Common use of Study Period Clause in Contracts

Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror Buyer shall have the right, until 5:00 p.m. on upon prior reasonable written notice to the last day of Seller to examine the Study Period, books and thereafter if records relating to the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described belowProperty, to enter upon the Real Property Land and to perform, at the Acquiror's Buyer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Buyer may deem appropriate. If such tests, studies and investigations warranttaking care to cause minimal interference with the business conducted on the Property; provided that (i) no invasive testing may be conducted without the Seller’s prior written consent, which may be withheld by the Seller in the Acquiror's sole, absolute and unreviewable its sole discretion, and (ii) none of the acquisition Buyer or any of its representatives, lender, consultants and agents shall (x) cause any damage or make any physical changes to any of the Property for or (y) intentionally or unreasonably interfere with the purposes contemplated by rights of Hotel guests or others who may have a legal right to use or occupy the Acquiror, then Property or (z) otherwise intentionally or unreasonably interfere with the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration operation of the Study PeriodProperty. The Seller or its representatives shall have the right to be present to observe any testing or other inspection performed on any of the Property. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Periodreason, or if no reason, the Acquiror Buyer notifies the ContributorSeller, in writing, prior to 5:00 p.m. Central Time on the expiration last day of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror Xxxxxxx Money shall be released from any immediately returned to the Buyer, and, upon return of the Xxxxxxx Money, the Buyer and the Seller shall have no further liability rights, liabilities or obligation under obligations hereunder (except as expressly survive the termination of this Agreement). (b) During Promptly after the Study PeriodEffective Date, and throughout the Contributor shall make term of this Agreement as any of the materials listed in Schedule B become available to the AcquirorSeller or are amended or updated, its agents(to the extent not previously provided or made available to the Buyer) the Seller shall deliver to the Buyer, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related such materials or information if any, relating to the Property which are in, or come into, the Contributor's Seller’s possession or control. (c) The Acquiror Buyer hereby indemnifies agrees to indemnify, defend and defends hold the Contributor Seller, and its employees, guests, contractors, tenants, manager and their respective invitees harmless from all personal injury or property damage suffered or incurred by or claimed against the foregoing arising directly out of any loss, damage due diligence activities conducted or claim arising from the entry upon the Real Property Land by any of Buyer, its representatives, lenders, consultant or agents, provided, however, such indemnity shall not cover liability arising from pre-existing conditions unless such pre-existing conditions are exacerbated by the Acquiror Buyer or any its consultants, agents, contractors contractors, employees or employees representatives, in which case the Buyer shall be liable for and to the extent of the Acquirorexacerbated condition and not the pre-existing condition. The AcquirorBuyer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorBuyer, or its agents or contractors, but specifically excluding restoring or correcting any environmental or other damage to the Real Property that is discovered as a result of such tests or studies. The Buyer and any of its agents and contractors shall maintain at all times during their entry upon any of the Property for the purpose of conducting any due diligence activities, commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) combined single limit, bodily injury, death and property damage insurance per occurrence. Upon the Seller’s request, Buyer (or its agents or contractor) will deliver a certificate issued by the insurance carrier of each such policy to the Seller prior to any entry upon any Property. (d) During The Buyer’s obligations under this SECTION 3.1 shall survive any termination of this Agreement or the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration Closing of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptionstransaction contemplated herein.

Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property Land for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror Purchaser shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror Purchaser notifies the Contributor Seller that the Acquiror Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the AcquirorPurchaser's expense, such economic, surveying, engineering, environmentaltopographic, topographic environmental and marketing tests, studies and investigations as the Acquiror Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations warrantas Purchaser determines to make, in Purchaser decides to proceed with the Acquiror's sole, absolute and unreviewable discretion, the acquisition purchase of the Property for the purposes contemplated by the AcquirorPurchaser, then the Acquiror Purchaser may elect to proceed to Closing and shall so notify the Contributor Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period. If for any reason reason, in the Acquiror Purchaser's sole, absolute and unreviewable discretion, the Purchaser does not so notify the Contributor Seller and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the ContributorSeller and the Escrow Agent, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released from form any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor Seller shall make available to the AcquirorPurchaser, its agents, auditors, engineers, attorneys and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other related materials or information if any, relating to the Property which are in, or come into, the ContributorSeller's possession or control. (c) The Acquiror hereby indemnifies Purchaser shall indemnify and defends defend the Contributor Seller against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Purchaser or any agents, contractors or employees of the AcquirorPurchaser. The AcquirorPurchaser, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorPurchaser. (d) The Seller agrees to provide to the Purchaser, within five business days following the date of this Agreement, a copy of any existing title insurance policies or marked-up title binders which the Seller may have in its possession or control covering the Real Property, together with legible copies of all exception documents referred to therein. During the Study Period, the AcquirorPurchaser, at its expense, shall cause an examination of title to the Property to be madeobtain a Title Commitment, and, and prior to the expiration of the Study Period, shall notify the Contributor Seller of any defects in title shown by such examination Title Commitment that the Acquiror Purchaser is unwilling to accept. At or prior to ClosingWithin ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Contributor Seller shall notify the Acquiror Purchaser whether the Contributor Seller is willing to cure such defects. Contributor may cureIf the Purchaser agrees to proceed to Closing prior to the end of the Study Period but before the Seller responds to title issues during the Title Response Period, but the Purchaser shall not be obligated have waived any of its rights with regard to title issues as set forth herein. If the Seller is willing to cure such defects, the Seller shall act promptly and diligently to cure such defects at its expense. If the Seller is unable to cure such defects by Closing, after having attempted to do so diligently and in good faith, the Purchaser may elect (1) to waive such defects and proceed to Closing without any abatement in the Purchase Price or (2) to terminate this Agreement and receive a full refund of the Deposit; provided, however, that if such defects consist of mortgages, deeds of trust, construction or mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, and notwithstanding the Contributorforegoing, at its option, the Seller shall either be obligated to pay and discharge (in which event, and the Escrow Agent title agent or company conducting the Closing is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy Seller's proceeds at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor Seller shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title or the use of the Property without the AcquirorPurchaser's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the AcquirorPurchaser's title examination and not objected to by the Acquiror Purchaser as provided above shall be deemed Permitted Title Exceptions. If Acquiror Notwithstanding the foregoing, the Purchaser shall fail not be required to examine take title and notify to the Contributor Property subject to any matters which may arise subsequent to the effective date of any such its examination of title objections by to the end of Property made during the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor Contributors that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition purchase of the Property Interests for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor Contributors prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor Contributors of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the ContributorContributors, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, and the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor Contributors shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's Contributors' possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor Contributors against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor Contributors of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor Contributors shall notify the Acquiror whether the Contributor is Contributors are willing to cure such defects. Contributor Contributors may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the ContributorContributors, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is Contributors are unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor Contributors shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor Contributors of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror OP shall have the right, until 5:00 p.m. on the last day end of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the AcquirorOP's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror OP may deem appropriate. If such tests, studies and investigations warrant, in the AcquirorOP's sole, absolute and unreviewable discretion, the acquisition transfer of the Property for the purposes contemplated by the AcquirorOP, then the Acquiror OP may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror OP does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror OP notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, and the Acquiror OP shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the AcquirorOP, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror OP hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror OP or any agents, contractors or employees of the AcquirorOP. The AcquirorOP, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorOP. (d) During the Study Period, the AcquirorOP, at its expense, shall may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall may notify the Contributor of any defects in title shown by such examination that the Acquiror OP is unwilling to accept. At or prior to Closing, the The Contributor shall notify the Acquiror OP whether the Contributor is willing to cure such defectsdefects and to proceed to Closing. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror OP shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the AcquirorOP's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the AcquirorOP's title examination and not objected to by the Acquiror OP as provided above shall be deemed Permitted Title Exceptions. If Acquiror OP shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror Prior to the Closing, Purchaser, personally or through its authorized agent or representative, shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected be entitled upon reasonable advance notice to proceed to Closing in the manner described below, Seller to enter upon the Real Property during normal business hours and shall have the right to performmake such investigations, at the Acquiror's expenseincluding appraisals, such economicengineering studies, surveying, engineering, environmental, topographic and marketing soil tests, environmental studies and underwriting analyses, as Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations as on the Acquiror may deem appropriate. If such testsProperty; (c) neither Purchaser nor its representatives shall materially interfere with the use, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the purposes contemplated by Seller Parties against, and hold the AcquirorSeller Parties harmless for, then the Acquiror may elect to proceed to Closing from and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Periodagainst, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are inactivities of Purchaser or its agents under this paragraph (the “Indemnified Losses”) but excluding claims to the extent arising from Seller’s negligence, willful misconduct, or come intothe mere discovery of adverse conditions on the Property, provided, however, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends foregoing exclusion from the Contributor against Indemnified Losses shall not include any loss, damage liability, claims, costs, liens or claim arising damages caused by or resulting from entry upon the Real exacerbation of any adverse conditions on the Property by the Acquiror Purchaser or any its agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. ; and (dg) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's Seller’s prior written consent, which consent Seller may give or withhold in its absolute discretion, Purchaser shall not be unreasonably withheld conduct any Phase II exams, soil borings or delayedother invasive tests on or around the Property. All title matters revealed by The foregoing indemnification obligation shall survive the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title ExceptionsClosing or earlier termination of this Agreement. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such title exceptions (other than those rendering title unmarketable and those that materials are in Seller’s possession or control. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to be paid at Closing as provided above) shall be deemed Permitted Title ExceptionsSeller.

Study Period. For a period of forty-five (a45) The Acquiror days after the Agreement Date (the “Study Period,” which shall expire at 11:59 p.m. Eastern Time on December 19, 2008), and subject to Purchaser’s satisfaction of the conditions set forth in Section 4.2 herein, Purchaser shall have the right, until 5:00 p.m. at its sole cost and expense, to inspect and review the Property, the physical and environmental condition thereof, and such other information as it may desire concerning the Property, including, without limitation, obtaining an engineering report and a so-called “Phase I” environmental report on the last day Property, inspecting Seller’s books and records relating to the Property, inspecting Seller’s accounting information regarding cash flow, billing and real estate taxes, obtaining the approval of Purchaser’s corporate management of the Study Period, transaction contemplated herein and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, conducting such economic, surveying, engineering, environmental, topographic and marketing tests, studies and other investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property as Purchaser deems necessary, subject to the terms and provisions of this Agreement (collectively, the “Inspections”). Notwithstanding anything contained herein to the contrary, however, (i) Purchaser shall not conduct any environmental studies of the Property more extensive than a “Phase I” level review without first obtaining Seller’s prior written consent, which may be given or withheld in Seller’s sole and absolute discretion, and (ii) Purchaser shall satisfy itself prior to the Agreement Date with regard to any and all tax implications (including, without limitation, ad valorem tax implications) associated with a change in the ownership of the Property (or any portion thereof) from a non-profit entity to a for-profit entity. If Purchaser shall, for any reason in Purchaser’s sole discretion, judgment and opinion, disapprove or be dissatisfied with any aspect of the purposes contemplated by the AcquirorProperty, then Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller and the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to Title Company on or before the expiration of the Study Period. If for any reason Further, if this Agreement is terminated by written notice given as aforesaid, then Purchaser shall promptly either return the Acquiror does not so notify the Contributor of its determination Study Materials to proceed to Closing prior to the expiration Seller or destroy all of the Study PeriodMaterials (including all copies thereof) in the possession of Purchaser and its employees, or if the Acquiror notifies the Contributoragents, representatives and consultants and confirm such destruction in writing to Seller (at no cost to Seller in either such event). Additionally, in writingeither such event, prior Purchaser shall also promptly deliver to the expiration Seller a true and complete copy of the all Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designeesMaterials prepared by, for inspection copies or on behalf of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the AcquirorPurchaser. The Acquiror, at its own expense, foregoing obligations of Purchaser shall restore any damage to survive the Real Property caused by any termination of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor Title Company shall notreturn the Deposit to Purchaser within five (5) days after receipt from Purchaser of written confirmation that Purchaser has fully complied with all of the requirements imposed on Purchaser under the foregoing provisions in this Section 4.1, after and Seller and Purchaser shall have no further rights, obligations or liabilities to each other hereunder, except for the date Indemnification Obligations and any other obligations that expressly survive the termination of this Agreement. If Purchaser fails to terminate this Agreement in the manner and within the time period set forth above, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above then Purchaser shall be deemed Permitted Title Exceptionsto have waived the contingencies set forth in this Section 4.1, the Deposit shall thereafter be non-refundable (except in accordance with the terms of this Agreement), and this Agreement shall remain in full force and effect. If Acquiror shall fail to examine title It is understood and notify agreed by Purchaser that the Contributor of any such title objections by the end time period specified in this Section 4.1 is of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptionsessence.

Study Period. (a) The Acquiror Purchaser's obligations hereunder shall have be contingent upon Purchaser's satisfaction with the right, until 5:00 p.m. on the last day results of the Study Periodenvironmental reports, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studiesstructural reports, surveys, title insurance policies, zoning reports and site plan materials, correspondence, environmental audits and other related materials or information if anytitle commitments, relating to the Property which are in, and the Loan (the "Studies") deemed necessary or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property desirable by the Acquiror or any agents, contractors or employees Purchaser in the Purchaser's sole and absolute discretion. Seller hereby agrees that Purchaser shall have a period of thirty (30) days (the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the "Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing") such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this AgreementAgreement in which to make such Studies as Purchaser deems necessary or appropriate in its sole discretion. Seller hereby permits Purchaser and its agents and hereby authorizes Purchaser and such agents, subject as representatives of the Seller, to have access to the Property (to the extent permitted under, and subject to the conditions of, the Loan Documents) and to communicate with Borrower, for the purpose of conducting the Studies. Purchaser shall indemnify Seller for any liensand all liability suffered by Seller which was caused by Purchaser, encumbrancesits agents and employees, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify in conducting the status of title without the Acquiror's prior written consentStudies, which consent indemnification shall survive the termination of this Agreement. Seller will make available to Purchaser and its representatives Seller's books and records relating to the Loan and the Property. In the event Purchaser determines, based on the results of such Studies, that Purchaser does not be unreasonably withheld or delayed. All title matters revealed by wish to proceed with this transaction, Purchaser shall have the Acquiror's title examination right and not objected option to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail terminate this Agreement upon written notice sent to examine title and notify the Contributor of any such title objections by Seller prior to the end of the Study Period, all such title exceptions (in which case neither party shall have any further liability to the other than those rendering title unmarketable and those that are to be paid at Closing as provided above) the Deposit shall be deemed Permitted Title Exceptionsreturned to Purchaser pursuant to Section 3. Should Purchaser elect to terminate this Agreement, Purchaser shall promptly thereafter provide Seller with copies of reports and studies prepared in connection with the Studies (with no representatives or warranties with respect thereto).

Study Period. (a) The Acquiror Purchaser shall have have, with respect to each Property, the right, until 5:00 p.m. on the last day of right during the Study Period, Period (and thereafter if the Acquiror Purchaser notifies the Contributor Sellers that the Acquiror Purchaser has elected to proceed to Closing in the manner described below) upon not less than one (1) business day prior notice to the applicable Seller, to enter upon the Real Property and to perform, at the Acquiror's Purchaser’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Purchaser may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's Purchaser’s sole, absolute and unreviewable discretion, the acquisition purchase of the Property for the purposes contemplated by the AcquirorPurchaser, then the Acquiror Purchaser may elect to proceed to Closing and shall so notify the Contributor Sellers prior to the expiration of the Study Period. If for any reason the Acquiror Purchaser does not so notify the Contributor Sellers of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror Purchaser notifies the ContributorSellers, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement shall automatically shall terminate, the Acquiror Deposit shall be returned to the Purchaser and upon return of the Deposit, the Purchaser shall be released from any further liability or obligation under this Agreement, except those which expressly survive the termination of this Agreement. (b) During the Study Period, the Contributor Sellers shall make available to the AcquirorPurchaser, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information information, if any, relating to the Property Properties which are in, or come into, the Contributor's Sellers’ possession or control. Notwithstanding the foregoing, Sellers shall not be obligated to deliver to the Purchaser any materials of a proprietary nature. Purchaser acknowledges that, except as otherwise herein provided, any such materials delivered to the Purchaser pursuant to this provision shall be without warranty, representation or recourse. (c) The Acquiror hereby indemnifies Purchaser shall indemnify, hold harmless and defends defend the Contributor Sellers against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Purchaser or any agents, contractors or employees of the AcquirorPurchaser. The AcquirorPurchaser understands and accepts that any on-site inspections of the Real Property shall occur at reasonable times agreed upon by the applicable Seller and the Purchaser after not less than one (1) business day prior notice to such Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. The Sellers shall have the right to have a representative present during any such inspections. If the Purchaser desires to do any invasive testing at the Real Property, the Purchaser shall do so only after obtaining the prior written consent of Seller, which approval may be subject to reasonable terms and conditions as may be proposed by the Seller. The Purchaser shall not permit any liens to attach to the Property by reason of such inspections. The Purchaser shall (i) restore the Property, at its own expense, shall restore to substantially the same condition which existed prior to any damage inspections or other activities of the Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any work for the Purchaser or the Purchaser Parties on or related to the Real Property caused by any Property. The terms of this Section 2.3(c) shall survive the tests or studies made by the Acquirortermination of this Agreement. (d) During the Study Period, the AcquirorPurchaser, at its expense, shall cause an examination of title to the Property Properties to be made, and, prior to the expiration of the Study PeriodPeriod (as may be extended pursuant to Section 2.3(e), but not Section 2.3(f)), shall notify the Contributor Sellers of any defects in title shown by such examination that the Acquiror Purchaser is unwilling to accept. At or prior to ClosingWithin ten (10) days after such notification, the Contributor Sellers shall notify the Acquiror Purchaser whether the Contributor is Sellers are willing to cure such defects. Contributor may cure, but shall not be obligated If the Sellers are willing to cure such defects, the Sellers shall act promptly and diligently to cure such defects at its expense. If such defects consist of deeds of trust, mechanics' ’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, Sellers shall either pay and discharge (in which event, and the Escrow Agent Title Company is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is Sellers are unwilling or unable to cure any other such defects by Closing, the Acquiror Purchaser shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration Purchase Price or (2) to terminate this AgreementAgreement and receive a full refund of the Deposit. The Contributor Sellers shall not, after the date of this Agreement, subject the Property Properties to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's Purchaser’s title examination and not objected to by the Acquiror Purchaser as provided above shall be deemed Permitted Title Exceptions. If Acquiror Purchaser shall fail to examine title and notify the Contributor Seller of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. (e) If, despite Purchaser’s commercially reasonable efforts to obtain and review all third party reports during the Study Period, Purchaser shall not have received any such reports, Purchaser shall have the right to extend the Study Period for all of the Hotels for seven (7) days solely in order to obtain and review the third party reports Purchaser did not receive during the Study Period. (f) If, despite Purchaser’s commercially reasonable efforts to obtain each lender’s approval to a Loan Assumption during the Study Period, Purchaser shall not have received any Lender’s approval to a Loan Assumption, Purchaser shall have the right to extend the Study Period for the Courtyard and Springhill Suites only for forty-five (45) days solely in order to attempt to obtain such lender’s approval of a Loan Assumption.

Study Period. (a) The Acquiror a. Purchaser shall have the right, until 5:00 p.m. in its exclusive and absolute discretion, to terminate this Agreement for any reason whatsoever by giving written notice thereof to Seller on or before the last day date that is sixty (60) days following the Effective Date of this Agreement (the “Study Period”). Purchaser may, at its election in its sole discretion, waive the Study PeriodPeriod and accelerate the Closing Date (hereinafter defined). If Purchaser finds the Property suitable for its purposes, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected Purchaser shall notify Seller in writing of Purchaser’s election to proceed to Closing in (subject to the manner described below, to enter upon provisions of this Agreement) (the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor “Go Forward Notice”) prior to 5:00 P.M. Eastern Time on the expiration last date of the Study Period. If for any reason Purchaser fails to deliver the Acquiror does not so notify the Contributor of its determination Go Forward Notice to proceed to Closing Seller prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, then (i) this Agreement automatically shall terminate, the Acquiror shall be released from deemed automatically terminated and shall be of no further force and effect, (ii) the Initial Deposit shall be returned to Purchaser, and (iii) except as expressly provided for in this Agreement, neither Seller nor Purchaser shall have any further liability or obligation to the other under this Agreement. . Within five (b5) During the Study PeriodBusiness Days following execution of this Agreement, the Contributor Seller shall make available deliver, free of charge and cost to the AcquirorPurchaser, its agents, auditors, engineers, attorneys and other designees, for inspection copies any lender or owners policy of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's land title survey as may be in Seller’s actual possession or control. control (c) The Acquiror hereby indemnifies and defends the Contributor against any loss“Due Diligence Information”), damage which shall be provided by Seller without representation or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor warranty of any defects in title shown by such examination that the Acquiror kind. If this Agreement is unwilling to accept. At or terminated for any reason prior to Closing, Purchaser shall promptly cause all copies of all Due Diligence Information that are in Purchaser’s possession, custody, or control to be destroyed or otherwise returned to Seller upon Purchaser’s receipt of written request from Seller. b. After the Contributor Effective Date of this Agreement and until the Closing Date or termination hereof, Purchaser shall notify have the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributorright, at its optionoption and expense, shall either pay to enter upon the Property upon reasonable notice to perform non-destructive engineering tests, studies and/or economic investigations concerning the Property, and discharge (in which event, Seller has the Escrow Agent is authorized right to pay be present during any such entry and discharge at Closing) to observe all such defects at Closing, testing or provide bonds other investigation. Purchaser hereby agrees to indemnify and save Seller harmless from any losses actually incurred by Seller by virtue of Purchaser or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling its agents or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject employees entering on the Property to conduct such investigations. Purchaser further agrees to repair any liensphysical damage caused to the Property by Purchaser or its agents or employees in connection with such tests and studies and to cause the same to be fully restored to the condition existing immediately prior to Purchaser’s inspection thereof. Purchaser shall maintain a policy of commercial general liability insurance, encumbranceswith a single combined limit of not less than One Million and 00/100 Dollars ($1,000,000.00), covenantsfor personal injury and property damage, conditionscovering Purchaser and its agents, restrictionsrepresentatives and independent contractors during any such entry, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayedincluding contractual liability coverage. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above Seller shall be deemed Permitted Title Exceptions. If Acquiror named as additional insured on such commercial general liability policy, and Purchaser shall fail provide proof of such insurance to examine title and notify the Contributor of Seller, in a form reasonably acceptable to Seller, prior to any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those entry. c. Purchaser agrees that are Purchaser’s obligations pursuant to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.this Agreement

Study Period. (a) The Acquiror Purchaser and its agents, contractors, auditors, engineers, attorneys, employees, consultants, other representatives and potential lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right, until 5:00 p.m. on the last day Closing or earlier termination of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described belowthis Agreement, to enter upon the Real Property upon not less than two (2) business days prior notice to Seller, and to perform, at the Acquiror's Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, topographic marketing and marketing other tests, studies and investigations as the Acquiror Purchaser may deem appropriate. If Purchaser has had an opportunity to review the condition of the Property, and finds it satisfactory as of the Effective Date. Accordingly, the Deposit is non-refundable except as otherwise expressly provided herein. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller. (b) Purchaser acknowledges its receipt of the due diligence materials set forth on the Data Site as of the Effective Date. Seller shall, promptly upon request by Purchaser, make available to Purchaser on the Data Site, such testsadditional due diligence materials which are in Seller’s possession or control relating to the Property and the operation thereof which are reasonably requested by Purchaser from time to time, studies and investigations warrant, but Purchaser shall have no recourse in the Acquiror's soleevent of Seller’s failure to so-make-available. All documents and materials provided by Seller to Purchaser pursuant to this Agreement (including, absolute without limitation, any and unreviewable discretionall documents and materials set forth on the Data Site), together with any copies or reproductions of such documents or materials, or any summaries, abstracts, compilations or other analyses made by or for Purchaser based on the acquisition of information in such documents or materials, are referred to collectively herein as the Property for “Submission Materials”. Except as expressly set forth in Article III, Purchaser acknowledges and agrees that the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. Submission Matters are provided without warranty or representation whatsoever. (c) If for any reason the Acquiror whatsoever Purchaser does not so notify purchase the Contributor Property, Purchaser shall promptly (i) deliver to Seller or destroy all copies of its determination all the Submission Matters and any other materials delivered to proceed Purchaser or Purchaser Parties, and (ii) deliver to Closing prior Seller all third-party reports prepared by or for Purchaser or Purchaser Parties with respect to the expiration Property; provided, however, that Purchaser shall not be obligated to deliver to Seller any materials of a proprietary nature (such as, for the Study Periodpurposes of example only, any financial forecasts or if market repositioning plans) prepared for Purchaser or Purchaser Parties in connection with the Acquiror notifies the ContributorProperty, in writing, prior and Seller acknowledges that any such materials delivered to Seller pursuant to the expiration provisions of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror clause (ii) shall be released from any further liability without warranty or obligation under representation whatsoever other than that such materials have been fully paid for and may be delivered to Seller. The provisions of this Section 2.4(c) shall survive the termination of this Agreement. (bd) During the Study PeriodPurchaser shall indemnify, hold harmless and defend Seller, Operating Lessee and Manager, and each of their subsidiaries, affiliate and parent companies, the Contributor shall make available to respective successors and assigns of each of them, and the Acquirorofficers, its agentsdirectors, auditorspartners, engineersmembers, attorneys shareholders, employees and other designeesagents of each of the foregoing, for inspection copies of all existing architectural from and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage damage, liability or claim for personal injury or property damage and any other loss, damage, liability, claim or lien to the extent arising from entry the acts at or upon the Real Property by the Acquiror Purchaser or Purchaser Parties or any agents, contractors or employees of any of them, INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLER, OPERATING LESSEE AND/OR MANAGER MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim to the Acquirorextent caused by the gross negligence or reckless or willful misconduct of Seller, Operating Lessee and/or Manager or its respective agents, contractors, auditors, engineers, attorneys, employees, consultants and other representatives. The AcquirorPurchaser understands and agrees that any on-site inspections of the Property shall occur at reasonable times agreed upon by Seller and Purchaser after not less than two (2) business days prior written notice to Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. Seller, Operating Lessee and/or Manager shall have the right to have a representative present during any such inspections. If Purchaser desires to do any invasive testing at the Property, Purchaser shall do so only after notifying Seller and obtaining Seller’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed and may be subject to reasonable terms and conditions as may be proposed by Seller. Purchaser shall not permit any liens to attach to the Property by reason of such inspections. Purchaser shall (i) restore the Property, at its own expense, shall restore to substantially the same condition which existed prior to any damage inspections or other activities of Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any other work for Purchaser or Purchaser Parties on or related to the Real Property. All contractors and others performing any tests and studies on the Property caused by shall first present to Seller reasonably satisfactory evidence that such party is adequately insured in order to reasonably protect Seller, Operating Lessee and Manager from any loss, liability, or damage arising out of the performance of such tests or studies made by studies. Purchaser shall not solicit for employment any Hotel Employees except for employment at the AcquirorHotel in accordance with Section 6.5 if the transaction is consummated. The provisions of this Section 2.4(d) shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. (de) During Seller has ordered from the Study PeriodTitle Company for delivery to Purchaser and Seller, a title insurance commitment issued by the Title Company covering the Real Property, binding the Title Company to issue the Owner’s Title Policy together with legible copies (to the extent such legible copies are available) of all documents identified in such title insurance commitment as exceptions to title (collectively, the Acquiror“Title Commitment”), at its expense, shall cause an examination with respect to the state of title to the Property Property, and Purchaser has approved of the same; provided, if any matters shown on the Survey or identified in the Title Commitment consist of Monetary Title Encumbrances, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to either (i) pay and discharge, (ii) bond against in a manner legally sufficient to cause to be madereleased, andor (iii) indemnify or escrow money with or otherwise cause the Title Company to insure over, prior to the expiration such Monetary Title Encumbrances (individually and collectively, a “Monetary Encumbrance Release”). For such purposes, Seller may use all or a portion of the Study PeriodPurchase Price to effectuate a Monetary Encumbrance Release with respect to any such Monetary Title Encumbrances at the Closing. Other than as specifically required in this Agreement, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but Seller shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens incur any expenses or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable incur any liability to cure any other such defects by ClosingPurchaser’s Objections. Except as otherwise provided herein, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor Seller shall not, after the date of this Agreement, voluntarily subject the Real Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination Title Commitment and not objected to Survey (or any update obtained by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study PeriodPurchaser), all such title exceptions (other than those rendering title unmarketable and those that are to Monetary Title Encumbrances which will be paid covered by a Monetary Encumbrance Release at Closing as provided above) Closing, shall all be deemed Permitted Title Exceptions. (f) Prior to the expiration of the Study Period, Purchaser shall use diligent efforts, with Seller’s commercially reasonable assistance, to obtain (i) the written consent of the Manager, if required, to an assignment of the Management Agreement on terms reasonably acceptable to Purchaser, and (ii) an estoppel certificate (or agreed upon form of estoppel certificate) from Manager reasonably acceptable to Purchaser. (g) Prior to Closing, Seller shall provide commercially reasonable assistance to Purchaser to obtain estoppel certificates from any tenants under Occupancy Agreements requested by Purchaser pursuant to forms provided to Seller by Purchaser.

Study Period. (a) The Acquiror Purchaser and its agents, contractors, auditors, engineers, attorneys, employees, consultants, other representatives and potential lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right, until 5:00 p.m. p.m., Seattle, Washington time on the last day of the Study Period, and thereafter if Purchaser does not notify Seller in writing prior to the Acquiror notifies expiration of the Contributor Study Period that the Acquiror Purchaser has elected to proceed to Closing in the manner described belowterminate this Agreement, to enter upon the Real Property upon not less than two (2) business days prior notice to Seller, and to perform, at the Acquiror's Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, topographic marketing and marketing other tests, studies and investigations as the Acquiror Purchaser may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's Purchaser’s sole, absolute and unreviewable discretion, the acquisition purchase of the Property for the purposes contemplated by the AcquirorPurchaser, then the Acquiror may elect Purchaser shall deliver notice to Seller that Purchaser intends to proceed with this transaction in accordance with 8665334v.12 and subject to Closing and shall so notify the Contributor terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of the Study PeriodPeriod or fails to give such notice (which failure shall be deemed an election to terminate this Agreement), this Agreement automatically shall terminate, the Deposit shall be promptly delivered to Seller and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering and the director of human resources for the Hotel. (b) Within five (5) calendar days following the Effective Date, to the extent in Seller’s or Operating Lessee’s possession, Seller shall deliver (unless otherwise provided below) copies (or use commercially reasonable efforts to cause Manager to deliver to the extent not in Seller’s or Operating Lessee’s possession but in Manager’s possession) of the following to Purchaser at Seller’s expense to the extent they relate to the Hotel (items (1) – (18) shall be referred to herein as the “Submission Matters”): (1) Copies of all Occupancy Agreements in effect as of the date of this Agreement. (2) A copy of the Management Agreement, including all amendments thereto and any reason relevant side letters. (3) Copies of all Authorizations including, without limitation, all certificates of occupancy, zoning and any existing written confirmation of any zoning designations if any, permits, authorizations, approvals, liquor licenses, liquor license applications and licenses issued by Governmental Authorities having jurisdiction over the Acquiror Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (4) Copies of all Operating Agreements and Leased Property Agreements. (5) Copies of all Employment Agreements. (6) Financial and operating statements for the Property for the shorter of (x) the previous three (3) calendar years and the year to date, or (y) the period Seller has owned the Property. (7) The operating and capital expenditure budget for the Property for the shorter of (x) the current calendar year and for the previous three (3) calendar years, and (y) the period Seller has owned the Property. (8) Copies of all Warranties and Guaranties (available at the Property). 8665334v.12 (9) Copies of any soil tests or other environmental tests, audits or reports related to the Property. (10) Copies of any parking, structural, mechanical or other engineering reports related to the Property (available at the Property). (11) Copies of Seller’s most recent title insurance policy and survey covering the Real Property (the “Survey”). (12) All real estate and personal property tax statements with respect to the Property and notices of appraised value for the Real Property, for the current year to date. (13) All records of sales, use, B&O and rooms/occupancy taxes with respect to the Property, and any special assessments with respect to the Property being located in a special taxing district if applicable, for the current year to date. (14) All plans and specifications relating to the Property, as well as copies of any environmental reports, topographical, boundary or "as built" surveys, engineering reports, without payment of any additional consideration therefor (if available, they will be made available to Purchaser at the Property and not delivered to Purchaser). (15) All notices of violations received from Governmental Authorities in the past 12 months in connection with the Property, which notices relate to violations which have not been cured. (16) Advance Bookings (available at the Property). (17) All reports provided by Manager to Seller or Operating Lessee pursuant to Section 4.01(A), Section 4.01(B) and Section 4.04 of the Management Agreement for the shorter of (x) the current calendar year and for the previous three (3) calendar years, and (y) the period Seller has owned the Property. (18) Such other documents reasonably requested by Purchaser pertaining to the Property or the operations of the Hotel. In the event Seller fails to make available any of the Submission Matters as provided above or fails to provide any of the items specified in Section 2.4(e) below as provided therein, Purchaser shall give Seller notice thereof so that Seller shall have an opportunity to cure such failure by providing such items. In the event Seller does not so notify the Contributor of its determination to proceed to Closing provide such Submission Matters or items specified in Section 2.4(e) prior to the expiration of the Study Period, Purchaser’s sole remedy shall be to terminate this Agreement on or if the Acquiror notifies the Contributor, in writing, prior to before the expiration of the Study Period that it has determined in which case the entire Deposit shall be delivered to Seller. In the event Purchaser does not to proceed to Closing, so terminate this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, Purchaser shall notify be deemed to have waived such failure. (c) If for any reason whatsoever Purchaser does not purchase the Contributor Property, Purchaser shall promptly deliver to Seller all copies of all the Submission Matters and any defects in title shown by such examination other 8665334v.12 materials delivered to Purchaser or Purchaser Parties; provided, however, that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but Purchaser shall not be obligated to cure deliver to Seller any materials of a proprietary nature (such defectsas, for the purposes of example only, any financial forecasts or market repositioning plans) prepared for Purchaser or Purchaser Parties in connection with the Property. If Seller shall have the option to buy from Purchaser at cost all third-party reports prepared by or for Purchaser or Purchaser Parties with respect to the Property, and Seller acknowledges that any such defects consist materials delivered to Seller pursuant to this sentence shall be without warranty or representation whatsoever other than that such materials have been fully paid for and may be delivered to Seller. The provisions of deeds this Section 2.4(c) shall survive the termination of trustthis Agreement. (d) Purchaser shall indemnify, mechanics' lienshold harmless and defend Seller, tax liens Operating Lessee and Manager from and against any loss, damage, liability or claim for personal injury or property damage and any other liens loss, damage, liability, claim or charges in a fixed sum lien to the extent arising from the acts at or capable upon the Real Property by Purchaser or Purchaser Parties or any agents, contractors or employees of computation as a fixed sumany of them, INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLER, OPERATING LESSEE AND/OR MANAGER MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim if and to the Contributorextent caused by (i) the gross negligence or reckless or willful misconduct of Seller, Operating Lessee and/or Manager or its respective agents, contractors, auditors, engineers, attorneys, employees, consultants and other representatives or (ii) the mere discovery of pre-existing conditions at its option, shall either pay the Property. Purchaser understands and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor agrees that any on-site inspections of the Title Company in order to remove such items from the Title Policy Property shall occur at Closing. If the Contributor is unwilling or unable to cure any other such defects reasonable times agreed upon by Closing, the Acquiror shall elect (1) to waive such defects Seller and proceed to Closing without any abatement in the Consideration or Purchaser after not less than two (2) calendar days prior written notice to terminate this Agreement. The Contributor Seller and shall not, after be conducted so as not to interfere unreasonably with the date operation of this Agreement, subject the Property and the use of the Property by the tenants and the guests of the Hotel. Seller, Operating Lessee and/or Manager shall have the right to have a representative present during any lienssuch inspections. If Purchaser desires to do any invasive testing at the Property, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's Purchaser shall do so only after notifying Seller and obtaining Seller’s prior written consentconsent thereto, which consent shall not be unreasonably withheld or delayeddelayed and may be subject to reasonable terms and conditions as may be proposed by Seller. All Purchaser shall not permit any liens to attach to the Property by reason of such inspections. Purchaser shall (i) restore the Property, at its own expense, to substantially the same condition which existed prior to any inspections or other activities of Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any other work for Purchaser or Purchaser Parties on or related to the Property. At Seller’s request, Purchaser or Purchaser’s contractors and others performing any tests and studies on the Property on Purchaser’s behalf shall first present to Seller reasonably satisfactory evidence that such party is adequately insured in order to reasonably protect Seller, Operating Lessee and Manager from any loss, liability, or damage arising out of the performance of such tests or studies. Purchaser shall not solicit for employment any Hotel Employees except for employment at the Hotel in accordance with this Agreement if the transaction is consummated. The provisions of this Section 2.4(d) shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. (e) Seller has ordered from the Title Company for delivery to Purchaser and Seller, a title matters revealed insurance commitment issued by the Acquiror's title examination and not objected Title Company covering the Real Property, binding the Title Company to by issue the Acquiror as provided above shall be deemed Permitted Owner’s Title Exceptions. If Acquiror shall fail Policy together with legible copies (to examine title and notify the Contributor of any extent such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.8665334v.12

Study Period. For the period commencing on the date of this Agreement and ending ninety (a90) The Acquiror days after such date (the "Study Period"), and, if Buyer does not terminate this Agreement pursuant to this Section, during the term of this Agreement, Buyer, at its sole cost and expense, shall have reasonable access to the rightProperty, until 5:00 p.m. on with prior notice to Seller which may be verbal, for the last day purpose of conducting such soil borings, soil analyses, engineering tests and studies, economic and/or topographic tests, studies, and/or other investigations with respect to the Property as Buyer may deem necessary in order to determine whether the Property is suitable for Buyer's intended use thereof. Buyer will, and will cause any consultant to, take all reasonable precautions to avoid any damage to the Property from the activities of its employees, contractors, or equipment. Any damage or changes to the Property resulting from the activities of Buyer or its agents or contractors, whether or not caused by negligence, will be promptly restored at Buyer's expense to the condition prior to such activities by Buyer or its consultants. Buyer shall provide specific notice to Seller of the Study Periodtime, place and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition methods before destructive sampling of the Property for will be performed, and shall not proceed with such sampling without the purposes contemplated prior written approval of Seller, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, it is acknowledged by the Acquirorparties that soil samples will likely be taken in connection with environmental studies and no prior consent must be received in connection with such studies or samples. In the event that Buyer determines, in its sole discretion, that the Property is not suitable for Buyer's intended use, then the Acquiror Buyer may elect terminate this Agreement by delivery of written notice thereof to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing Seller prior to the expiration of the Study Period, and thereupon the parties hereto shall have no further rights or if obligations one to the Acquiror notifies other hereunder, and the ContributorDeposit and all interest accrued thereon shall be returned to Buyer. Buyer shall indemnify and hold Seller harmless from and against all costs, expenses, claims (including mechanics' lien claims) and liabilities incurred by Seller in connection with the tests and studies conducted by Buyer and Buyer's entry upon the Property pursuant to this paragraph, including, without limitation, attorneys' fees and expenses. Buyer shall, upon request, furnish to Seller evidence of its liability insurance before entering upon the Property. Buyer further agrees, at its sole cost and expense, in writing, prior to the expiration of the Study Period event that it has determined not to proceed to Closing, this Agreement automatically shall terminateterminates or Closing does not occur hereunder, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection deliver to Seller copies of all existing architectural and engineering surveys, site plans, applications, test results, studies, surveysappraisals and similar information obtained by Buyer concerning the Property, title insurance policiesas well as any background or due diligence materials provided by Seller to Buyer (collectively, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating the "Study Materials"). Notwithstanding any provision to the Property which are incontrary herein, or come into, the ContributorBuyer's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, obligations under this section shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to survive the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date termination of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent and shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptionssurvive Closing.

Study Period. (a) The Acquiror Purchaser shall have the right, until 5:00 p.m. on the last day of right during the Study Period, Period (and thereafter if the Acquiror Purchaser notifies the Contributor Seller that the Acquiror Purchaser has elected to proceed to Closing in the manner described below) upon not less than one (1) business day prior notice to the Seller, to enter upon the Real Property and the Utility Real Property and to perform, at the Acquiror's Purchaser’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Purchaser may deem appropriate; provided, however, that (i) the Purchaser shall not be permitted to enter upon the Real Property or the Utility Real Property to perform any such tests, studies and investigations unless and until the Purchaser delivers to Seller evidence that the Purchaser has obtained liability insurance in the amount of not less than and Two Million and No/Dollars ($2,000,000.00) for property damage and bodily injury, which insurance shall name the Seller and the Seller’s managing agent as additional insureds, and which insurance shall be maintained by the Purchaser at all times as it shall enter on the Real Property or the Utility Real Property, and (ii) in the event Closing does not occur, at Seller’s request, the Purchaser shall provide the Seller with copies of all third party reports prepared by or for the Purchaser or the Utility Purchaser. If such tests, studies and investigations warrant, in the Acquiror's Purchaser’s sole, absolute and unreviewable discretion, the acquisition purchase of the Property for the purposes contemplated by the AcquirorPurchaser, then the Acquiror Purchaser may elect to proceed to Closing and shall so notify the Contributor Seller prior to the expiration of the Study PeriodPeriod (provided that the Closing Date shall not be advanced if the Purchaser shall notify the Seller prior to the end of the scheduled Study Period that it elects to proceed to Closing), in which event the Purchaser shall also deposit the Additional Deposit with the Title Company by the last day of the Study Period in accordance with the provisions of Section 2.2 above. If for any reason the Acquiror Purchaser does not (i) so notify the Contributor Seller of its determination to proceed to Closing prior to the expiration of the Study PeriodPeriod and (ii) timely deposit the Additional Deposit with the Title Company in accordance with provisions of Section 2.2 above, or if the Acquiror Purchaser notifies the ContributorSeller, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement shall automatically shall terminate, the Acquiror Deposit shall be returned to the Purchaser and upon return of the Deposit, the Purchaser shall be released from any further liability or obligation under this Agreement, except those which expressly survive the termination of this Agreement. (b) During the Study Period, the Contributor Seller shall make available to the AcquirorPurchaser, its designated agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondenceenvironmental audits, environmental audits documentation and information related to the ownership or operation of the Hotel and the Sewage Facilities, and other related materials or information information, if any, relating to the Property or the Utility Property which are in, or come into, in the Contributor's Seller’s possession or control. Notwithstanding the foregoing or anything contained in this Agreement, the Seller shall not be obligated to deliver to the Purchaser any materials of a proprietary or confidential nature. Purchaser acknowledges that, except as otherwise herein provided, any such materials delivered to the Purchaser pursuant to this provision shall be without warranty, representation or recourse. (c) The Acquiror hereby indemnifies Purchaser shall indemnify, hold harmless and defends defend the Contributor Seller and the Seller’s Affiliates (as hereinafter defined) against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Purchaser or any agents, contractors contractors, subcontractors or employees of the AcquirorPurchaser. The AcquirorPurchaser understands and accepts that any on-site inspections of the Real Property or the Utility Real Property shall occur at reasonable times agreed upon by the Seller and the Purchaser after not less than one (1) business day prior notice to the Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property or the Utility Property and the use of the Property by the tenants and the guests of the Hotel. The Seller shall have the right to have a representative present during any such inspections. If the Purchaser desires to do any invasive testing at the Real Property or the Utility Real Property, the Purchaser shall do so only after obtaining the prior written consent of Seller, which approval may be subject to reasonable terms and conditions as may be proposed by the Seller. The Purchaser shall not permit any liens to attach to the Property or the Utility Real Property by reason of such inspections. The Purchaser shall (i) restore the Property and the Utility Real Property, at its own expense, shall restore to substantially the same condition which existed prior to any damage inspections or other activities of the Purchaser thereon; and (ii) be responsible for and pay and caused to be discharged any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any work for the Purchaser or any agent, contractor, subcontractor or employee of the Purchaser the Purchaser Parties on or related to the Property or the Utility Real Property caused by any Property. The terms of this Section 2.3(c) shall survive the tests or studies made by the Acquirortermination of this Agreement. (d) During the Study Period, the AcquirorPurchaser, at its expense, shall (i) cause an examination of title to the Real Property and the Utility Real Property to be mademade by the Real Title Company, and (ii) obtain and deliver to the Seller an update of the existing survey of the Real Property and the Utility Real Property delivered to the Purchaser or a new survey (any such updated survey or new survey being referred to as the “Survey”) and, five (5) business days prior to the expiration of the Study Period, shall notify the Contributor Seller of any defects in title shown by such examination or by such Survey that the Acquiror Purchaser is unwilling to acceptaccept (other than those items listed on Exhibit K attached hereto). At or prior to ClosingWithin four (4) business days after such notification, the Contributor Seller shall notify the Acquiror Purchaser whether the Contributor Seller is willing to cure such defects. Contributor may cureIf the Seller is willing to cure such defects, but the Seller shall not be obligated cure such defects at its expense prior to the Closing; provided that the Seller shall have the right to extend the Closing Date for up to thirty (30) days in order to cure such defects. If such defects consist of deeds of trust, mechanics' ’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, Seller shall either pay and discharge (in which event, and the Escrow Agent Title Company is authorized to pay and discharge at Closing) such defects at Closing, Closing (provided that any mechanics’ liens may be discharged by bonding or provide bonds or indemnities in favor of by depositing sufficient funds with the Title Company in order to remove such items from that the Title Policy at ClosingCompany does not include such mechanics’ liens as exceptions to the title policy). If the Contributor Seller is unwilling or unable to cure any other such defects by Closing, the Acquiror Purchaser shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration Purchase Price or (2) to terminate this AgreementAgreement and receive a full refund of the Deposit. If, with respect to defects that Seller has notified Purchaser that it is unwilling to cure, Purchaser shall not notify Seller of such election within two (2) days of Seller’s notice to Purchaser, Purchaser shall be deemed to have elected to waive such defects and proceed to Closing. The Contributor Seller shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's Purchaser’s title examination and by the Survey and not listed on Exhibit K attached hereto or objected to by the Acquiror Purchaser as provided above shall be deemed Permitted Title Exceptions. If Acquiror Purchaser shall fail to examine title and notify the Contributor Seller of any such title objections and/or survey by the end of the Study Period, all such title and /or survey exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. (e) If, despite Purchaser’s commercially reasonable efforts to obtain and review all third party reports during the Study Period, Purchaser shall not have received a Phase I environmental report or a property conditions report with respect to the Real Property and the Utility Real Property (such Phase I environmental report and property conditions report being referred to herein collectively as the “Environmental and Engineering Reports”), then (i) the Purchaser shall have the right to extend the Study Period for ten (10) days solely in order to obtain and review whichever or both of the Environmental and Engineering Reports the Purchaser did not receive during the Study Period, (ii) the Study Period shall not be deemed extended as to any other action required to be taken during the Study Period, and (iii) the Purchaser shall be deemed to have elected to proceed to the Closing as set forth in Section 2.3(a) hereof unless either of the Environmental and Engineering Reports not received prior to the originally scheduled end of the Study Period shall disclose problems with the Property that would reasonably cause the Purchaser not to proceed to the Closing and the Purchaser shall notify the Seller thereof (which notice shall specify the applicable problem(s) and shall include a copy of the applicable report(s)) by the end of such ten (10) day period. (f) Prior to the expiration of the Study Period, the Purchaser shall use commercially reasonable efforts to obtain consent from the Licensor to the sale of the Property and to have a final, agreed upon Property Improvement Plan for the Hotel. Additionally, the Purchaser shall use commercially reasonable efforts to obtain the consent of the Licensor for the assignment and assumption of the Franchise Agreement or the termination of the existing Franchise Agreement and the replacement thereof with a new franchise agreement to which the Purchaser is a party, and shall pay all costs and expenses associated therewith. The Seller shall assist the Purchaser in respect thereto, but shall not be responsible for any costs or expenses. If, despite the Purchaser’s commercially reasonable efforts, the Purchaser is unable to obtain the consent of Licensor described in this Section 2.3(f) during the Study Period, then (i) the Purchaser shall have the right to extend the Study Period for ten (10) days solely in order to make such arrangements, (ii) the Study Period shall not be deemed extended as to any other action required to be taken during the Study Period, and (iii) the Purchaser shall be deemed to have elected to proceed to the Closing as set forth in Section 2.3(a) hereof unless the Purchaser is unable to obtain the consent by the end of such ten (10) day period. If the Purchaser is unable to make such arrangements by the end of such ten (10) day period, either party may terminate this Agreement. (g) Prior to the expiration of the Study Period, the Purchaser and the Seller shall negotiate in good faith and use reasonable commercial efforts to (i) agree on the forms of amendments to the Holtsville Retail Ground Lease and the Holtsville Utility Ground Lease (collectively, the “Ground Lease Amendments”) to address the matters set forth in the term sheet attached as Exhibit T in a manner acceptable to both Purchaser and Seller and (ii) to agree on a form of three party agreement (the “Three Party Agreement”) to be entered into at Closing among the Seller, the tenant under the Holtsville Retail Ground Lease and the Utility Purchaser to address the future operation of the Sewage Facilities and the matters set forth in the term sheet attached as Exhibit U hereto in a manner acceptable to both the Purchaser and the Seller. In the event the parities have not agreed upon the forms of the Ground Lease Amendments and the Three Party Agreement by the end of the original Study Period, then the Purchaser shall have the right to extend the Study Period for one (1) business day for (i) each business day after four (4) business days after the date of this Agreement that the Seller has not delivered initial drafts of the Ground Lease Amendments and the Three Party Agreement to Purchaser (delivery of initial drafts of the Ground Lease Amendments and the Three Party Agreement to the Purchaser’s attorney by electronic mail shall constitute delivery to the Purchaser) and (ii) each business day after two (2) business days from the Seller’s receipt of the Purchaser’s comments to the Ground Lease Amendments or the Three Party Agreement (which comments shall be given not less than five (5) business days after the delivery of such draft documents to Purchaser and may be by electronic mail sent to Purchaser’s attorney) that the Seller has not responded in writing (which response may be by electronic mail sent to the Seller’s attorney) to such comments solely in order to reach agreement on the forms of the Ground Lease Amendments and the Three Party Agreement, (ii) the Study Period shall not be deemed extended as to any other action required to be taken during the Study Period, and (iii) each party shall be deemed to have elected to proceed to the Closing as set forth in Section 2.3(a) hereof unless either party shall notify the other by the end of the Study Period, as the same may have been extended pursuant to the provisions of this Section 2.3(g), that it wishes to terminate the Agreement because it has not agreed upon the forms of the Ground Lease Amendments and the Three Party Agreement. (h) Not later than the last day of the Study Period, the Purchaser shall notify the Seller as to which of the Operative Agreements and the Utility Operative Agreements it elects not to assume at the Closing. In the event that the Purchaser shall not so notify the Seller as to any of the Operative Agreements or Utility Operative Agreements by the last day of the Study Period, the Purchaser shall be deemed to have elected to assume such agreements.

Study Period. 12 - (a) The Acquiror Buyer shall have the right, until 5:00 p.m. on upon prior reasonable written notice to the last day of Seller to examine the Study Period, books and thereafter if records relating to the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described belowProperty, to enter upon the Real Property Land and to perform, at the Acquiror's Buyer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Buyer may deem appropriate. If such tests, studies and investigations warranttaking care to cause minimal interference with the business conducted on the Property; provided that (i) no invasive testing may be conducted without the Seller’s prior written consent, which may be withheld by the Seller in the Acquiror's sole, absolute and unreviewable its sole discretion, and (ii) none of the acquisition Buyer or any of its representatives, lender, consultants and agents shall (x) cause any damage or make any physical changes to any of the Property for or (y) intentionally or unreasonably interfere with the purposes contemplated by rights of Hotel guests or others who may have a legal right to use or occupy the Acquiror, then Property or (z) otherwise intentionally or unreasonably interfere with the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration operation of the Study PeriodProperty. The Seller or its representatives shall have the right to be present to observe any testing or other inspection performed on any of the Property. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Periodreason, or if no reason, the Acquiror Buyer notifies the ContributorSeller, in writing, prior to 5:00 p.m. Central Time on the expiration last day of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror Xxxxxxx Money shall be released from any immediately returned to the Buyer, and, upon return of the Xxxxxxx Money, the Buyer and the Seller shall have no further liability rights, liabilities or obligation under obligations hereunder (except as expressly survive the termination of this Agreement). (b) During Promptly after the Study PeriodEffective Date, and throughout the Contributor shall make term of this Agreement as any of the materials listed in Schedule B become available to the AcquirorSeller or are amended or updated, its agents(to the extent not previously provided or made available to the Buyer) the Seller shall deliver to the Buyer, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related such materials or information if any, relating to the Property which are in, or come into, the Contributor's Seller’s possession or control. (c) The Acquiror Buyer hereby indemnifies agrees to indemnify, defend and defends hold the Contributor Seller, and its employees, guests, contractors, tenants, manager and their respective invitees harmless from all personal injury or property damage suffered or incurred by or claimed against the foregoing arising directly out of any loss, damage due diligence activities conducted or claim arising from the entry upon the Real Property Land by any of Buyer, its representatives, lenders, consultant or agents, provided, however, such indemnity shall not cover liability arising from pre-existing conditions unless such pre-existing conditions are exacerbated by the Acquiror Buyer or any its consultants, agents, contractors contractors, employees or employees representatives, in which case the Buyer shall be liable for and to the extent of the Acquirorexacerbated condition and not the pre-existing condition. The AcquirorBuyer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorBuyer, or its agents or contractors, but specifically excluding restoring or correcting any environmental or other damage to the Real Property that is discovered as a result of such tests or studies. The Buyer and any of its agents and contractors shall maintain at all times during their entry upon any of the Property for the purpose of conducting any due diligence activities, commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) combined single limit, bodily injury, death and property damage insurance per occurrence. Upon the Seller’s request, Buyer (or its agents or contractor) will deliver a certificate issued by the insurance carrier of each such policy to the Seller prior to any entry upon any Property. (d) During The Buyer’s obligations under this SECTION 3.1 shall survive any termination of this Agreement or the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration Closing of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptionstransaction contemplated herein.

Study Period. (a) The Acquiror Purchaser and its agents, contractors, auditors, engineers, attorneys, employees, consultants, other representatives and potential lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right, until 5:00 p.m. p.m., New York, New York time on the last day of the Study Period, and thereafter if Purchaser delivers the Acquiror notifies Go Hard Notice to Seller prior to the Contributor that expiration of the Acquiror has elected to proceed to Closing in the manner described belowStudy Period, to enter upon the Real Property upon not less than twenty-four (24) hours prior notice to Seller, and to perform, at the Acquiror's Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, topographic marketing and marketing other tests, studies and investigations as the Acquiror Purchaser may deem appropriate. If such tests, studies and investigations warrant, appropriate (it being understood that Purchaser may contact Governmental Authorities as necessary in the Acquiror's soleordinary course of obtaining a zoning report, absolute environmental report, property condition report, lien searches, and/or bankruptcy, OFAC, UCC, and unreviewable discretionlitigation searches). Purchaser shall have until the expiration of the Study Period to determine whether it (x) elects to proceed with the transactions contemplated by this Agreement, the acquisition of or (y) does not wish to acquire the Property for any reason or no reason. Accordingly, if Purchaser (i) elects to proceed, it shall deliver to Seller and Escrow Agent the purposes contemplated by Go Hard Notice, and (ii) elects to terminate the Acquirortransaction, then it shall deliver to Seller and Escrow Agent written notice of such termination (the Acquiror may elect to proceed to Closing and shall so notify the Contributor “Termination Notice”), in any case, on or prior to the expiration of the Study Period. If for any reason Purchaser (A) delivers a Termination Notice or (B) fails to provide either the Acquiror does not so notify Go Hard Notice or the Contributor of its determination to proceed to Closing prior to Termination Notice, in either case, on or before the expiration of the Study Period, or if then Purchaser shall be deemed to have elected not to proceed and to terminate the Acquiror notifies the Contributortransaction, in writingwhich case, Escrow Agent shall be irrevocably authorized to return the Initial Deposit to Purchaser, and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. Once Purchaser delivers the Go Hard Notice to Seller on or prior to the expiration of the Study Period that it has determined not and the Additional Deposit to proceed to Closing, this Agreement automatically shall terminateEscrow Agent in accordance with Section 2.3 hereof, the Acquiror Deposit shall become non-refundable except as otherwise expressly provided herein. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees, other than the general manager of the Hotel (currently, Xxxx Xxxxxx), unless coordinated with Seller or Manager (or an Affiliate thereof). (b) Within two (2) Business Days following the Effective Date, and thereafter promptly following Purchaser’s request therefor, to the extent in Seller’s or Manager’s possession or otherwise reasonably obtainable by Seller or Manager without additional material cost or expense, Seller shall deliver (unless otherwise provided below) copies of the following to Purchaser at Seller’s expense to the extent they relate to the Hotel (items (1) – (15) shall be released from any further liability or obligation under referred to herein as the “Submission Matters”): (1) Copies of all Occupancy Agreements in effect as of the date of this Agreement. (b2) During Copies of all Authorizations including, without limitation, all certificates of occupancy, zoning and any existing written confirmation of any zoning designations if any, permits, authorizations, approvals, liquor licenses, liquor license applications and licenses issued by Governmental Authorities having jurisdiction over the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys Property and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and certificates issued by the local board of fire underwriters (or other related materials or information if any, body exercising similar functions) relating to the Property which are in, or come into, the Contributor's possession or controlProperty. (c3) Copies of all Operating Agreements and Leased Property Agreements. (4) A copy of the Collective Bargaining Agreement. (5) Financial and operating statements for the Property, for the shorter of (x) the previous five (5) calendar years and the year to date, or (y) the period Seller has owned the Property. (6) The Acquiror hereby indemnifies operating and defends capital expenditure budget for the Contributor against any lossProperty for the shorter of (x) the current calendar year and for the previous three (3) calendar years, damage and (y) the period Seller has owned the Property. (7) Copies of all Warranties and Guaranties (available at the Property). (8) Copies of Seller’s most recently procured environmental site assessments, soil tests and/or other environmental tests, audits, studies or claim arising from entry upon reports related to the Property prepared for Seller or Manager. (9) Copies of Seller’s most recently procured zoning reports related to the Property prepared for Seller or Manager. (10) Copies of Seller’s most recently procured property condition reports, parking, structural, mechanical, plumbing, electrical or other engineering reports. (11) Copies of Seller’s most recent title insurance policy (“Seller’s Title Policy”) and survey covering the Real Property by (the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror“Survey”). (d12) During the Study Period, the Acquiror, at its expense, shall cause an examination of title All real estate and personal property tax statements with respect to the Property for the shorter of (x) the previous three (3) calendar years and the year to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closingdate, or provide bonds or indemnities in favor (y) the period Seller has owned the Property. (13) All notices of the Title Company in order to remove such items violations received from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement Governmental Authorities in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after past 12 months in connection with the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consentProperty, which consent shall notices relate to violations which have not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptionsbeen cured.

Study Period. (a) The Acquiror Upon written notice to Seller, the Purchaser shall ------------- have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror Purchaser has elected to proceed to Closing in the manner described belownot terminated this Agreement, to enter upon the Real Property and to perform, at the AcquirorPurchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Purchaser may deem appropriate. If such tests, studies and investigations do not warrant, in the AcquirorPurchaser's sole, absolute and unreviewable discretion, the acquisition purchase of the Property for the purposes contemplated by the AcquirorPurchaser, then the Acquiror may elect to proceed to Closing and Purchaser shall so notify the Contributor Seller prior to the expiration of the Study PeriodPeriod and receive a refund of the Deposit and this Agreement shall be terminated. If for any reason the Acquiror Purchaser does not so notify the Contributor Seller of its determination to proceed to Closing terminate this Agreement prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior Deposit shall be delivered to the expiration of the Study Period that it has determined not to proceed to Closing, Seller and this Agreement automatically shall terminateremain in full force and effect, and the Acquiror Purchaser shall be released from deemed to have waived any further liability or obligation under rights to terminate this Agreement.Agreement pursuant to this Section 2.3. ----------- (b) During the Study Period, the Contributor Seller shall make available to the AcquirorPurchaser, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the ContributorSeller's possession or control. (c) The Acquiror hereby indemnifies Purchaser shall indemnify and defends defend the Contributor Seller against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Purchaser or any agents, contractors or employees of the AcquirorPurchaser. The AcquirorPurchaser, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorPurchaser. (d) During Within two (2) business days of the Study Perioddate hereof, the AcquirorSeller, at its expense, shall cause an examination of title provide to the Property to be madePurchaser the following title documents (the "Title Documents"): Comfort Suites, andAbstract of Title; Hampton Inn - copies of fee and mortgagee policies dated April 28, prior to 1995; Holiday Inn - copy of fee policy dated October 25, 1989 and mortgagee policy dated December 20, 1991. Within ten (10) days after receiving the expiration of the Study PeriodTitle Documents, Purchaser shall notify the Contributor Seller of any defects in title shown by such examination that the Acquiror is unwilling to acceptrender title unmarketable. At or prior to ClosingWithin ten (10) days after such notification, the Contributor Seller shall notify the Acquiror Purchaser whether the Contributor Seller is willing to cure such defects. Contributor may cure, but shall not be obligated If the Seller is willing to cure such defects, the Seller shall act promptly and diligently to cure such defects at its expense. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, Seller shall either pay and discharge or shall bond off with a bonding company acceptable to the Purchaser (in which event, and the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, . If Purchaser's title commitments disclose title defects affecting marketability of title or provide bonds adversely affecting access to or indemnities in favor use of the Title Company in order Property as hotels, which defects are (i) not capable of computation as a fixed sum but which are (ii) reasonably determined to remove be capable of being cured at a cost not to exceed $100,000, then Sellers shall use their best efforts to cure such items from the Title Policy at Closingdefect. If the Contributor Seller is unwilling or unable to cure any other such defects by Closing, the Acquiror Purchaser shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration Purchase Price or (2) to terminate this AgreementAgreement and receive a full refund of the Deposit. The Contributor Seller shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the AcquirorPurchaser's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the AcquirorPurchaser's title examination and not objected to by the Acquiror Purchaser as provided above shall be deemed Permitted Title Exceptions. If Acquiror Purchaser shall fail to examine title and notify the Contributor Seller of any such title objections by the end of the Study Periodas set forth herein, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror Purchaser shall have the right, until 5:00 p.m. on the last day of right during the Study Period, Period (and thereafter if the Acquiror Purchaser notifies the Contributor Seller that the Acquiror Purchaser has elected to proceed to Closing in the manner described below) upon not less than one (1) business day prior notice to the Seller, to enter upon the Real Property and to perform, at the Acquiror's Purchaser’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Purchaser may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's Purchaser’s sole, absolute and unreviewable discretion, the acquisition purchase of the Property for the purposes contemplated by the Acquirorof operating a Hotel, then the Acquiror Purchaser may elect to proceed to Closing and shall so notify the Contributor Seller prior to the expiration of the Study Period. If for any reason the Acquiror Purchaser does not so notify the Contributor Seller of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror Purchaser notifies the ContributorSeller, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement shall automatically shall terminate, the Acquiror Deposit shall be returned to the Purchaser and upon return of the Deposit, the Purchaser shall be released from any further liability or obligation under this Agreement, except those which expressly survive the termination of this Agreement. (b) During On or before the Study Periodexecution of this Agreement, the Contributor Seller shall make available to the AcquirorPurchaser, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information information, if any, relating to the Property which are in, or come into, the Contributor's Seller’s possession or controlcontrol including but not limited to the documents listed in the due diligence checklist (“Due Diligence Checklist” attached as Exhibit C). Notwithstanding the foregoing, Seller shall not be obligated to deliver to the Purchaser any materials of a proprietary nature. Purchaser acknowledges that, except as otherwise herein provided, any such materials delivered to the Purchaser pursuant to this provision shall be without warranty, representation or recourse. (c) The Acquiror hereby indemnifies Purchaser shall indemnify, hold harmless and defends defend the Contributor Seller against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Purchaser or any agents, contractors or employees of the AcquirorPurchaser. The AcquirorPurchaser understands and accepts that any on-site inspections of the Real Property shall occur at reasonable times agreed upon by the Seller and the Purchaser after not less than one (1) business day prior notice to Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. The Seller shall have the right to have a representative present during any such inspections. If the Purchaser desires to do any invasive testing at the Real Property, the Purchaser shall do so only after obtaining the prior written consent of Seller, which approval may be subject to reasonable terms and conditions as may be proposed by the Seller. The Purchaser shall not permit any liens to attach to the Property by reason of such inspections. The Purchaser shall (i) restore the Property, at its own expense, to substantially the same condition which existed prior to any inspections or other activities of the Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any work for the Purchaser or the Purchaser Parties on or related to the Property. The terms of this Section 2.3(c) shall restore survive the termination of this Agreement. On and after the Effective Date, Purchaser shall, at its expense, procure and continue in force, general liability insurance with a reputable insurance company or companies, covering any and all claims for injuries to persons and any and all claims for damage to property in, on, or about the Real Property caused Property. Such insurance shall at all times be not less than Five Hundred Thousand ($500,000.00) Dollars for injury to any one person, not less than One Million ($1,000,000.00) Dollars for injuries to more than one person in one accident, and not less than Five Hundred Thousand ($500,000.00) Dollars for damage to property. Such insurance shall be written with a reputable company or companies authorized to engage in the business of general liability insurance in the Commonwealth of Pennsylvania. Policies of insurance issued by said companies shall bear an endorsement holding and saving Seller free and harmless and indemnified against any and all claims whatsoever arising out of injury to or death of any person or damage to any property resulting from Purchaser’s entry upon the Real Property. Purchaser shall furnish Seller with customary insurance certificates evidencing such insurance, which name Seller as additional insured, and which provide that Seller shall receive at least thirty (30) days prior notice in writing of the tests or studies made by the Acquirorcancellation of any such insurance policy, and which recognizes that Purchaser’s insurance shall be primary. (d) During the Study Period, the AcquirorPurchaser, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor Seller of any defects in title shown by such examination that the Acquiror Purchaser is unwilling to accept. At or prior to ClosingWithin ten (10) days after such notification, the Contributor Seller shall notify the Acquiror Purchaser whether the Contributor Seller is willing to cure such defects. Contributor may cure, but shall not be obligated If the Seller is willing to cure such defects, the Seller shall act promptly and diligently to cure such defects at its expense. If such defects consist of deeds of trust, mechanics' ’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, Seller shall either pay and discharge (in which event, and the Escrow Agent Title Company is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor Seller is unwilling or unable to cure any other such defects by Closing, the Acquiror Purchaser shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration Purchase Price or (2) to terminate this AgreementAgreement and receive a full refund of the Deposit. The Contributor Seller shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's Purchaser’s title examination and not objected to by the Acquiror Purchaser as provided above shall be deemed Permitted Title Exceptions. If Acquiror Purchaser shall fail to examine title and notify the Contributor Seller of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. (e) If, despite Purchaser’s commercially reasonable efforts to obtain and review all third party reports during the Study Period, including but not limited to any property condition reports or Phase I environmental site assessments, Purchaser shall not have received any such reports, Purchaser shall have the right to extend the Study Period for seven (7) days solely in order to obtain and review the third party reports Purchaser did not receive during the Study Period. If Seller has not delivered the PIP to Purchaser as provided by Section 5.1(f), the Purchaser shall have the right to extend the Study Period for one (1) additional day for each day after the PIP Delivery Date the PIP was actually delivered to Purchaser.

Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of During the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to proceed to Closing in the manner described below, Seller to enter upon the Real Property during normal business hours and shall have the right to performmake such investigations, at the Acquiror's expenseincluding appraisals, such economicengineering studies, surveying, engineering, environmental, topographic and marketing soil tests, environmental studies and underwriting analyses, as Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations as on the Acquiror may deem appropriate. If such testsProperty; (c) neither Purchaser nor its representatives shall interfere with the use, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $2,000,000 per occurrence for bodily or personal injury or death and $5,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the purposes contemplated Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Purchaser or its agents under this paragraph; notwithstanding the foregoing, Purchaser shall not be liable for any real or alleged diminution in value of the Seller’s property resulting from facts obtained or discovered about the Property by Purchaser in its inspections or for any loss, damage, cost or expense that is not the Acquirordirect result of acts by or on behalf of Purchaser or that is attributable to a pre-existing condition; and (g) without Seller’s prior written consent, then which Seller may give or withhold in its absolute discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Acquiror Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may elect be examined at all reasonable times during normal business hours upon prior reasonable notice to proceed Seller. (b) Seller and Purchaser shall use their respective good faith efforts to Closing and shall so notify mutually agree as to the Contributor form of the Guaranty prior to the expiration of the Study Period. If for any reason Upon Purchaser’s and Seller’s agreement as to the Acquiror does not so notify form of the Contributor Guaranty, Seller and Purchaser shall amend this Agreement in writing, wherein the parties shall approve the form of its determination the Guaranty and attach the approved form of Guaranty to proceed said amendment as an exhibit thereto. Should Purchaser and Seller fail to Closing reach agreement as to the form of the Guaranty prior to the expiration of the Study Period, either Purchaser or if Seller shall have the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) right to terminate this Agreement. The Contributor shall notAgreement by delivering written notice to the other, after in which event the date of this Agreement, subject Deposit (less the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided aboveIndependent Contract Consideration) shall be deemed Permitted Title Exceptionsreturned to Purchaser, and except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations or liabilities to each other hereunder.

Study Period. (a) The Acquiror During the Study Period (and thereafter to the extent reasonably necessary), Buyer shall have the right, until 5:00 p.m. on upon reasonable notice to Owner, at its own risk, cost and expense and at any date or dates during normal business hours prior to the last day Closing, to enter, or cause its agents or representatives to enter, upon the Property for the purpose of making surveys or other tests, test borings, inspections, investigations and/or studies of the Study PeriodProperty, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described belowincluding air quality tests, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineeringasbestos, environmental, topographic soil contamination and marketing other tests; provided, however, (i) Owner shall have the right to have a representative present at all such inspections, and (ii) in no event shall any intrusive testing (such as test borings or the like) be undertaken without Owner's prior written approval of appropriate arrangements to mitigate disruption to tenants and to repair any damage. In addition, Buyer may conduct such architectural, environmental, economic and other studies of the Property as Buyer, in its sole and investigations as the Acquiror absolute discretion, may deem appropriatedesirable. If Regardless of whether Closing occurs, Buyer shall indemnify Owner against liability for any personal injury or property damage arising out of Buyer's, its agents', or its contractors' activities on the Property under this right of access, and Buyer shall restore the Property from any damage caused by such teststests and studies. Buyer's indemnity and restoration obligations in this Section shall survive the Closing or earlier termination of this Agreement. Buyer shall have no liability for the consequence of discovery by Buyer of harmful or dangerous conditions present on, studies under or about the Property. Buyer shall have complete access to, and investigations warrantmay photocopy, all documentation, agreements and other information about the Property in the Acquirorpossession of Owner or Owner's soleagents related to the Property (but not Engineering Reports or internal partnership or financial records of Owner), absolute and unreviewable discretionOwner shall instruct its agents accordingly, but no such agent shall have any obligation or liability to Buyer. (b) If, during the period ending at 5pm eastern time on August 31, 2000 (the "Study Period"), Buyer gives Owner written notification ("Study Termination Notice") that Buyer elects for any reason whatsoever not to consummate the acquisition of the Property for pursuant to this Agreement, this Agreement shall terminate, Buyer shall receive the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing Deposit and neither party shall so notify the Contributor prior have any further right or liability to the expiration of other under this Agreement, except as provided in Section 9.1(a) or in Section 7.5. If Buyer does not give the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the Termination Notice on or before expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreementremain in effect. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror Seller and the Buyer agree that the Buyer shall have be allowed the rightright of entry on the property, for a period of 30 days or continue until settlement, whichever shall first occur for the purpose of conducting such physical surveys, environmental surveys, and audits, inspections, tests, borings, and the like as the Buyer may, in its discretion, deem appropriate. In the event that Buyer by 5:00 p.m. on the last thirtieth day from the date of execution of this Contract by Xxxxx and Seller, determines in its sole judgment that any of studies or inspections are unacceptable, and so notifies Seller in writing, the Study Buyer may declare this Contract null and void. In the event Xxxxx declares this Contract null and void pursuant to this paragraph, the Deposit shall be returned to Buyer and both Buyer and Seller shall be relieved of all further liability hereunder. During the Inspection Period, the Buyer shall also have the right to examine the title to the various parcels of real estate and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected report such exceptions as it may find objectionable to proceed Seller. The Seller agrees to Closing in the manner described below, use best efforts to enter upon the Real Property address and to perform, at the Acquiror's expense, remedy such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriatereported exceptions. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor reported exceptions cannot be cured prior to the expiration of Closing Date, the Study Period. If for any reason Buyer may (a) proceed to closing, at no reduction in the Acquiror does not so notify Purchase Price, taking such title as the Contributor Seller may deliver, or (b) terminate this Contract, receiving a full refund of its determination to proceed to Closing prior to the expiration of the Study PeriodDeposit, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically whereupon neither party shall terminate, the Acquiror shall be released from have any further liability or obligation under to any other party to this Agreement. (b) During Contract. In the Study Periodexecution of the right of entry granted hereunder, the Contributor Buyer covenants that it shall make available to not commit waste nor otherwise damage the AcquirorProperty. The Buyer further indemnifies and saves harmless the Seller from and against any and all claims, its agentsliens, auditorsdamages, engineerslosses and causes of action which may be asserted by the Buyer's employees, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other agents or any third party who enters upon the Property or conducts tests related materials or information if any, relating to the Property which are in, at the request of or come into, on the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees behalf of the Acquiror. The Acquiror, at Buyer or its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiroragents. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror Documents to be Delivered by Seller. Seller has previously ----------------------------------- delivered to Purchaser true and complete copies of the documents listed on the attached and incorporated Exhibit E. (b) Purchaser shall have the right, until 5:00 p.m. on the last day expiration of the Study Period, and thereafter if the Acquiror Purchaser notifies the Contributor Seller that the Acquiror Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property Properties and to perform, at the AcquirorPurchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Purchaser may deem appropriate. If such tests, studies and investigations warrant, in the AcquirorPurchaser's sole, absolute and unreviewable discretion, the acquisition purchase of the Property Properties for the purposes contemplated by the AcquirorPurchaser, then the Acquiror Purchaser may elect to proceed to Closing and shall so notify the Contributor prior to Seller before the expiration of the Study Period. If for any reason the Acquiror Purchaser does not so notify the Contributor Seller of its determination to proceed to Closing prior to before the expiration of the Study Period, or if the Acquiror Purchaser notifies the ContributorSeller, in writing, prior to before the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror Deposit shall be returned to Purchaser and upon return of the Deposit, Purchaser shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies Purchaser shall indemnify and defends the Contributor defend Seller against any loss, damage or claim arising from entry upon the Real Property Properties by the Acquiror Purchaser or any agents, contractors or employees of the AcquirorPurchaser. The AcquirorPurchaser, at its own expense, shall restore any damage to the Real Property Properties caused by any of the tests or studies made by Purchaser. Purchaser has furnished Seller a certificate of general liability and property damage insurance maintained by Purchaser, and acceptable to Seller. In conducting any interview, inspection, Survey or Study, Purchaser and its agents agree to cooperate with the AcquirorExisting Manager in all reasonable respects to eliminate any avoidable interference with guests or duties of employees at the Inns. Purchaser's obligations under this Section 2.2(c) will survive the termination or earlier expiration of this Agreement and/or settlement hereunder and will not be merged into the Deed. (d) During the Study Period, the Acquiror, at its expense, Purchaser shall cause an examination of title to the Property Properties to be made, and, prior to before the expiration of the Study Period, shall notify the Contributor Seller of any defects in title shown by such examination that the Acquiror Purchaser is unwilling to accept. At or prior to ClosingWithin ten days after such notification, the Contributor Seller shall notify the Acquiror Purchaser whether the Contributor Seller is willing to cure such defects. Contributor may cure, but shall not be obligated If Seller is willing to cure such defects, Seller shall so notify Purchaser in writing specifying with particularity which defects Seller will cure and thereafter Seller shall act promptly and diligently to cure at its expense the defects Seller agrees to cure in such notice. If such defects consist of deeds of trustSeller's Security Documents, mechanics' liens, tax liens or other liens or charges for work, materials or obligations incurred by Seller in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, Seller shall either pay and discharge (in which event, and the Escrow Agent Title Company is authorized to pay and discharge at Closing) such defects at Closing. Except as provided in the immediately preceding sentence, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor if Seller is unwilling or unable to cure any other such defects by ClosingClosing as disclosed to Purchaser in Seller's notice aforesaid, the Acquiror Purchaser shall within five (5) days after receipt of Seller's notice elect in writing to Seller to (1) to waive such defects and proceed to Closing without any abatement in the Consideration Purchase Price or (2) to terminate this AgreementAgreement and receive a full refund of the Deposit. The Contributor Purchaser's failure to notify Seller of its election of (1) or (2) above shall be deemed to be Purchaser's election of (1). Seller shall not, after the date of this Agreement, subject the Property Properties to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters which can not be removed prior to Closing or seek any zoning changes or take any other action which may affect or modify the status of title without the AcquirorPurchaser's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the AcquirorPurchaser's title examination and not objected to or waived by the Acquiror Purchaser as provided above shall be deemed "Permitted Title Exceptions". If Acquiror Purchaser shall fail to examine title and notify the Contributor Seller of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. (e) Except for the representations and warranties specifically set forth in Article 3 hereof, Purchaser is relying solely upon Purchaser's own inspection, investigation, and analysis in purchasing the Properties and, except as otherwise specifically set forth in Article 3 hereof, Purchaser is not relying in any way upon any representation, statements, agreements, studies, plans, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives whether oral or written, express or implied, of any nature whatsoever.

Study Period. (a) The Acquiror Purchaser and its agents, contractors, engineers, surveyors, attorneys, employees and invitees shall have the right, right until 5:00 p.m. Eastern Time on the last day date that is sixty (60) days following the Effective Date (the “Study Period”) to enter the Property to make studies, tests, analyses, or other determinations desired by the Purchaser, including soil borings, drainage studies, surveying, soil testing and the like. The Purchaser shall reasonably restore the Property if it is changed as a result of the exercise of any of the rights granted herein. The Purchaser may elect, at its sole discretion, during the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If terminate this Agreement for any reason (or for no reason whatsoever), in which event the Acquiror Deposit shall be returned to the Purchaser and the Parties shall have no further obligations to each other in connection with this Agreement. If the Purchaser does not so notify the Contributor of its determination to proceed to Closing terminate this Agreement prior to the expiration of the Study Period, or if the Acquiror notifies Purchaser fails or refuses to diligently pursue completion of its Conditions to Closing, as set forth in Section 8 below, the ContributorDeposit shall become non-refundable, except in writingthe case of the Seller’s failure or refusal to complete its Conditions to Closing, as also set forth in Section 8 below, and thereafter, the Purchaser shall have the right, from time to time, to enter upon the Property for the purpose of making any further inspection, investigations, studies or tests which are reasonably deemed necessary or appropriate by the Purchaser, including, without limitation environmental, soils, surveys and related tests. The Purchaser shall be deemed to have elected to terminate this Agreement by providing written notice delivered to the Seller prior to the expiration of the Study Period notifying the Seller that it has determined not to proceed to Closingthe Purchaser is terminating this Agreement. In the absence of such notice, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreementremain in full force and effect. (b) During Within twenty (20) business days following the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date Effective Date of this Agreement, subject the Seller shall deliver to the Purchaser copies of any and all site plans, building plans, lease agreements, title reports, surveys, environmental reports, soil studies, archeological studies, geotechnical reports, zoning opinions or letters and other tests, studies and documents pertaining to the Property to as are in the Seller’s possession or control. The Seller will cooperate with the Purchaser in updating any liensstudies, encumbrances, covenants, conditions, restrictions, easements reports or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptionstests.

Study Period. (a) The Acquiror Purchaser and its agents, contractors, engineers, surveyors, attorneys, employees, and invitees shall have the right, right until 5:00 p.m. Eastern Time on the last day of date that is forty- five (45) days following the Effective Date, but in no case later than January 31, 2025 (the “Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below”), to enter upon the Real Property and to performmake studies, at tests, analyses, or other determinations desired by the Acquiror's expensePurchaser, such economicincluding soil borings, drainage studies, surveying, engineeringsoil testing, environmental, topographic and marketing tests, studies and investigations the like. The Purchaser shall reasonably restore the Property if it is changed as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition a result of the Property for exercise of any of the purposes contemplated rights granted herein. The Study Period may be extended by the Acquiror, then Purchaser for thirty (30) days by providing written notice to the Acquiror may elect to proceed to Closing and shall so notify the Contributor Seller prior to the expiration of the initial 45-day period. The Purchaser may elect, at its sole discretion, during the Study Period. If , to terminate this Agreement for any reason (or for no reason whatsoever), in which event the Acquiror Deposit shall be returned to the Purchaser and the Parties shall have no further obligations to each other in connection with this Agreement. If the Purchaser does not so notify the Contributor of its determination to proceed to Closing terminate this Agreement prior to the expiration of the Study Period, or if the Acquiror notifies Purchaser fails or refuses to diligently pursue completion of its Conditions to Closing, as set forth in Section 8 below, the ContributorDeposit shall become non-refundable, except in writingthe case of the Seller’s failure or refusal to complete its Conditions to Closing, as also set forth in Section 8 below, and thereafter, the Purchaser shall have the right, from time to time, to enter upon the Property for the purpose of making any further inspection, investigations, studies, or tests which are reasonably deemed necessary or appropriate by the Purchaser, including, without limitation environmental, soils, surveys, and related tests. The Purchaser shall be deemed to have elected to terminate this Agreement by providing written notice delivered to the Seller prior to the expiration of the Study Period notifying the Seller that it has determined not to proceed to Closingthe Purchaser is terminating this Agreement. In the absence of such notice, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreementremain in full force and effect. (b) During Within five (5) business days following the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date Effective Date of this Agreement, subject the Seller shall deliver to the Purchaser copies of any and all site plans, building plans, lease agreements, title reports, surveys, environmental reports, soil studies, archeological studies, geotechnical reports, zoning opinions, or letters and other tests, studies ,and documents pertaining to the Property to as are in the Seller’s possession or control. The Seller will cooperate with the Purchaser in updating any liensstudies, encumbrances, covenants, conditions, restrictions, easements reports or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptionstests.

Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Contributor Property during normal business hours and shall have the right to make available to the Acquirorsuch investigations, its agentsincluding appraisals, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondencesoil tests, environmental audits studies and other related materials underwriting analyses, as Purchaser deems necessary or information if anyadvisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the Property which are in, activities of Purchaser or come into, the Contributor's possession or control. its agents under this paragraph; and (cg) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's Seller’s prior written consent, which consent Seller may give or withhold in its absolute discretion, Purchaser shall not be unreasonably withheld conduct any Phase II exams, soil borings or delayedother invasive tests on or around the Property. All title matters revealed by The foregoing indemnification obligation shall survive the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title ExceptionsClosing or earlier termination of this Agreement. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such title exceptions (other than those rendering title unmarketable and those that materials are in Seller’s possession or control. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to be paid at Closing as provided above) shall be deemed Permitted Title ExceptionsSeller.

Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Contributor Property during normal business hours and shall have the right to make available to the Acquirorsuch investigations, its agentsincluding appraisals, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondencesoil tests, environmental audits studies and other related materials underwriting analyses, as Purchaser deems necessary or information if anyadvisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the Property which are inactivities of Purchaser or its agents under this paragraph (the “Indemnified Losses”) but excluding claims to the extent arising from Seller’s negligence, willful misconduct, or come intothe mere discovery of adverse conditions on the Property, provided, however, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends foregoing exclusion from the Contributor against Indemnified Losses shall not include any loss, damage liability, claims, costs, liens or claim arising damages caused by or resulting from entry upon the Real exacerbation of any adverse conditions on the Property by the Acquiror Purchaser or any its agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. ; and (dg) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's Seller’s prior written consent, which consent Seller may give or withhold in its absolute discretion, Purchaser shall not be unreasonably withheld conduct any Phase II exams, soil borings or delayedother invasive tests on or around the Property. All title matters revealed by The foregoing indemnification obligation shall survive the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title ExceptionsClosing or earlier termination of this Agreement. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such title exceptions (other than those rendering title unmarketable and those that materials are in Seller’s possession or control. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to be paid at Closing as provided above) shall be deemed Permitted Title ExceptionsSeller.