter. Should the Closing items on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall punch list not be permitted completed within twenty-one (21) working days other than as a result of actions (or inactions) of COUNTY, LESSOR shall be obligated to interfere with or delay pay a penalty to COUNTY of One Hundred Ten ($110) per day for the activities of Seller in completing period from the Hotel. Seller shall pay in a timely manner Completion Date through the date that all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)punch list items have been completed.

Punch List. Upon notification In connection with and as a condition to the achievement of Electrical Works Completion for a particular circuit and the achievement of WTG Mechanical Completion as to each WTG, Contractor shall develop a list (each, an “Interim Punch List”) setting forth parts of the Work which remain to be performed in order to confirm that the Work fully complies with the terms of this Agreement. Contractor agrees that installation of the fiber optic cable and connection to the Project’s SCADA system is not an Interim Punch List Item. In addition to Contractor providing the Interim Punch List to Owner in accordance with this Article 7, Contractor shall also promptly provide a copy of such list to Owner upon Owner’s request. Contractor shall make such revisions to such list as and when requested by Owner from time to time. As a condition to Project Mechanical Completion, Contractor shall prepare and submit to Owner a comprehensive list (the “Punch List”) setting forth remaining Punch List Items, including any items from the Interim Punch Lists that have not been completed and also including a listing of Contractor that deliverables required to be provided to Owner hereunder as a prerequisite to the Hotel is Substantially Completed achievement of Final Completion, including without limitation, Lien releases, As-Built Drawings, and ready for inspectionother required documentation, Seller shall prepare a “punch list” with the assistance as well as performance of Job Site clean-up and other post-construction activities, and also including Contractor’s reasonable estimate of the Architect and the Franchisorcost to complete each such Punch List Item. Seller acknowledges that final acceptance of the work on the Hotel Contractor shall be made only with the approval of the Franchisor. A copy of make such revisions to the Punch List shall be submitted as and when reasonably requested by Owner from time to Buyer for its review and commentstime. The costs of completing Owner shall reasonably estimate the cost to complete all items on the Punch List that have not been completed. The Parties agree that with respect to Punch List Items that remain uncompleted and which are not completed as of the date of Closingpreventing Final Completion, as reasonably estimated by the Seller with the approval of Buyer, it may be more expedient for Owner to complete such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completedat its sole election and option. If Owner so elects, at Seller’s expenseits sole discretion, with all diligence and Owner may, in any event within ninety lieu of requiring Contractor to complete the Punch List Items, require Contractor to pay to Owner an amount equal to one hundred percent (90100%) days after Substantial Completion of the Hotel or commercial value of the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, remaining Punch List Items as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function established as provided above in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”this Section 7.5(b). Seller Upon such election by Owner, such Punch List Items shall cooperate in good faith with be deemed removed from the Pre-Opening Program and Punch List. Owner shall provide have the Franchisor and Buyer reasonable access right to the Property in advance of the Closing in order offset such amount owed by Contractor against any amounts owed by Owner to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program Contractor at Final Completion or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)under this Agreement.

Punch List. Upon notification from Unless otherwise agreed to by Landlord and Tenant or as ---------- to any latent defects of which Tenant notifies Landlord in writing within nine (9) months after the Contractor Commencement Date, Tenant's taking possession of any portion of the Premises at the time as the Premises are ready for occupancy will be conclusive evidence that the Hotel Premises is Substantially Completed in good order and ready for inspection, Seller shall prepare satisfactory condition when Tenant took possession; except as to any items requiring correction or completion identified on a “punch list” with the assistance list prepared and signed by Landlord's Representative and Tenant's Representative after an inspection of the Architect Premises by both such parties prior to Tenant taking possession (the "Preliminary Punch List") and such other items as are identified on a final punch list prepared and signed by Landlord's Representative and Tenant's Representative within seven (7) business days after the FranchisorPremises are delivered to Tenant for occupancy (the "Final Punch List"). Seller acknowledges that final acceptance of Final Punch List items shall not include items which were damaged during Tenant's move into the work Premises or painting which should have been specified on the Hotel shall be made only with the approval of the Franchisor. A copy of the Preliminary Punch List shall be submitted to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening ProgramList. It is contemplated intended that certain activities, as determined by the Management Company, must Final Punch List will be undertaken for items which Tenant could not have reasonably been expected to discover prior to moving into the Closing Date so that Premises. Landlord's general contractor will, within 10 days after execution of each punch list, begin correction or completion of any items specified on such punch list and will complete such work in a prompt and diligent manner. Landlord will not be responsible for any items of damage caused by Tenant, its agents, independent contractors or suppliers. No promises to alter, remodel or improve the Hotel can function in an orderly Premises or Building and businesslike manner at no representations concerning the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance condition of the Closing Premises or Building have been made by Landlord to Tenant other than as may be expressly stated in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not Lease (including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”this Work Letter).

Punch List. Upon notification In connection with and as a condition to the achievement of Electrical Works Completion for a particular circuit and the achievement of WTG Mechanical Completion as to each WTG, Contractor shall develop a list (each, an “Interim Punch List”) setting forth parts of the Work which remain to be performed in order to confirm that the Work fully complies with the terms of this Agreement. Contractor agrees that installation of the fiber optic cable and connection to the Project’s SCADA system is not an Interim Punch List Item. In addition to Contractor providing the Interim Punch List to Owner in accordance with this Article VI, Contractor shall also promptly provide a copy of such list to Owner upon Owner’s request. Contractor shall make such revisions to such list as and when requested by Owner from time to time. As a condition to Project Mechanical Completion, Contractor shall prepare and submit to Owner a comprehensive list (the “Punch List”) setting forth remaining Punch List Items, including any items from the Interim Punch Lists that have not been completed and also including a listing of Contractor that deliverables required to be provided to Owner hereunder as a prerequisite to the Hotel is Substantially Completed achievement of Final Completion, including without limitation, Lien releases, As-Built Drawings, and ready for inspectionother required documentation, Seller shall prepare a “punch list” with the assistance as well as performance of Job Site clean-up and other post-construction activities, and also including Contractor’s reasonable estimate of the Architect and the Franchisorcost to complete each such Punch List Item. Seller acknowledges that final acceptance of the work on the Hotel Contractor shall be made only with the approval of the Franchisor. A copy of make such revisions to the Punch List shall be submitted as and when reasonably requested by Owner from time to Buyer for its review and commentstime. The costs of completing Owner shall reasonably estimate the cost to complete all items on the Punch List that have not been completed. The Parties agree that with respect to Punch List Items that remain uncompleted and which are not completed as of the date of Closingpreventing Final Completion, as reasonably estimated by the Seller with the approval of Buyer, it may be more expedient for Owner to complete such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completedat its sole election and option. If Owner so elects, at Seller’s expenseits sole discretion, with all diligence and Owner may, in any event within ninety (90) days after Substantial Completion lieu of requiring Contractor to complete the Hotel or the Closing on the HotelPunch List Items, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”).require

Punch List. Upon notification from In addition to and notwithstanding anything to the Contractor that contrary ---------- in Paragraphs 7 ("Tenant Maintenance") and 40 ("'As-Is' Basis") of this Lease, Tenant shall have thirty (30) days after the Hotel is Substantially Completed and ready for inspection, Seller shall prepare Commencement Date to provide Landlord with a “written "punch list” with " pertaining to defects in the assistance Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Architect Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the Franchisorincomplete or defective construction related to the Tenant Improvements installed by Landlord. Seller acknowledges that final acceptance After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties reasonably agree are to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Hotel Premises). Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, a crack in the foundation, or exterior walls that does not endanger the structural integrity of the building, or which is not life-threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph shall be made only with the approval of the Franchisor. A copy of the Punch List no force and effect if Tenant shall be submitted fail to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, give any such approval not notice to be unreasonably withheld, plus fifty percent Landlord within thirty (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (9030) days after Substantial Completion the Commencement Date of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)this Lease.

Punch List. Upon notification from In addition to and notwithstanding anything to the Contractor that contrary in Paragraphs 5 and 40 of this Lease, Tenant shall have thirty (30) days after the Hotel is Substantially Completed and ready for inspection, Seller shall prepare Commencement Date to provide Landlord with a “written "punch list” with " pertaining to material defects in the assistance Building and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Architect Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the Franchisorincomplete or defective construction related to the Tenant Improvements installed by Landlord. Seller acknowledges that final acceptance After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Hotel Premises) or (ii) if said defects and/or damaged items) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 5 ("Acceptance and Surrender"), Tenant shall not be responsible upon Lease Termination to repair said items) so noted by Landlord. Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, a crack in the foundation, or exterior walls or any other defect in the structure or Building that does not endanger the structural integrity of the building, or which is not life threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph shall be made only with the approval of the Franchisor. A copy of the Punch List no force and effect if Tenant shall be submitted fail to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, give any such approval not notice to be unreasonably withheld, plus fifty percent Landlord within thirty (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (9030) days after Substantial Completion the Commencement Date of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)this Lease.

Punch List. Upon notification from the Contractor that the Hotel is Substantially Completed and ready for inspection, Seller shall prepare a “punch list” with the assistance Tenant's taking possession of any portion of the Architect and the Franchisor. Seller acknowledges Premises will be conclusive evidence that final acceptance such portion of the work on the Hotel shall be made only with the approval of the Franchisor. A copy of the Punch List shall be submitted to Buyer for its review Premises was in good order and comments. The costs of completing the Punch List Items that are not completed as of the date of Closingsatisfactory condition, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of Landlord's Work in or to such portion of the Punch List Items have been Premises was satisfactorily completed, when Tenant took possession, except as to items requiring repair or completion identified on a punch list prepared and signed by Landlord's Representative and Tenant's Representative after an inspection of the Premises by both such parties made within 15 days after the Delivery Date and except as to any Warranty Work. Seller shall correct Landlord will repair or complete all Punch List Itemsitems set forth on such punch list with reasonable promptness. Landlord will not be responsible for any items of damage caused by Tenant, its agents, independent contractors or cause the same suppliers. Landlord covenants to be corrected repair or completedreplace, at Seller’s expense, Landlord's expense and as "Warranty Work," any defective item of Landlord's Work of which Tenant notifies Landlord within one year after the Delivery Date and that requires repair or replacement as a result of (i) any failure to construct the Shell in material compliance with all diligence and the Shell Plans; (ii) any failure to construct the Leasehold Improvements in material compliance with the Leasehold Improvements Plans; or (iii) any event within ninety (90) defective materials or workmanship. Within 10 days after Substantial Completion the expiration of the Hotel above-described one-year warranty period, Landlord will assign to Tenant any manufacturers' or subcontractors' warranties or guaranties that are still then in effect with respect to the Shell or the Closing on the HotelLeasehold Improvements, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior except for any such warranties or guaranties relating to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance any portions of the Closing Premises which Landlord is required under this Lease to maintain and repair at Landlord's expense. No promises to construct, alter, remodel or improve the Premises have been made by Landlord to Tenant other than as may be expressly stated in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)this Lease.

Punch List. Upon notification from When Landlord is of the Contractor opinion that the Hotel Work described in this Work Letter is Substantially Completed and ready for inspectioncomplete, Seller then the Landlord shall prepare a “punch list” with notify the assistance of the Architect and the Franchisor. Seller acknowledges that final acceptance of the work on the Hotel shall be made only with the approval of the Franchisor. A copy of the Punch List shall be submitted to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as Tenant of the date of Closingsubstantial completion of the Work. Tenant agrees that following such notification Tenant will inspect the Premises at a mutually agreeable date and furnish to Landlord a written statement that the Premises have been substantially completed in accordance with this Work Letter. Tenant shall also execute Landlord's form of inspection report listing any items which Landlord and Tenant agree are not yet completed (the "Punch List"). If Tenant or Tenant's duly authorized representative does not appear for inspection on the date designated by Landlord, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, Tenant shall be held by Escrow Agent pursuant deemed to a holdback agreement have accepted the Premises as substantially completed, and Landlord or its representative may, but shall not be disbursed to Seller only upon Buyer’s reasonable determination that all of obligated to, execute the Punch List Items have been satisfactorily completedon behalf of both Landlord and Tenant. Seller shall correct or complete all At the request of the Landlord, from time to time thereafter, the Tenant shall, upon completion of items previously listed on a Punch List, promptly furnish to the Landlord a revised Punch List Itemsacknowledging completion of said item. Provided Punch List items would not materially impair the Tenant's use or occupancy of the Premises, then, in such event, the Tenant shall accept possession of the Premises. The date which is the earlier of either (i) the date upon which the Tenant accepts possession of the Premises, or cause (ii) the same date upon which the Premises are complete and ready for occupancy is referred to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial herein as the "Completion of the Hotel or the Closing on the Hotel, whichever is laterDate". Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program The Premises shall not be permitted deemed incomplete or not ready for occupancy if only insubstantial details of construction, decoration or mechanical adjustments remain to interfere with be done. The determination of Landlord's architect or delay the activities interior space planner for the Building shall be final and conclusive as to whether the Premises are complete and ready for occupancy. Under no circumstances shall the occurrence of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations any of the Property up events described in this paragraph be deemed to but not including accelerate or defer the Effective Time, regardless expiration date of when such costs are payable (the “Pre-Opening Costs”)Term.

Punch List. Upon notification from In addition to and notwithstanding anything to the Contractor that contrary in Paragraphs 8 ("Acceptance and Surrender of Premises") and 46 (As-Is Basis") of this Lease, Tenant shall have thirty (30) days after the Hotel is Substantially Completed and ready for inspection, Seller shall prepare Commencement Date to provide Landlord with a “written "punch list” with " pertaining to defects in the assistance Building, the roof membrane, the HVAC system, and in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Architect Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the Franchisorincomplete or defective construction related to the Tenant Improvements installed by Landlord. Seller acknowledges that final acceptance After such inspection as been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties reasonably agree are to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Hotel Premises). Landlord shall have thirty (30) days thereafter (or longer if necessary, provided Landlord is diligently pursuing the completion of the same) to complete, at Landlord's expense, the "punch list" items without the Commencement Date of the Lease and Tenant's obligation to pay Rental thereunder being affected. Notwithstanding the foregoing, a crack in the foundation, or exterior walls that does not endanger the structural integrity of the building, or which is not life-threatening, shall not be considered material, nor shall Landlord be responsible for repair of same. This Paragraph shall be made only with the approval of the Franchisor. A copy of the Punch List no force and effect if Tenant shall be submitted fail to Buyer for its review and comments. The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, give any such approval not notice to be unreasonably withheld, plus fifty percent Landlord within thirty (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (9030) days after Substantial Completion the Commencement Date of the Hotel or the Closing on the Hotel, whichever is later. Pre-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)this Lease.

Punch List. Upon notification from Prior to the Contractor that the Hotel is Substantially Completed and ready for inspectionClosing, Seller shall prepare Xxxxxxxxx agrees to participate in a “punch list” with the assistance walk- through of the Architect and Unit ("Walk-Through") with Seller's representative in order to compile a list ofitems the Franchisor. Seller acknowledges that final acceptance parties mutually agree need correction, which are apparent at the time of the work on the Hotel shall be made only with the approval of the Franchisor. A copy of the Punch inspection ("Walk- Through List"), which Walk-Through List shall be submitted signed by both Purchaser and Seller. IfPurchaser fails or refuses to Buyer complete the Walk-Through or to sign the Walk-Through List, or to have Purchaser's designee do so on Purchaser's behalf prior to Closing, Seller may either designate a qualified third party, who is not an agent or employee of Seller, to complete the inspection on Purchaser's behalf before the Closing, or, at Purchaser's election, Purchaser may waive, in writing, Purchaser's right to participate in the inspection. Items of uncompleted construction, which do not materially affect occupancy, shall not provide a basis for Purchaser to cancel this Agreement, withhold funds at the Closing, or delay the Closing. Seller will use commercially reasonable efforts to cause its review and comments. The costs contractors to complete the items on the Walk-Through List at Seller's expense within the later to occur of completing sixty (60) working days after preparation of the Punch Walk-Through List Items that are not completed as of or sixty (60) working days after the date of Closing, subject to Force Majeure. Xxxxxxxxx understands and agrees that paving, exterior cement work, landscaping, final exterior finish and some components of the Project may not be completed when a temporary or conditional certificate of occupancy is issued and that Seller will complete such paving, exterior cement work, landscaping and final exterior finish work as reasonably estimated by soon as practicable thereafter. Purchaser's refusal to close this transaction due to the Seller with the approval of Buyer, such approval not need for reasonable further work (to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be held by Escrow Agent pursuant to a holdback agreement and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within ninety (90) days after Substantial Completion of the Hotel or the Closing noted on the Hotel, whichever is later. PreWalk-Opening Program. It is contemplated that certain activities, as determined by the Management Company, must be undertaken prior Through List with respect to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller Unit) shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in constitute a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”)default by Purchaser under this Agreement.