Common use of Purchase and Sale of the Property Clause in Contracts

Purchase and Sale of the Property. On the Closing Date, as hereinafter defined, in consideration of the covenants, representations, and obligations of the Buyer hereunder, and subject to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer shall purchase from the Seller all of the Seller's right, title, and interest as of the Closing Date in and to the following assets, wherever located, free and clear of all Encumbrances (hereinafter defined): 1.1.1 The Seller's right, title, and interest transferred pursuant to an assumption and assignment under an order or orders pursuant to Section 365(f) of the Bankruptcy Code (which may be the Approval Order) entered on or before ninety (90) days after the Closing Date (it being agreed that (a) in no event shall the Seller be deemed to have assumed and assigned to the Buyer any lease or contract until such assumption has been approved by an order of the Bankruptcy Court, (b) each lease and contract which is not expressly assumed by the Seller and assigned to the Buyer shall not constitute a portion of the Property for all purposes, and (c) the Seller shall retain all Liability, including, without limitation, damage claims associated with rejection, for any lease or contract that is not expressly assumed by the Seller and assigned to the Buyer prior to the Closing and for all Liability, including, without limitation, damage claims associated with rejection, for any Key Contract that is not assumed by the Seller and assigned to the Buyer following the Closing after notice by the Buyer to the Seller pursuant to Section 8.2, or expiration of the Decision Period): (i) as lessee under those real property leases identified on EXHIBIT A-1 to this Agreement (collectively, the "Real Property Leases"); (ii) as lessee under those equipment, personal property, and intangible property leases, rental agreements, licenses, contracts, agreements, and similar arrangements identified on EXHIBIT A-2 to this Agreement (collectively, the "Other Leases"); and (iii) as a party to those other contracts, leases, orders, purchase orders, licenses, contracts, agreements and similar arrangements, including but not limited to, that certain agreement between Travel Centers of America ("TCA") and the Seller (the "TCA Agreement"), identified on EXHIBIT A-3 (collectively, the "Other Contracts" and together with the Other Leases, the "Other Leases and Contracts"). The TCA Agreement is attached at EXHIBIT A-4. 1.1.2 Any improvements located on the real property (collectively, the "Real Property") occupied by the Seller under the Real Property Leases, but in all events only to the extent, if any, of the Seller's interest in the same (collectively, the "Improvements"). 1.1.3 All of those items of equipment and tangible personal property owned by the Seller and listed in EXHIBIT B attached to this Agreement, including but not limited to, all vending machines, installed or otherwise ("Vending Machines"), all telecommunications kiosks, installed or otherwise ("Kiosks"), and all furniture, fixtures, and equipment owned by the Seller, including, without limitation, all computers, servers, copy machines, fax machines, computer printers, telephone equipment, cellular phones, pagers, personal data assistants, palm pilots, and other analog or digital devices owned by the Seller, as more specially identified by the location and the type and make or function on EXHIBIT B (collectively, the "Personal Property"). As used in this Agreement, the Personal Property shall not include the Inventory (as defined in Section 1.1.5). 1.1.4 All intangible personal property owned by the Seller and used exclusively in connection with the Property, but in all cases only to the extent of the Seller's interest therein and only to the extent transferable, together with all books, records and like items pertaining exclusively to the Property (collectively, the "Intangible Property"), including, without limitation,

Purchase and Sale of the Property. On Subject to the Closing Dateterms and conditions herein, as hereinafter defined, in consideration of the covenants, representationsXxxxx agrees to purchase and acquire from Seller, and obligations of the Buyer hereunder, Xxxxxx agrees to sell and subject convey to the conditions hereinafter set forthBuyer, the Seller shall sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer shall purchase from the Seller all of the Seller's right, title, and interest as of the Closing Date in and to the following assets, wherever locatedProperty at Closing, free and clear of all Encumbrances liens and encumbrances other than Permitted Exceptions. The Property shall be deemed to include: (hereinafter defined): 1.1.1 The Seller's righta) the land described on Exhibit A hereto and all rights, title, interest, benefits, and interest transferred pursuant income appurtenant or attributable thereto, including all Seller’s rights and interest, if any, to an assumption roads, rights of way, and assignment under an order easements adjacent or orders belonging thereto (“Land”), the exact size and legal description of which shall be determined by reference to the Survey, if any, pursuant to Section 365(f) of the Bankruptcy Code (which may be the Approval Order) entered on or before ninety (90) days after the Closing Date (it being agreed that (a) in no event shall the Seller be deemed to have assumed and assigned to the Buyer any lease or contract until such assumption has been approved by an order of the Bankruptcy Court, 5; (b) each lease all buildings, fixtures, and contract which is not expressly assumed by other improvements of every kind and description on or at the Seller and assigned to the Buyer shall not constitute a portion of the Property for all purposesLand (“Improvements”), in their present condition; and (c) the Seller shall retain all LiabilitySeller’s rights and interest in any site surveys, includingstudies, without limitationor reports, damage claims associated plans and specifications, warranties and contract rights, and permits and licenses with rejection, for any lease or contract that is not expressly assumed by the Seller and assigned respect to the Buyer prior Land or Improvements (“Plans”). If applicable, the Property also shall be deemed to the Closing and for all Liability, including, without limitation, damage claims associated with rejection, for any Key Contract that is not assumed by the Seller and assigned to the Buyer following the Closing after notice by the Buyer to the Seller pursuant to Section 8.2, or expiration of the Decision Period): include: (i) as lessee under those real the personal property leases identified located and used at the Property to be conveyed to Buyer, which is listed on EXHIBIT A-1 to this Agreement Exhibit C hereto (collectively, the "Real Property Leases"); (ii) as lessee under those equipment, personal property, and intangible property leases, rental agreements, licenses, contracts, agreements, and similar arrangements identified on EXHIBIT A-2 to this Agreement (collectively, the "Other Leases"“Personal Property”); and (iiiii) as a party the existing Contracts relating to those other contractsthe lease, leasesoccupancy, ordersmanagement, purchase ordersoperation, licensesmaintenance, contractsor repair of the Property to be assigned to and assumed by Buyer, agreements and similar arrangementswhich are listed on Exhibit D hereto (“Assigned Contracts”), including but not limited to, that certain agreement between Travel Centers of America ("TCA") and the Seller (the "TCA Agreement"), identified on EXHIBIT A-3 (collectively, the "Other Contracts" and together with the Other Leases, the "Other Leases and Contracts"). The TCA Agreement is attached at EXHIBIT A-4. 1.1.2 Any improvements located on the real property (collectively, the "Real Property") occupied by the Seller under the Real Property Leases, but in all events only any security deposits held pursuant to the extent, if any, of the Seller's interest in the same (collectively, the "Improvements")Assigned Contracts. 1.1.3 All of those items of equipment and tangible personal property owned by the Seller and listed in EXHIBIT B attached to this Agreement, including but not limited to, all vending machines, installed or otherwise ("Vending Machines"), all telecommunications kiosks, installed or otherwise ("Kiosks"), and all furniture, fixtures, and equipment owned by the Seller, including, without limitation, all computers, servers, copy machines, fax machines, computer printers, telephone equipment, cellular phones, pagers, personal data assistants, palm pilots, and other analog or digital devices owned by the Seller, as more specially identified by the location and the type and make or function on EXHIBIT B (collectively, the "Personal Property"). As used in this Agreement, the Personal Property shall not include the Inventory (as defined in Section 1.1.5). 1.1.4 All intangible personal property owned by the Seller and used exclusively in connection with the Property, but in all cases only to the extent of the Seller's interest therein and only to the extent transferable, together with all books, records and like items pertaining exclusively to the Property (collectively, the "Intangible Property"), including, without limitation,

Purchase and Sale of the Property. On Seller agrees to sell the Closing Date, as hereinafter defined, in consideration of the covenants, representationsProperty to Purchaser, and obligations Purchaser agrees to purchase the Property from Seller, on the terms and conditions set forth in this Agreement. The Property consists of: (a) All of the Buyer hereunder, and subject to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer shall purchase from the Seller all of the Seller's right, title, title and interest as of the Closing Date in and to the following assetsparcel or parcels of land described in Exhibit A attached hereto (the "LAND"), wherever locatedtogether with all easements, free rights-of-way, appurtenances (including, without limitation, air rights, development rights and clear other similar rights, if any), tenements, hereditaments and water rights (if any) appertaining to or otherwise benefiting the Land or any of all Encumbrances the Improvements (hereinafter defined):as defined below); 1.1.1 The (b) All of Seller's right, titletitle and interest in and to any and all improvements, buildings, structures, and interest transferred pursuant to an assumption and assignment under an order or orders pursuant to Section 365(f) of the Bankruptcy Code (which may be the Approval Order) entered on or before ninety (90) days after the Closing Date (it being agreed that (a) in no event shall the Seller be deemed to have assumed and assigned to the Buyer any lease or contract until such assumption has been approved by an order of the Bankruptcy Court, (b) each lease and contract which is not expressly assumed by the Seller and assigned to the Buyer shall not constitute a portion of the Property for all purposes, and (c) the Seller shall retain all Liabilityfacilities, including, without limitation, damage claims associated with rejectiona one story building consisting of approximately 56,500 rentable square feet of space (the "BUILDING"), for any lease now or contract that is not expressly assumed by hereafter situated on the Seller and assigned to the Buyer prior to the Closing and for all Liability, including, without limitation, damage claims associated with rejection, for any Key Contract that is not assumed by the Seller and assigned to the Buyer following the Closing after notice by the Buyer to the Seller pursuant to Section 8.2, or expiration of the Decision Period): (i) as lessee under those real property leases identified on EXHIBIT A-1 to this Agreement Land (collectively, the "IMPROVEMENTS"); (c) All of Seller's right, title and interest, in and to any and all fixtures and all personal and other tangible property now or hereafter located on the Land or in the Improvements, as generally described in Exhibit B attached hereto (the "PERSONAL PROPERTY"); (d) All of Seller's right, title and interest (i) under that certain U.S. Government Lease for Real Property Leasesdenoted as Lease No. 184B-02A-95 (the "); VA LEASE") dated October 16, 1996 by and between Seller and the United States of America (the "VA") and (ii) as lessee under those equipment, personal property, and intangible property all other leases, rental agreements, licenses, contracts, agreements, licenses and similar arrangements identified on EXHIBIT A-2 other agreements to this Agreement occupy all or any part of the Land or Improvements (collectivelycollectively with the Va Lease, the "Other Leases"); and (iii) as a party to those other contracts, leases, orders, purchase orders, licenses, contracts, agreements and similar arrangements, including but not limited to, that certain agreement between Travel Centers of America ("TCA") and the Seller (the "TCA AgreementLEASES"), identified on EXHIBIT A-3 (collectivelytogether with, the "Other Contracts" and together with the Other Leases, the "Other Leases and Contracts"). The TCA Agreement is attached at EXHIBIT A-4. 1.1.2 Any improvements located on the real property (collectively, the "Real Property") occupied by the Seller under the Real Property Leases, but in all events only subject to the extentmanner in which the same are to be prorated under this Agreement, all rents, charges, deposits and other sums due, accrued or to become due thereunder, and all guaranties by third parties of any tenant's obligations under such leases; (e) All of Seller's right, title and interest, if any, to the extent assignable (without obtaining consent), in and to all of the Seller's interest in following intangible property now or hereafter existing with respect to the same Property (collectively, the "ImprovementsINTANGIBLE PROPERTY").): 1.1.3 All of those items of equipment (i) all plans and tangible personal property owned by the Seller and listed in EXHIBIT B attached to this Agreementspecifications, including but not limited toarchitectural drawings, all vending machines, installed or otherwise ("Vending Machines"), all telecommunications kiosks, installed or otherwise ("Kiosks"), and all furniture, fixtures, and equipment owned by the Seller, including, without limitation, all computers, servers, copy machines, fax machines, computer printers, telephone equipment, cellular phones, pagers, personal data assistants, palm pilots, building permits and other analog or digital devices owned by the Seller, as more specially identified by the location and the type and make or function on EXHIBIT B (collectively, the "Personal Property"). As used in this Agreement, the Personal Property shall not include the Inventory (as defined in Section 1.1.5). 1.1.4 All intangible personal property owned by the Seller and used exclusively permits issued in connection with the Propertyconstruction, but operation, use or occupancy of the Improvements, and all warranties, guaranties and sureties now or hereafter received in connection with the construction of or equipment on the Improvements; (ii) all cases only licenses, permits, approvals, certificates of occupancy and franchises relating to the zoning, land use, ownership, operation, occupancy, construction or maintenance of the Improvements running to or in favor of the Seller, the Land, or the Improvements, and all deposits to governmental authorities relating to the Seller, the Land, or the Improvements; (iii) all service and maintenance contracts used by the Seller in the operation of the Improvements; (iv) all names associated with the Building, and any other rights, privileges and appurtenances related to or used in connection with any of the property or interests described in this Section 1 to the extent they are assignable, including without limitation all business goodwill, telephone exchange numbers, and claims and rights of the Seller's interest therein and only to the extent transferable, together with all books, records and like items pertaining exclusively to the Property (collectively, the "Intangible Property"), including, without limitation,action against third parties.

Purchase and Sale of the Property. On Seller agrees to sell the Closing Date, as hereinafter defined, in consideration of the covenants, representationsProperty to Purchaser, and obligations Purchaser agrees to purchase the Property from Seller, on the terms and conditions set forth in this Agreement. The Property consists of: (a) All of the Buyer hereunder, and subject to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer shall purchase from the Seller all of the Seller's right, title, title and interest as of the Closing Date in and to the following assetsparcel or parcels of land described in Exhibit A attached hereto (the "Land"), wherever locatedtogether with all easements, free rights-of-way, appurtenances (including, without limitation, air rights, development rights and clear other similar rights, if any), tenements, hereditaments and water rights (if any) appertaining to or otherwise benefiting the Land or any of all Encumbrances the Improvements (hereinafter defined):as defined below); 1.1.1 The (b) All of Seller's right, titletitle and interest in and to any and all improvements, buildings, structures, and interest transferred pursuant to an assumption and assignment under an order or orders pursuant to Section 365(f) of the Bankruptcy Code (which may be the Approval Order) entered on or before ninety (90) days after the Closing Date (it being agreed that (a) in no event shall the Seller be deemed to have assumed and assigned to the Buyer any lease or contract until such assumption has been approved by an order of the Bankruptcy Court, (b) each lease and contract which is not expressly assumed by the Seller and assigned to the Buyer shall not constitute a portion of the Property for all purposes, and (c) the Seller shall retain all Liabilityfacilities, including, without limitation, damage claims associated with rejectionthe structures now located thereon consisting of structures for office, for any lease or contract that is not expressly assumed by the Seller warehousing, manufacturing and assigned to the Buyer prior to the Closing and for all Liability, including, without limitation, damage claims associated with rejection, for any Key Contract that is not assumed by the Seller and assigned to the Buyer following the Closing after notice by the Buyer to the Seller pursuant to Section 8.2, or expiration of the Decision Period): (i) as lessee under those real property leases identified on EXHIBIT A-1 to this Agreement (collectively, the "Real Property Leases"); (ii) as lessee under those equipment, personal property, and intangible property leases, rental agreements, licenses, contracts, agreements, and similar arrangements identified on EXHIBIT A-2 to this Agreement (collectively, the "Other Leases"); and (iii) as a party to those other contracts, leases, orders, purchase orders, licenses, contracts, agreements and similar arrangements, including but not limited to, that certain agreement between Travel Centers of America ("TCA") and the Seller parking uses (the "TCA AgreementBuilding"), identified on EXHIBIT A-3 (collectively, the "Other Contracts" and together with the Other Leases, the "Other Leases and Contracts"). The TCA Agreement is attached at EXHIBIT A-4. 1.1.2 Any improvements located now or hereafter situated on the real property (collectively, the "Real Property") occupied by the Seller under the Real Property Leases, but in all events only to the extent, if any, of the Seller's interest in the same Land (collectively, the "Improvements").; 1.1.3 (c) All of those items of equipment Seller's right, title and tangible personal property owned by the Seller and listed in EXHIBIT B attached to this Agreementinterest under all leases, including but not limited to, all vending machines, installed or otherwise ("Vending Machines"), all telecommunications kiosks, installed or otherwise ("Kiosks"), and all furniture, fixtures, and equipment owned by the Seller, including, without limitation, all computers, servers, copy machines, fax machines, computer printers, telephone equipment, cellular phones, pagers, personal data assistants, palm pilots, licenses and other analog agreements to occupy all or digital devices owned by any part of the Seller, as more specially identified by the location and the type and make Land or function on EXHIBIT B Improvements (collectively, the "Personal PropertyLeases"). As used , together with, and subject to the manner in which the same are to be prorated under this Agreement, the Personal Property shall not include the Inventory all rents, charges, deposits and other sums due, accrued or to become due thereunder, and all guaranties by third parties of any tenant's obligations under such leases; (as defined in Section 1.1.5). 1.1.4 d) All intangible personal property owned by the Seller of Seller's right, title and used exclusively in connection with the Propertyinterest, but in all cases only if any, to the extent assignable (without obtaining consent), in and to all of the Seller's interest therein and only to the extent transferable, together following intangible property now or hereafter existing with all books, records and like items pertaining exclusively respect to the Property (collectively, the "Intangible Property")): (i) all plans and specifications, includingarchitectural drawings, without limitation,building permits and other permits issued in connection with the construction, operation, use or occupancy of the Improvements, and all warranties, guaranties and sureties now or hereafter received in connection with the construction of or equipment on the Improvements; and (ii) all licenses, permits, approvals, certificates of occupancy and franchises relating to the zoning, land use, ownership, operation, occupancy, construction or maintenance of the Improvements running to or in favor of the Seller, the Land, or the Improvements, and all deposits to governmental authorities relating to the Seller, the Land, or the Improvements.

Purchase and Sale of the Property. On Subject to and upon the Closing Dateterms and conditions herein, as hereinafter defined, in consideration of the covenants, representationsSeller hereby agrees to sell to Purchaser, and obligations of the Buyer hereunder, and subject Purchaser hereby agrees to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer shall purchase from the Seller all Seller: (i) All of the Seller's ’s right, title, title and interest as in that certain real property located at the address for the Hotel set forth in the Summary, more particularly described in Exhibit A attached hereto (the “Land”); (ii) All of Seller’s right, title and interest in all improvements and fixtures situated on the Closing Date Land (the “Improvements”), including the Hotel; (iii) All of Seller’s right, title and interest in and to the following assetsland lying in the bed of any street or highway adjoining the Land and all other appurtenances to the Land and Improvements, wherever located, free and clear of all Encumbrances (hereinafter defined): 1.1.1 The Seller's right, title, title and interest transferred pursuant of Seller in and to an assumption any award made or to be made in lieu thereof and assignment under an order or orders pursuant in and to Section 365(f) of the Bankruptcy Code (which may be the Approval Order) entered on or before ninety (90) days after the Closing Date (it being agreed that (a) in no event shall the Seller be deemed to have assumed and assigned any unpaid award for damages to the Buyer Land and Improvements by reason of change of grade of any lease or contract until such assumption has been approved by an order street (the “Appurtenances”); (iv) All of the Bankruptcy CourtSeller’s right, (b) each lease title and contract which is not expressly assumed by the Seller and assigned to the Buyer shall not constitute a portion of the Property for interest in all purposes, and (c) the Seller shall retain all Liability, including, without limitation, damage claims associated with rejection, for any lease or contract that is not expressly assumed by the Seller and assigned to the Buyer prior to the Closing and for all Liability, including, without limitation, damage claims associated with rejection, for any Key Contract that is not assumed by the Seller and assigned to the Buyer following the Closing after notice by the Buyer to the Seller pursuant to Section 8.2, or expiration of the Decision Period): (i) as lessee under those real property leases identified on EXHIBIT A-1 to this Agreement (collectively, the "Real Property Leases"); (ii) as lessee under those equipment, tangible personal property, furniture, equipment and intangible property leases, rental agreements, licenses, contracts, agreements, and similar arrangements identified on EXHIBIT A-2 to this Agreement (collectively, the "Other Leases"); and (iii) as a party to those other contracts, leases, orders, purchase orders, licenses, contracts, agreements and similar arrangements, including but not limited to, that certain agreement between Travel Centers of America ("TCA") and the Seller vehicles (the "TCA Agreement"), identified on EXHIBIT A-3 (collectively, the "Other Contracts" “Personal Property”) owned or leased by Seller and together with the Other Leases, the "Other Leases and Contracts"). The TCA Agreement is attached at EXHIBIT A-4. 1.1.2 Any improvements located on the real property (collectively, the "Real Property") occupied by the Seller under the Real Property Leases, but in all events only to the extent, if any, of the Seller's interest in the same (collectively, the "Improvements"). 1.1.3 All of those items of equipment and tangible personal property owned by the Seller and listed in EXHIBIT B attached to this Agreement, including but not limited to, all vending machines, installed or otherwise ("Vending Machines"), all telecommunications kiosks, installed or otherwise ("Kiosks"), and all furniture, fixtures, and equipment owned by the Seller, including, without limitation, all computers, servers, copy machines, fax machines, computer printers, telephone equipment, cellular phones, pagers, personal data assistants, palm pilots, and other analog or digital devices owned by the Seller, as more specially identified by the location and the type and make or function on EXHIBIT B (collectively, the "Personal Property"). As used in this Agreement, the Personal Property shall not include the Inventory (as defined in Section 1.1.5). 1.1.4 All intangible personal property owned by the Seller and used exclusively in connection with the ownership, operation and management of the Hotel; (v) All opened and unopened inventory of food, beverages, operating supplies, operating equipment, merchandise and goods held for sale or for consumption in the ordinary course of business of the Hotel (“Inventories”); (vi) To the extent assignable, all of Seller’s right, title and interest in all leases and contracts in effect with respect to the Hotel, including without limitation, those leases and other contracts identified on Exhibit B attached hereto together with any other leases and contracts entered into after the date hereof and prior to Closing that replace existing contracts and that are on substantially the same terms or are otherwise entered into in the ordinary course of business, consistent with past practices, as permitted by the terms of this Agreement (the “Contracts”), other than any Contracts that Seller or its affiliates have entered into with respect to all its hotels or a particular flag or segment of hotels which are not assignable as to a particular hotel (“Unassignable Contracts”). The Unassignable Contracts have also been identified on Exhibit B and have been provided to Purchaser as part of its Due Diligence Materials pursuant to Section 3(a) below because Purchaser may benefit from these Unassignable Contracts under the Management Agreement or Franchise License Agreement with Seller or its affiliates pursuant to Section 6 below; and (vii) To the extent assignable, all of Seller’s right, title and interest in all rights, warranties, guaranties, approvals (governmental or otherwise), licenses, permits, authorizations, entitlements, surveys, plans and specifications and other intangible rights relating to the construction, ownership, operation, use and management of the Real Property (as defined herein), including without limitation all operations and businesses conducted on or from the Real Property (the “Intangible Property”), other than any non-assignable operational licenses and permits. The Land, the Appurtenances and the Improvements are referred to collectively herein as the “Real Property”. The Real Property, but in all cases only to the extent of the Seller's interest therein and only to the extent transferable, together with all books, records and like items pertaining exclusively to the Property (collectivelyPersonal Property, the "Contracts and the Intangible Property are referred to collectively herein as the “Property"), including, without limitation,”.

Purchase and Sale of the Property. On Seller agrees to sell and convey and Buyer agrees to purchase the Closing Datefollowing described property (collectively the “Property”): 1.1 that certain 1,200 +/- acre tract of land with the improvements listed in Schedule 1.1 hereto, located at and around 0000 Xxxxx Xxxxxx Xxxx Road, Xxxxxxxx, Xxxxxxxx County, Wyoming, as hereinafter definedmore particularly described in metes and bounds in the attached Schedule 1.1, in consideration of together with all improvements and fixtures thereon (the covenants, representations, “Real Property”) and obligations of the Buyer hereunder, and subject to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer shall purchase from the Seller all of the Seller's right, titletitle and interest, and interest as of the Closing Date if any, in and to the following assetsall easements, wherever locatedtenements, free hereditaments, privileges and clear of all Encumbrances (hereinafter defined): 1.1.1 The Seller's right, title, and interest transferred pursuant to an assumption and assignment under an order appurtenances in any way belonging or orders pursuant to Section 365(f) of the Bankruptcy Code (which may be the Approval Order) entered on or before ninety (90) days after the Closing Date (it being agreed that (a) in no event shall the Seller be deemed to have assumed and assigned relating to the Buyer any lease or contract until such assumption has been approved by an order of the Bankruptcy Court, (b) each lease and contract which is not expressly assumed by the Seller and assigned to the Buyer shall not constitute a portion of the Property for all purposes, and (c) the Seller shall retain all LiabilityReal Property, including, without limitation, damage claims associated (i) any land to the midpoint of the bed of any highway, street, road or avenue, open or proposed, in front of, abutting or adjoining the Real Property, (ii) any land lying in or under the bed of any creek, stream, bayou or river running through, abutting or adjacent to the Real Property, (iii) any riparian, appropriative, or other water rights of Seller appurtenant to the Real Property and relating to surface or subsurface waters, (iv) any coal, oil, gas or other minerals or mineral rights relating to the Real Property or to the surface or subsurface thereof (v) any strips, gores or pieces of property abutting, bounding or which are adjacent or contiguous to the Real Property, and (vi) all easements, right-of-ways, rights of ingress or egress and reversionary interests benefiting the Real Property (collectively, the “Premises”); all existing surveys, blueprints, drawings, plans and specifications (including, without limitation, structural, heating, ventilation and air conditioning, mechanical and plumbing plans and specifications and operating manuals) and other documentation for or with rejectionrespect to the Premises or any part thereof; all market, for demographic and geographic data and appraisals concerning the Premises; and such other existing books, records and documents used in connection with the operation of the Premises or any lease part thereof; 1.2 all of Seller’s right, title and interest to and under each lease, service contract or contract other agreement pertaining to the Premises to which Seller is a party including, but not limited to, permits and licenses (“Permits”) employment, union, purchase, service and maintenance agreements, equipment leases and any other agreements, contracts affecting or relating or pertaining in any way to the Premises, which Buyer elects to have assigned to Buyer (the “Service Contracts”); provided, however, that is not expressly assumed by nothing contained in this Section 1.2 shall be construed to require Buyer to accept or to prohibit Buyer from rejecting the transfer, conveyance, or assignment of any particular lease, service contract, or other agreement in Buyer’s sole and absolute discretion; provided however that Buyer will accept the Rail Use and Access Lease Agreement (the “Rail Lease”), between Seller and assigned Bison Pipeline LLC pertaining to the Buyer limited use of Seller’s rail loop as long as the Rail Lease contain provisions that it may be terminated prior the end of 2010. A list of Permits is attached to this Agreement as Schedule 1.2(a). A list of all Service Contracts is attached to this Agreement as Schedule 1.2(b); 1.3 all keys to any parts of the Closing Premises; 1.4 all of Seller’s right, title and interest in any warranties and guaranties affecting the Premises; and, 1.5 except for the personal property located on the Property which is excluded from this Agreement and is listed on Schedule 1.5(a), all Liabilityof the equipment and other personal property owned by Seller thereon and located on or about or used in connection with the Real Property, including, without limitation, damage claims associated with rejection, for any Key Contract that is not assumed by the Seller and assigned to the Buyer following the Closing after notice by the Buyer to the Seller pursuant to Section 8.2, or expiration of the Decision Period): (i) as lessee under those real personal property leases identified listed on EXHIBIT A-1 to this Agreement (collectively, the "Real Property Leases"); (ii) as lessee under those equipment, personal property, and intangible property leases, rental agreements, licenses, contracts, agreements, and similar arrangements identified on EXHIBIT A-2 to this Agreement (collectively, the "Other Leases"); and (iii) as a party to those other contracts, leases, orders, purchase orders, licenses, contracts, agreements and similar arrangements, including but not limited to, that certain agreement between Travel Centers of America ("TCA") and the Seller (the "TCA Agreement"), identified on EXHIBIT A-3 (collectively, the "Other Contracts" and together with the Other Leases, the "Other Leases and Contracts"). The TCA Agreement is attached at EXHIBIT A-4. 1.1.2 Any improvements located on the real property (collectively, the "Real Property") occupied by the Seller under the Real Property Leases, but in all events only to the extent, if any, of the Seller's interest in the same (collectively, the "Improvements"Schedule 1.5(b). 1.1.3 All of those items of equipment and tangible personal property owned by the Seller and listed in EXHIBIT B attached to this Agreement, including but not limited to, all vending machines, installed or otherwise ("Vending Machines"), all telecommunications kiosks, installed or otherwise ("Kiosks"), and all furniture, fixtures, and equipment owned by the Seller, including, without limitation, all computers, servers, copy machines, fax machines, computer printers, telephone equipment, cellular phones, pagers, personal data assistants, palm pilots, and other analog or digital devices owned by the Seller, as more specially identified by the location and the type and make or function on EXHIBIT B (collectively, the "Personal Property"). As used in this Agreement, the Personal Property shall not include the Inventory (as defined in Section 1.1.5). 1.1.4 All intangible personal property owned by the Seller and used exclusively in connection with the Property, but in all cases only to the extent of the Seller's interest therein and only to the extent transferable, together with all books, records and like items pertaining exclusively to the Property (collectively, the "Intangible Property"), including, without limitation,

Purchase and Sale of the Property. On Seller agrees to sell the Closing Date, as hereinafter defined, in consideration of the covenants, representationsProperties to Purchaser, and obligations of Purchaser agrees to purchase the Buyer hereunderProperties from Seller, on the terms and subject to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer shall purchase from the Seller all of the Seller's right, title, and interest as of the Closing Date forth in and to the following assets, wherever located, free and clear of all Encumbrances (hereinafter defined):this Agreement. The Properties consists of: 1.1.1 The Seller's right, title, and interest transferred pursuant to an assumption and assignment under an order or orders pursuant to Section 365(f) of the Bankruptcy Code (which may be the Approval Order) entered on or before ninety (90) days after the Closing Date (it being agreed that (a) in no event shall the Seller be deemed to have assumed and assigned to the Buyer any lease or contract until such assumption has been approved by an order All of the Bankruptcy Courtland described in Exhibit A attached hereto (the "Land") and all easements, rights and interests appurtenant thereto, if any; (b) each lease and contract which is not expressly assumed by the Seller and assigned to the Buyer shall not constitute a portion All of the Property for all purposesimprovements and fixtures (which excludes the inventory, display cases, equipment, furniture, fixtures and equipment (c"FF&E") the Seller shall retain all Liabilityand other personal property of Seller, includingbut includes, without limitation, damage claims associated with rejection, for any lease or contract that is not expressly assumed by the Seller all fire and assigned to the Buyer prior to the Closing safety systems and for all Liability, including, without limitation, damage claims associated with rejection, for any Key Contract that is not assumed by the Seller other fixtures and assigned to the Buyer following the Closing after notice by the Buyer to the Seller pursuant to Section 8.2, or expiration equipment as part of the Decision Period): (iimprovements that are necessary to operate the improvements in accordance with applicable law as building structures) as lessee under those real property leases identified on EXHIBIT A-1 to this Agreement (collectively, the "Real Property Leases"); (ii) as lessee under those equipment, personal property, and intangible property leases, rental agreements, licenses, contracts, agreements, and similar arrangements identified on EXHIBIT A-2 to this Agreement (collectively, the "Other Leases"); and (iii) as a party to those other contracts, leases, orders, purchase orders, licenses, contracts, agreements and similar arrangements, including but not limited to, that certain agreement between Travel Centers of America ("TCA") and the Seller (the "TCA Agreement"), identified on EXHIBIT A-3 (collectively, the "Other Contracts" and together with the Other Leases, the "Other Leases and Contracts"). The TCA Agreement is attached at EXHIBIT A-4. 1.1.2 Any improvements located currently situated on the real property Land (collectively, the "Real Property") occupied by the Seller under the Real Property Leases, but in all events only to the extent, if any, of the Seller's interest in the same (collectively, the "Improvements").; and 1.1.3 (c) All of those items Seller's rights in all of equipment the following intangible property now or hereafter existing with respect to the Property (the "Intangible Property"); provided, however, the Intangible Property and tangible personal property owned all payments and proceeds derived therefrom may be retained and used by Seller so long as the Seller Lease (defined below) remains in effect: (1) All plans and listed in EXHIBIT B attached to this Agreement, including but not limited tospecifications, all vending machines, installed or otherwise ("Vending Machines"), all telecommunications kiosks, installed or otherwise ("Kiosks"), building permits and other permits required in connection with the construction of the Improvements and all furniturewarranties, fixturesguaranties and sureties now or hereafter received in connection with the construction of the Improvements, and equipment owned by the Sellerif any, including, without limitation, all computersrights of Seller under any plans, serversspecifications, copy machinesdrawings and permits and all architectural, fax machinesengineering or construction contracts with respect to the Improvements and all additions and alterations thereto; (2) All licenses, computer printerspermits, telephone equipmentapprovals and certificates of occupancy relating to the zoning, cellular phonesland use, pagersownership, personal data assistantsoperation, palm pilotsoccupancy, construction or maintenance of the Improvements running to or in favor of the Seller or the Improvements, and other analog all deposits to governmental authorities relating to the Seller or digital devices owned by the Seller, as more specially identified by the location Improvements; (3) All service and the type maintenance contracts and make equipment leases in connection with or function on EXHIBIT B (collectively, the "Personal Property"). As used in this Agreement, the Personal Property shall not include the Inventory (as defined in Section 1.1.5). 1.1.4 All intangible personal property owned by the Seller (if any) in the operation of the Improvements for any lawful use (as opposed to Seller's particular use in its business) and used exclusively in connection with which are accepted by Purchaser; and (4) All accounts, books, records, studies, documents, tests, surveys, assessments, audits, appraisals, contracts, contract rights, claims and warranties related to the Property, but in all cases only to the extent excluding any of the foregoing which relate to Seller's interest therein and only to the extent transferable, together with all books, records and like items pertaining exclusively to 3 business conducted from the Property (collectively, the "Intangible Property"), including, without limitation,and any insurance policies and insurance policy proceeds.

Purchase and Sale of the Property. On Subject to and upon the Closing Dateterms and conditions herein, as hereinafter defined, in consideration of the covenants, representations, and obligations of the Buyer hereunder, and subject Seller hereby agrees to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey, assign and deliver transfer to Purchaser, without representation or warranty of any kind, and without recourse, except as otherwise expressly set forth in this Agreement, and Purchaser hereby agrees to purchase from Seller, all of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, in the Resort, including without limitation: (i) All of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, in that certain real property, more particularly described in Exhibit A attached hereto (the “Land”); (ii) All of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, in all buildings, structures, walls, fences, landscaping, improvements and fixtures situated on the Land (the “Improvements”), including the Hotel, the golf course, tennis courts and country club clubhouse; (iii) All of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, right, privileges, title and interest in and to the Buyerland lying in the bed of any street or highway adjoining the Land and all other appurtenances to the Land and Improvements, and all right, title and interest of Seller or its affiliate in and to any award made or to be made in lieu thereof and in and to any unpaid award for damages to the Buyer shall purchase from Land and Improvements by reason of change of grade of any street (the “Appurtenances”); (iv) All of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, in all tangible personal property, (the “Personal Property”) owned or leased by Seller all or its affiliate and located on or used in connection with the ownership, operation and management of the Resort, including, but not limited to the following: all fixtures, attachments, computers and computer equipment, computer software, furnishings, art work, machinery, laundry facilities, and other articles attached to or located upon the Real Property (as defined herein), all goods, machinery, tools, equipment (including fire sprinklers and alarm systems, air conditioning, heating, boilers, refrigerating, electronic monitoring, water, lighting, power, sanitation, waste removal, entertainment, recreational, fitness and maintenance equipment, window or structural cleaning rigs and all other equipment of every kind), motor vehicles, machinery, lawn mowers, swimming pool equipment, all indoor or outdoor furniture (including tables, chairs, beds, planters, desks, sofas, shelves, lockers and cabinets), furnishings, appliances, televisions, radios, refrigerators, mini-bars, rugs, carpets and other floor coverings, china, glassware, bar equipment and furnishings, linens, silverware, uniforms, paintings, pictures, decorations, sculptures, draperies, drapery rods and brackets, awnings, blinds, partitions, chandeliers and all other indoor and outdoor lighting fixtures; (v) All of Seller's ’s and, if applicable, any of its affiliate’s, if any, right, titletitle and interest, if any, in all engineering, maintenance, housekeeping, food and interest beverage and spa department supplies, inventory, merchandise and goods available for sale or for consumption in the ordinary course, including soap, cleaning materials, beverage items (alcoholic and non-alcoholic) that is held for sale in the mini-bars in the guest rooms and other supplies, inventory, merchandise or goods of all kinds, used, unused, or held in reserve storage for future use in connection with the maintenance and operation of the Resort that are on hand as of the Closing Date (“Inventories”); (vi) All of Seller’s and, if applicable, any of its affiliate’s, if any, right, title and interest, if any, in (a) all contracts, agreements, and leases that are described on Schedule 1(a)(vi) which do not have the designations described in clauses (b) and (c) below; (b) all contracts, agreements and leases that are described on Schedule 1(a)(vi) which have designations indicating that they have not been provided to Purchaser prior to the following assets, wherever located, free Effective Date but are (1) provided to Purchaser prior to Closing and clear (2) entered into in the ordinary course of all Encumbrances (hereinafter defined): 1.1.1 The Seller's right, title, and interest transferred pursuant to an assumption and assignment under an order or orders pursuant to Section 365(f) business of the Bankruptcy Code Resort; (c) all contracts, agreements and leases that are described on Schedule 1(a)(vi), which may have designations indicating that they are to be terminated by Seller, to the Approval Orderextent that such contracts, agreements or leases cannot be terminated without payment of a termination fee, penalty, cost or other charge; (d) all contracts and agreements not listed on Schedule 1(a)(vi) in effect with respect to the Resort as of the Closing that were entered on or before into in the ordinary course of business and are terminable upon ninety (90) days after the Closing Date day’s or less prior notice; (it being agreed that e) any Capital Improvements Contracts (aas defined in Section 14(k)) in no event shall the Seller to be deemed to have assumed and assigned to Purchaser pursuant to Section 14(k); and (f) to the Buyer extent assignable without the consent of Manager or any lease third party, the rights of Seller, if any, under agreements, at law or contract until such assumption has been approved by an order in equity, which survive the termination of the Bankruptcy Court, (b) each lease and contract which is not expressly assumed by the Seller and assigned to the Buyer shall not constitute a portion of the Property for all purposes, and (c) the Seller shall retain all LiabilityManagement Agreement, including, without limitation, damage claims associated with rejectionany rights under the Termination Agreement, for any lease dated March 12, 2006, between Seller or contract that is not expressly assumed by its affiliates and Manager or Manager’s affiliates (in no event shall Seller or its affiliates be obligated to release a copy of the Seller and assigned Termination Agreement to Purchaser to the Buyer prior extent that such release violates such agreement or any other agreements), to the Closing and for all Liability, including, without limitation, damage claims associated with rejection, for any Key Contract that is not assumed by the Seller and assigned require Manager to the Buyer following the Closing after notice by the Buyer to the Seller pursuant to Section 8.2(1) transfer or assign its liquor license to, or expiration of the Decision Period): (i) as lessee under those real property leases identified on EXHIBIT A-1 allow Purchaser to this Agreement (collectivelyuse, the "Real Property Leases"); (ii) as lessee under those equipment, personal propertyliquor license of Manager currently in place for the Resort, and intangible property (2) transfer to Purchaser all customer data for future reservations at the Resort, including tentative reservations (all such leases, rental agreements, licenses, contracts, agreements, and similar arrangements identified on EXHIBIT A-2 to this Agreement (collectively, the "Other Leases"); and (iii) as a party to those other contracts, leases, orders, purchase orders, licenses, contracts, agreements and similar arrangementsrights are, including but not limited to, that certain agreement between Travel Centers of America ("TCA") and the Seller (the "TCA Agreement"), identified on EXHIBIT A-3 (collectively, the "Other “Contracts" ”), all of which have been provided to Purchaser as part of the Property Information (defined below)) (With respect to any Contracts which cannot be assigned by Seller without the consent of the other party thereunder and together such consent is not obtained by the Closing, Seller and Purchaser shall cooperate with each other to nevertheless assign to Purchaser the benefits, and Purchaser will assume the obligations, and, in the event that any such fee, penalty or similar cost is due to obtain the benefits of such contracts or to obtain the assignment of such contracts, Purchaser will pay all such termination fees, costs and similar charges associated with the Other Leasesassignment of such Contracts); (vii) To the extent assignable, the "Other Leases and Contracts"). The TCA Agreement is attached at EXHIBIT A-4. 1.1.2 Any improvements located on the real property (collectivelyall of Seller’s and, the "Real Property") occupied by the Seller under the Real Property Leasesif applicable, but in all events only to the extentany of its affiliate’s, if any, of the Seller's interest right, title and interest, if any, in the same all rights, warranties, guaranties, approvals (collectivelygovernmental or otherwise), the "Improvements"licenses, permits, authorizations, entitlements, surveys, plans, drawings and specifications, Property Marks (as defined herein). 1.1.3 All of those items of equipment , registered copyrights, patents and tangible personal other intellectual property owned by the Seller and listed in EXHIBIT B attached to this Agreement, including but not limited to, all vending machines, installed or otherwise ("Vending Machines"), all telecommunications kiosks, installed or otherwise ("Kiosks"), and all furniture, fixtures, and equipment owned by the Seller, including, without limitation, all computers, servers, copy machines, fax machines, computer printers, telephone equipment, cellular phones, pagers, personal data assistants, palm pilots, and other analog intangible rights relating to the construction, ownership, operation, use and management of the Property (as defined herein), including without limitation all operations and businesses conducted on or digital devices owned by from the Real Property (the “Intangible Property”); and (viii) All of Seller’s and, as more specially identified by if applicable, any of its affiliate’s, if any, right, title and interest, if any, right, title and interest, if any, in and to all books, records, ledgers, files, information, work-product and data that are transferable and are in the location possession of Seller or its affiliate relating to the ownership and operation of the type Property, excluding, however, (i) information that is subject to the attorney-client privilege, (ii) attorney work-product, (iii) any information that is proprietary to Manager (defined in Section 1(b) below), (iv) any information that Seller required to keep confidential under existing agreements, other arrangements or applicable law, (v) all litigation files and documents for matters that will not materially affect the Resort after Closing, (vi) any and all other files that contain information or trade secrets that are related to the proprietary and/or confidential manner in which Seller or its affiliates make or function on EXHIBIT B their investment decisions and/or conduct their operations, and (collectively, the "Personal Property"). As used in this Agreement, the Personal Property shall not include the Inventory vii) such items that are Excluded Assets (as defined in Section 1.1.51(b) below) (“Hotel Books and Records”). 1.1.4 All intangible personal property owned by the Seller and used exclusively in connection with the Property, but in all cases only to the extent of the Seller's interest therein and only to the extent transferable, together with all books, records and like items pertaining exclusively to the Property (collectively, the "Intangible Property"), including, without limitation,

Purchase and Sale of the Property. On Seller agrees to sell the Closing DateProperties to --------------------------------- Purchaser, as hereinafter definedand Purchaser agrees to purchase the Properties from Seller, on the terms and conditions set forth in consideration this Agreement. The Properties consists of: (a) All of the covenantsland described in EXHIBIT A attached hereto (the "LAND") and all easements, representationsrights and interests appurtenant thereto, and obligations if any; (b) All of the Buyer hereunderimprovements and fixtures (which excludes the inventory, display cases, equipment, furniture, fixtures and subject to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey, equipment ("FF&E") and deliver to the Buyer, and the Buyer shall purchase from the Seller other personal (c) All of Seller's rights in all of the Seller's right, title, and interest as of the Closing Date in and following intangible property now or hereafter existing with respect to the following assets, wherever located, free and clear of all Encumbrances Property (hereinafter defined): 1.1.1 The Seller's right, title, and interest transferred pursuant to an assumption and assignment under an order or orders pursuant to Section 365(f) of the Bankruptcy Code (which may be the Approval Order) entered on or before ninety (90) days after the Closing Date (it being agreed that (a) in no event shall the Seller be deemed to have assumed and assigned to the Buyer any lease or contract until such assumption has been approved by an order of the Bankruptcy Court, (b) each lease and contract which is not expressly assumed by the Seller and assigned to the Buyer shall not constitute a portion of the Property for all purposes, and (c) the Seller shall retain all Liability, including, without limitation, damage claims associated with rejection, for any lease or contract that is not expressly assumed by the Seller and assigned to the Buyer prior to the Closing and for all Liability, including, without limitation, damage claims associated with rejection, for any Key Contract that is not assumed by the Seller and assigned to the Buyer following the Closing after notice by the Buyer to the Seller pursuant to Section 8.2, or expiration of the Decision Period): (i) as lessee under those real property leases identified on EXHIBIT A-1 to this Agreement (collectively, the "Real Property LeasesINTANGIBLE PROPERTY"); (ii) as lessee under those equipmentprovided, personal property, and intangible property leases, rental agreements, licenses, contracts, agreements, and similar arrangements identified on EXHIBIT A-2 to this Agreement (collectivelyhowever, the "Other Leases"); Intangible Property and all payments and proceeds derived therefrom may be retained and used by Seller so long as the Lease (iiidefined below) as a party to those remains in effect: (1) All plans and specifications, all building permits and other contracts, leases, orders, purchase orders, licenses, contracts, agreements and similar arrangements, including but not limited to, that certain agreement between Travel Centers of America ("TCA") and the Seller (the "TCA Agreement"), identified on EXHIBIT A-3 (collectively, the "Other Contracts" and together permits required in connection with the Other Leasesconstruction of the Improvements and all warranties, guaranties and sureties now or hereafter received in connection with the "Other Leases and Contracts"). The TCA Agreement is attached at EXHIBIT A-4. 1.1.2 Any improvements located on construction of the real property (collectively, the "Real Property") occupied by the Seller under the Real Property Leases, but in all events only to the extentImprovements, if any, of the Seller's interest in the same (collectively, the "Improvements"). 1.1.3 All of those items of equipment and tangible personal property owned by the Seller and listed in EXHIBIT B attached to this Agreement, including but not limited to, all vending machines, installed or otherwise ("Vending Machines"), all telecommunications kiosks, installed or otherwise ("Kiosks"), and all furniture, fixtures, and equipment owned by the Seller, including, without limitation, all computersrights of Seller under any plans, serversspecifications, copy machinesdrawings and permits and all architectural, fax machinesengineering or construction contracts with respect to the Improvements and all additions and alterations thereto; (2) All licenses, computer printerspermits, telephone equipmentapprovals and certificates of occupancy relating to the zoning, cellular phonesland use, pagersownership, personal data assistantsoperation, palm pilotsoccupancy, construction or maintenance of the Improvements running to or in favor of the Seller or the Improvements, and other analog all deposits to governmental authorities relating to the Seller or digital devices owned by the Seller, as more specially identified by the location Improvements; (3) All service and the type maintenance contracts and make equipment leases in connection with or function on EXHIBIT B (collectively, the "Personal Property"). As used in this Agreement, the Personal Property shall not include the Inventory (as defined in Section 1.1.5). 1.1.4 All intangible personal property owned by the Seller (if any) in the operation of the Improvements for any lawful use (as opposed to Seller's particular use in its business) and used exclusively in connection with which are accepted by Purchaser; and (4) All accounts, books, records, studies, documents, tests, surveys, assessments, audits, appraisals, contracts, contract rights, claims and warranties related to the Property, but in all cases only to the extent excluding any of the foregoing which relate to Seller's interest therein and only to the extent transferable, together with all books, records and like items pertaining exclusively to business conducted from the Property (collectively, the "Intangible Property"), including, without limitation,and any insurance policies and insurance policy proceeds.

Purchase and Sale of the Property. On Subject to and upon the Closing Dateterms and conditions herein, as hereinafter defined, in consideration of the covenants, representationsSeller hereby agrees to sell to Purchaser, and obligations of the Buyer hereunder, and subject Purchaser hereby agrees to the conditions hereinafter set forth, the Seller shall sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer shall purchase from the Seller all Seller: (i) All of the Seller's ’s right, title, title and interest as in that that certain real property located at the address for the Hotel set forth in the Summary, more particularly described in Exhibit A attached hereto (the “Land”) ; (ii) All of Seller’s right, title and interest in all improvements and fixtures situated on the Closing Date Land (the “Improvements”), including the Hotel; (iii) All of Seller’s right, title and interest in and to the following assetsland lying in the bed of any street or highway adjoining the Land and all other appurtenances to the Land and Improvements, wherever located, free and clear of all Encumbrances (hereinafter defined): 1.1.1 The Seller's right, title, title and interest transferred pursuant of Seller in and to an assumption any award made or to be made in lieu thereof and assignment under an order or orders pursuant in and to Section 365(f) of the Bankruptcy Code (which may be the Approval Order) entered on or before ninety (90) days after the Closing Date (it being agreed that (a) in no event shall the Seller be deemed to have assumed and assigned any unpaid award for damages to the Buyer Land and Improvements by reason of change of grade of any lease or contract until such assumption has been approved by an order street (the “Appurtenances”); (iv) All of the Bankruptcy CourtSeller’s right, (b) each lease title and contract which is not expressly assumed by the Seller and assigned to the Buyer shall not constitute a portion of the Property for interest in all purposes, and (c) the Seller shall retain all Liability, including, without limitation, damage claims associated with rejection, for any lease or contract that is not expressly assumed by the Seller and assigned to the Buyer prior to the Closing and for all Liability, including, without limitation, damage claims associated with rejection, for any Key Contract that is not assumed by the Seller and assigned to the Buyer following the Closing after notice by the Buyer to the Seller pursuant to Section 8.2, or expiration of the Decision Period): (i) as lessee under those real property leases identified on EXHIBIT A-1 to this Agreement (collectively, the "Real Property Leases"); (ii) as lessee under those equipment, tangible personal property, furniture and intangible property leases, rental agreements, licenses, contracts, agreements, and similar arrangements identified on EXHIBIT A-2 to this Agreement (collectively, the "Other Leases"); and (iii) as a party to those other contracts, leases, orders, purchase orders, licenses, contracts, agreements and similar arrangements, including but not limited to, that certain agreement between Travel Centers of America ("TCA") and the Seller equipment (the "TCA Agreement"), identified on EXHIBIT A-3 (collectively, the "Other Contracts" “Personal Property”) owned or leased by Seller and together with the Other Leases, the "Other Leases and Contracts"). The TCA Agreement is attached at EXHIBIT A-4. 1.1.2 Any improvements located on the real property (collectively, the "Real Property") occupied by the Seller under the Real Property Leases, but in all events only to the extent, if any, of the Seller's interest in the same (collectively, the "Improvements"). 1.1.3 All of those items of equipment and tangible personal property owned by the Seller and listed in EXHIBIT B attached to this Agreement, including but not limited to, all vending machines, installed or otherwise ("Vending Machines"), all telecommunications kiosks, installed or otherwise ("Kiosks"), and all furniture, fixtures, and equipment owned by the Seller, including, without limitation, all computers, servers, copy machines, fax machines, computer printers, telephone equipment, cellular phones, pagers, personal data assistants, palm pilots, and other analog or digital devices owned by the Seller, as more specially identified by the location and the type and make or function on EXHIBIT B (collectively, the "Personal Property"). As used in this Agreement, the Personal Property shall not include the Inventory (as defined in Section 1.1.5). 1.1.4 All intangible personal property owned by the Seller and used exclusively in connection with the ownership, operation and management of the Hotel (defined below); (v) All opened inventory of food, beverages, operating supplies, operating equipment, merchandise and goods held for sale or for consumption in the ordinary course of business of the Hotel (“Inventories”); (vi) To the extent assignable, all of Seller’s right, title and interest in all leases and contracts in effect with respect to the Hotel identified on Exhibit B attached hereto (the “Contracts”), other than any Contracts that Seller or its affiliates have entered into with respect to all its hotels or a particular flag or segment of hotels which are not assignable as to a particular hotel, which shall remain the sole obligation of Seller. Any Contracts which are not required to be assigned to Purchaser under this Agreement or required to be terminated under Section (3)(a) of this Agreement, shall remain Seller’s obligation; and (vii) To the extent assignable, all of Seller’s right, title and interest in all rights, warranties, guaranties, approvals (governmental or otherwise), licenses, permits, authorizations, entitlements, surveys, plans and specifications and other intangible rights relating to the construction, ownership, operation, use and management of the Real Property (as defined herein), including without limitation all operations and businesses conducted on or from the Real Property (the “Intangible Property”), other than any non-assignable operational licenses and permits. The Land, the Appurtenances and the Improvements are referred to collectively herein as the “Real Property”. The Real Property, but in all cases only to the extent of the Seller's interest therein and only to the extent transferable, together with all books, records and like items pertaining exclusively to the Property (collectivelyPersonal Property, the "Contracts and the Intangible Property are referred to collectively herein as the “Property"), including, without limitation,”.

Purchase and Sale of the Property. On Subject to the Closing Dateterms and conditions herein, as hereinafter defined, in consideration of the covenants, representationsBuyer agrees to purchase and acquire from Seller, and obligations of the Buyer hereunder, Seller agrees to sell and subject convey to the conditions hereinafter set forthBuyer, the Seller shall sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer shall purchase from the Seller all of the Seller's right, title, and interest as of the Closing Date in and to the following assets, wherever locatedProperty at Closing, free and clear of all Encumbrances liens and encumbrances other than Permitted Exceptions. The Property shall be deemed to include: (hereinafter defined): 1.1.1 The Seller's righta) the land described on Exhibit A hereto and all rights, title, interest, benefits, and interest transferred pursuant income appurtenant or attributable thereto, including all Seller’s rights and interest, if any, to an assumption roads, rights of way, and assignment under an order easements adjacent or orders belonging thereto (“Land”), the exact size and legal description of which shall be determined by reference to the Survey, if any, pursuant to Section 365(f) of the Bankruptcy Code (which may be the Approval Order) entered on or before ninety (90) days after the Closing Date (it being agreed that (a) in no event shall the Seller be deemed to have assumed and assigned to the Buyer any lease or contract until such assumption has been approved by an order of the Bankruptcy Court, 5; (b) each lease all buildings, fixtures, and contract which is not expressly assumed by other improvements of every kind and description on or at the Seller and assigned to the Buyer shall not constitute a portion of the Property for all purposesLand (“Improvements”), in their present condition; and (c) the Seller shall retain all LiabilitySeller’s rights and interest in any site surveys, includingstudies, without limitationor reports, damage claims associated plans and specifications, warranties and contract rights, and permits and licenses with rejection, for any lease or contract that is not expressly assumed by the Seller and assigned respect to the Buyer prior Land or Improvements (“Plans”). If applicable, the Property also shall be deemed to the Closing and for all Liability, including, without limitation, damage claims associated with rejection, for any Key Contract that is not assumed by the Seller and assigned to the Buyer following the Closing after notice by the Buyer to the Seller pursuant to Section 8.2, or expiration of the Decision Period): include: (i) as lessee under those real the personal property leases identified located and used at the Property to be conveyed to Buyer, which is listed on EXHIBIT A-1 to this Agreement Exhibit C hereto (collectively, the "Real Property Leases"); (ii) as lessee under those equipment, personal property, and intangible property leases, rental agreements, licenses, contracts, agreements, and similar arrangements identified on EXHIBIT A-2 to this Agreement (collectively, the "Other Leases"“Personal Property”); and (iiiii) as a party the existing Contracts relating to those other contractsthe lease, leasesoccupancy, ordersmanagement, purchase ordersoperation, licensesmaintenance, contractsor repair of the Property to be assigned to and assumed by Buyer, agreements and similar arrangementswhich are listed on Exhibit D hereto (“Assigned Contracts”), including but not limited to, that certain agreement between Travel Centers of America ("TCA") and the Seller (the "TCA Agreement"), identified on EXHIBIT A-3 (collectively, the "Other Contracts" and together with the Other Leases, the "Other Leases and Contracts"). The TCA Agreement is attached at EXHIBIT A-4. 1.1.2 Any improvements located on the real property (collectively, the "Real Property") occupied by the Seller under the Real Property Leases, but in all events only any security deposits held pursuant to the extent, if any, of the Seller's interest in the same (collectively, the "Improvements")Assigned Contracts. 1.1.3 All of those items of equipment and tangible personal property owned by the Seller and listed in EXHIBIT B attached to this Agreement, including but not limited to, all vending machines, installed or otherwise ("Vending Machines"), all telecommunications kiosks, installed or otherwise ("Kiosks"), and all furniture, fixtures, and equipment owned by the Seller, including, without limitation, all computers, servers, copy machines, fax machines, computer printers, telephone equipment, cellular phones, pagers, personal data assistants, palm pilots, and other analog or digital devices owned by the Seller, as more specially identified by the location and the type and make or function on EXHIBIT B (collectively, the "Personal Property"). As used in this Agreement, the Personal Property shall not include the Inventory (as defined in Section 1.1.5). 1.1.4 All intangible personal property owned by the Seller and used exclusively in connection with the Property, but in all cases only to the extent of the Seller's interest therein and only to the extent transferable, together with all books, records and like items pertaining exclusively to the Property (collectively, the "Intangible Property"), including, without limitation,