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 shall have the right, until 5:00 p.m. on the last day end of the Study Period, Period (and thereafter if the Acquiror notifies does not notify the Contributor that the Acquiror has elected to proceed to Closing terminate this Agreement in the manner described below, ) to enter upon the Real Property during normal business hours with reasonable notice and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, 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. . (b) If such tests, studies studies, investigations and investigations warrantaudits reveal (i) material structural or environmental problems, or (ii) material discrepancies in the Acquiror's solefinancial statements, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect not 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 ClosingClosing for one or more of the reasons set forth in this Section 2.3(b), this Agreement automatically shall terminate, the Deposit shall be returned to the Acquiror and upon return of the Deposit, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During ; provided, however, that if the Study PeriodAcquiror determines not to proceed to Closing because of a material structural problem, the Acquiror shall provide the Contributor with the written report from a structural engineer describing the structural problem and the Contributor shall make available have the right to cure such structural problem within thirty (30) days to the satisfaction of 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 the Closing shall be extended to the Property which are inlast day of the Marriott accounting period immediately after the date of Closing set forth in Section 6.1, or come into, the Contributor's possession or controlas such date may have otherwise been extended. (c) The If such tests, studies and investigations do not warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for any reason not set forth in Section 2.3(b) or 2.3(f), the Acquiror hereby indemnifies may elect not to proceed to Closing and defends shall so notify 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 prior to the Real Property caused by any expiration of the tests or studies made by the Acquiror. (d) During the Study Period. If the Acquiror notifies the Contributor, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, andin writing, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination Period that the Acquiror is unwilling it has determined not 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) pursuant to terminate this Agreement. The Contributor shall notSection 2.3(c), 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 Agreement 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 each 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.Other

Study Period. (a) The Acquiror Purchaser 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 AcquirorPurchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Purchaser may deem appropriateappropriate provided Purchaser gives Sellers at least twenty-four (24) hours notice prior to entering on the Real Property. The Purchaser shall investigate the Property and the LLC, including, without limitation, a full environmental due diligence audit and investigation of the Property and UCC, lien, litigation, judgment and bankruptcy searches on the LLC. Promptly following the signing of the Agreement by both parties, Sellers shall provide to Purchaser access to all information in connection with the Property and the LLC as required by Purchaser. Information shall include tax returns, books, accounts, records, contracts, financial reports and statements, organizational documents of the LLC including all amendments thereto, if any, and other relevant documents for completing the transactions contemplated in this Agreement. If such tests, studies and investigations warrant, in the AcquirorPurchaser's sole, absolute and unreviewable unbelievable discretion, the acquisition purchase of the Property Interests 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 determined, for any reason, and in Purchaser's sole, absolute and unbelievable discretion, not to proceed to Closing, this Agreement automatically shall terminate, and the Acquiror Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination of this Agreement, and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Sellers' and the LLC for any loss, damage or liabilities arising our of activities relating to the Study Period and Purchaser shall obtain an insurance policy, in amounts and with a company, satisfactory to Sellers naming the LLC as an additional insured prior to entry upon the Property. (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 audits, environmental report, zoning compliance, financial reports from the date of commencement of hotel operations, franchise agreement, existing management agreement, deed and operating and services contracts, and all of the organizational documents of the LLC including all amendments thereto, if any, and other related materials or information if any, relating to the Property which are in, or come into, and the Contributor's possession or controlLLC. (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 AcquirorPurchaser, 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 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 Closing, the Contributor The Sellers shall notify the Acquiror Purchaser whether the Contributor is Sellers are willing to cure such defects. Contributor Sellers 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 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 or (2) to terminate this AgreementAgreement and receive a return of the Deposit with interest thereon. The Contributor Sellers shall not, after the date of this Agreement and until termination 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 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 cured by the Acquiror Sellers as provided above shall be deemed Permitted Title Exceptions. If Acquiror Purchaser shall fail to examine title and notify the Contributor Sellers 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 aboveabove and other than any title exceptions first appearing after the date of Purchaser's title examination) shall be deemed Permitted Title Exceptions. (d) Within ten (10) days of the signing of the this Agreement by both parties, Sellers shall provide Purchaser with copies of existing franchise agreement, roof warranties, existing mortgage and loan documents, audited financial statements, and HVAC service records and warranties, an as-built ALTA survey, the existing owner's title policy, any existing mortgage policy, environmental report, zoning compliance, financial reports from the date of the opening of the Hotel, existing management agreement, deed and operating and services contracts, and all of the organizational documents of the LLC including all amendments thereto, if any. In the event that the environmental report is more than one year old, Purchaser may order a new environmental report and any cost and expense in connection with such new environmental report shall be borne by the LLC in the event the Closing occurs.

Study Period. For the period from the date of this Agreement through 5 p.m., (aChicago, Illinois time) The Acquiror on February 15, 2011 (“Study Period”), Purchaser or its agents shall have the right, until 5:00 p.m. at Purchaser’s sole cost and expense, to inspect and review the Property, the physical and environmental condition thereof, and such other information it may desire concerning the Property, including, without limitation, obtaining an engineering report and so-called “Phase 1” environmental report on the last day Property, inspecting and auditing the books and records of the Study PeriodProperty, inspecting accounting information regarding cash flow, billing and thereafter if real estate taxes, inspecting financial statements and company background on tenants of the Acquiror notifies Property, reviewing Seller’s insurance on the Contributor that Property, inspecting the Acquiror has elected state of title and survey to proceed the Property and conducting such other investigations of the Property as Purchaser deems necessary, subject to Closing the terms and provisions of this Agreement (collectively, the “Inspections”). Seller further agrees to make its books and records relating to the Property available for inspection and audit by Purchaser or its agents and to execute and deliver (at the time of completion of the KPMG audit) the audit letter in favor of KPMG (Purchaser’s auditors) in the manner form attached hereto as Exhibit “P,” and made a part hereof (the covenants of Seller described belowby this sentence shall survive the Closing). Purchaser may also review and make copies of any of Seller’s files, books and records relating to enter upon the Real Property. Purchaser shall not conduct any environmental studies of the Property more extensive than a “Phase 1” level review without first obtaining Seller’s prior written consent, which may be given or withheld in each Seller’s sole and absolute discretion. Purchaser shall dispose of all Hazardous Materials removed from or at the Property in connection with its environmental studies thereof at its sole cost and expense in accordance with all applicable laws, which obligation, notwithstanding anything to performthe contrary herein, shall survive termination or expiration of this Agreement and shall be in addition to the liability of Purchaser, if any, under Section 14(b). In connection with Purchaser’s due diligence, Seller shall, at the Acquiror's Seller’s sole cost and expense, such economicprovide Purchaser with a current ALTA survey (the “Survey”) of the Property (prepared in accordance with the survey certification attached hereto as Exhibit N and made a part hereof), surveying, engineering, environmental, topographic and marketing tests, studies and investigations as no later than 21-days from the Acquiror may deem appropriatedate of this Agreement. If such tests, studies and investigations warrantNotwithstanding the foregoing, in the Acquiror's sole, absolute and unreviewable discretion, the event Purchaser fails to close on its acquisition of the Property for whatever reason, other than in connection with a Seller default hereunder, Purchaser shall promptly reimburse Seller for the purposes contemplated cost of the Survey, such cost to be pre-approved by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor Purchaser prior to the expiration of the Study Period. If for Seller ordering said Survey and in 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 event not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreementexceed Ten Thousand and No/100 Dollars ($10,000.00). (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. Provided that Buyer complies with the provisions of Section 12.2, at any time during the period beginning on the Effective Date and expiring on the later of (ai) The Acquiror the date forty five (45) days after the Effective Date or (ii) the expiration of the Title Review Period (the “Study Period”), Buyer, acting in its sole and absolute discretion, may make its own investigation of the Assets and the Business, including, without limitation, physical status, financial status, title, zoning, environmental and other tests or investigations, appraisals, surveys, and state and federal regulatory and licensing matters. Notwithstanding the foregoing, Buyer shall have the right, until 5:00 p.m. on the last day of right to extend the Study Period, and thereafter if Period for a period of up to an additional thirty (30) days to obtain a Financing Commitment reasonably acceptable to Buyer by delivering written notice to Seller of Buyer’s election to so extend 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, Study Period 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 any time prior to the originally scheduled expiration of the Study Period. If for Notwithstanding the foregoing, in the event Buyer has elected to extend the Study Period pursuant to the foregoing sentence, and Buyer obtains a Financing Commitment reasonably acceptable to Buyer prior to scheduled expiration of the Study Period, Buyer shall provide written notice to Seller that it has received a Financing Commitment reasonably acceptable to Buyer and the Study Period shall be deemed to expire on the date of such notice. Buyer shall have a continuing right of access, as described in Section 12.1(b), to conduct such studies. At any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing time prior to the expiration of the Study Period, Buyer may notify Seller in writing that Buyer has determined, for any or if the Acquiror notifies the Contributorno reason, in writingits sole discretion that (a) it will complete the proposed acquisition of the Assets or (b) it will not complete the proposed acquisition of the Assets, prior and is thereby terminating this Agreement, and upon such termination neither Party shall have any further obligation to the expiration other hereunder except for Buyer’s and Seller’s obligations under this Agreement which expressly survive termination. (a) On or before three (3) business days after the Effective Date (the “Delivery Date”), and provided that Buyer does not terminate this Agreement pursuant to Section 12.1, Seller shall provide to Buyer or make available to Buyer at the location(s) where such information is stored, any of the Study Period Property Information that it has determined not is in the possession, custody or control of or is known to proceed Seller or Seller’s agents and reasonably accessible. Seller shall instruct its agents to Closing, this Agreement automatically cooperate with Buyer. Seller shall terminate, the Acquiror shall be released from provide to Buyer any further liability Property Information discovered by Seller, coming into Seller’s possession or obligation under produced by Seller after the initial delivery or availability (or Seller becomes aware of any changes to the Property Information previously provided to Buyer), and shall continue to make available the same during the pendency of this Agreement. (b) During Buyer and its agents may at any time during normal business hours and in a manner that does not materially and adversely affect the quiet enjoyment of the Residents or otherwise unreasonably interfere with the conduct of Seller’s business operations on the Property (after giving Seller reasonable written notice) enter onto the Property during the Study PeriodPeriod and, the Contributor shall while thereon and with minimal disruption, make available to the Acquirornon-invasive surveys, its agentstests, auditorsinvestigations and appraisals, engineerstake measurements, attorneys test borings, other tests of surface and other designeessubsurface conditions and soil tests, for inspection copies of all existing architectural make structural, mechanical, architectural, zoning, land use, market and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits make any other inspections of the Property and other related materials or information if anyAssets deemed appropriate by Buyer, relating all at Buyer’s expense, subject to the Property which are in, or come into, the Contributor's possession or controlSection 12.2 below. (c) If Buyer exercises its rights under Section 12.1(b) to enter onto the Property, Buyer shall keep the Property free and clear of any liens or claims resulting therefrom. If Buyer exercises this right of entry, Buyer shall not unreasonably disturb any Resident in his/her use and enjoyment of the Facility. The Acquiror hereby indemnifies rights and defends obligations of the Contributor against any loss, damage or claim arising from entry upon parties under this Section 12.1(c) shall survive the Real Property by the Acquiror Closing 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 earlier 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 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. period (the “Study Period”) commencing on the last day Effective Date and ending on October 1, 2007, to physically inspect the Property, review economic data and market conditions, underwrite and interview the Tenants and review the Leases, conduct appraisals, perform examinations of the physical condition of the Improvements, examine the Real Property for the presence of Hazardous Materials, to consult with government officials concerning the Property, and to otherwise conduct such due diligence and underwriting as Purchaser, in its sole and absolute discretion, deems appropriate. At any time before the 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 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 warrantPurchaser may, in the Acquiror's sole, its absolute and unreviewable discretiondiscretion and for any reason or no reason, terminate this Agreement by giving written notice thereof to Seller (the acquisition of “Termination Notice”). In the Property for event that Purchaser gives a Termination Notice before 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 end of the Study Period, this Agreement shall automatically terminate, the Deposit promptly shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations or liabilities to each other hereunder other than Purchaser’s obligations under Section 5.1(b) and Section 5.3, and Purchaser shall deliver to Seller copies of all third-party reports prepared for the benefit of Purchaser in connection with its due diligence investigations of the Property provided that Seller shall reimburse Purchaser for the actual out-of-pocket costs incurred by Purchaser in connection therewith. If for any reason Purchaser fails to deliver the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to Termination Notice by the expiration of the Study Period, or if Purchaser shall be deemed to have approved the Acquiror notifies purchase of the Contributor, in writing, prior Property subject to the expiration terms and condition of this Agreement and the Deposit shall become non-refundable to Purchaser except as otherwise expressly set forth in this Agreement. Notwithstanding anything in this Section 5.2 to the contrary, Purchaser may not terminate this Agreement pursuant to this Section 5.2 with respect to only one Property. Notwithstanding anything herein to the contrary, Seller shall, not later than September 24, 2007, deliver to Purchaser a certified rent roll of the Property setting forth all of the Leases in place as of such date. If Seller fails to deliver the certified rent roll to Purchaser by such date, then 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 Agreementextended one day for each day of delay beyond such date in delivering such certified rent roll. (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. For the period from the date of this Agreement through 5 p.m., (aChicago, Illinois time) The Acquiror on February 15, 2011 (“Study Period”), Purchaser or its agents shall have the right, until 5:00 p.m. at Purchaser’s sole cost and expense, to inspect and review the Property, the physical and environmental condition thereof, and such other information it may desire concerning the Property, including, without limitation, obtaining an engineering report and so-called “Phase 1” environmental report on the last day Property, inspecting and auditing the books and records of the Study PeriodProperty, inspecting accounting information regarding cash flow, billing and thereafter if real estate taxes, inspecting financial statements and company background on tenants of the Acquiror notifies Property, reviewing Seller’s insurance on the Contributor that Property, inspecting the Acquiror has elected state of title and survey to proceed the Property and conducting such other investigations of the Property as Purchaser deems necessary, subject to Closing the terms and provisions of this Agreement (collectively, the “Inspections”). Seller further agrees to make its books and records relating to the Property available for inspection and audit by Purchaser or its agents and to execute and deliver (at the time of completion of the KPMG audit) the audit letter in favor of KPMG (Purchaser’s auditors) in the manner form attached hereto as Exhibit “P,” and made a part hereof (the covenants of Seller described belowby this sentence shall survive the Closing). Purchaser may also review and make copies of any of Seller's files, books and records relating to enter upon the Real Property. Purchaser shall not conduct any environmental studies of the Property more extensive than a “Phase 1” level review without first obtaining Seller’s prior written consent, which may be given or withheld in each Seller’s sole and absolute discretion. Purchaser shall dispose of all Hazardous Materials removed from or at the Property in connection with its environmental studies thereof at its sole cost and expense in accordance with all applicable laws, which obligation, notwithstanding anything to performthe contrary herein, shall survive termination or expiration of this Agreement and shall be in addition to the liability of Purchaser, if any, under Section 14(b). In connection with Purchaser’s due diligence, Seller shall, at the Acquiror's Seller’s sole cost and expense, such economicprovide Purchaser with a current ALTA survey (the “Survey”) of the Property (prepared in accordance with the survey certification attached hereto as Exhibit N and made a part hereof), surveying, engineering, environmental, topographic and marketing tests, studies and investigations as no later than 21-days from the Acquiror may deem appropriatedate of this Agreement. If such tests, studies and investigations warrantNotwithstanding the foregoing, in the Acquiror's sole, absolute and unreviewable discretion, the event Purchaser fails to close on its acquisition of the Property for whatever reason, other than in connection with a Seller default hereunder, Purchaser shall promptly reimburse Seller for the purposes contemplated cost of the Survey, such cost to be pre-approved by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor Purchaser prior to the expiration of the Study Period. If for Seller ordering said Survey and in 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 event not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreementexceed Ten Thousand and No/100 Dollars ($10,000.00). (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 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 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 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 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 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, and 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 ’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 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 is unwilling to accept. At or prior to Closing, the The Contributor shall notify the Acquiror 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 his 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 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 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. Seller hereby grants to Buyer and Buyer’s agents, employees, engineers, contractors, and surveyors the right to enter the Property upon reasonable notice to Seller, at any reasonable time for purposes of performing tests, investigations, surveys and studies all to be performed at the sole expense of Buyer in accordance with the following conditions: (a) The Acquiror Buyer shall not undertake any intrusive or invasive testing without Seller’s prior written consent. Buyer shall not be permitted to meet with any governmental authorities in relation to the Property without providing prior notice to Seller and affording Seller the opportunity to participate in any such meeting, as Seller may deem necessary, in Seller’s sole discretion. (b) In the event of any damage to the Property by Buyer’s agents, employees, engineers, contractors or surveyors, Buyer shall restore the Property to the condition that existed prior to such damage. Buyer hereby indemnifies, defends and holds harmless Seller from and against any and all claims, damages, expenses, liens and liabilities (including, without limitation, reasonable attorneys’ fees and court costs) arising, directly or indirectly, from any damage to persons and/or property and Buyer shall repair any damage to the Property, resulting from or relating to, Buyer’s exercise of its right of entry and inspection pursuant to this Contract or otherwise. This indemnity shall survive the termination of this Contract. (c) Prior to entry onto the Property and throughout the course of investigations and studies conducted on the Property, Buyer and Buyer’s agents and inspectors conducting such studies, shall obtain and maintain comprehensive general liability insurance covering Buyer, Buyer’s agents, or Buyer’s inspectors, entry on the Property and inspections thereof, which insurance shall be in an amount equal to One Million Dollars ($1,000,000.00) for any one occurrence or accident with an aggregate of Two Million Dollars ($2,000,000.00), and shall name Seller as an additional insured thereunder. Buyer shall, if and when requested by Seller, provide Seller with a copy of its certificate of insurance evidencing such insurance. Shavertown, Luzerne County, PA (196 N. Main St.) Property Code: 104937 (d) Buyer shall have the right, until 5:00 p.m. pm EST on the last day of that is Forty-Five (45) days from the Effective Date, hereafter defined (the “Study Period, ”) to determine that (i) the Property is suitable for Buyer’s proposed use and thereafter if (ii) Buyer is satisfied with 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 condition of the Property for (collectively “Buyer’s Requirements”). If the purposes contemplated by Property fails to meet Buyer’s Requirements, in Buyer’s sole discretion, and Buyer delivers to Seller written notice of such failure and specific termination of the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor Contract 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, then, Buyer’s Xxxxxxx Money Deposit will be returned to the Buyer and this Contract shall thereby be terminated and neither party shall have any further rights or if the Acquiror notifies the Contributor, in writing, liabilities under this Contract except as specifically provided herein. If Buyer does not terminate this Contract by specific written notice to Seller 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, then, in that event, (aa) Buyer’s Requirements shall notify be deemed to be satisfied or waived, (bb) Buyer shall pay the Contributor Additional Xxxxxxx Money Deposit in accordance with Section 4(b) of this Contract, if applicable, (cc) this Contract shall remain in full force and effect, and (dd) the Xxxxxxx Money Deposit shall be non-refundable except in the event the Closing does not occur because of Seller’s default. Notwithstanding anything contained herein to the contrary, Seller shall have the opportunity, but not the obligation, to be present at any defects in title shown testing or inspection of the Property conducted by such examination that the Acquiror is unwilling to accept. At Buyer or its agents prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cureand a right, but not the obligation, to review all results of same. (e) Prior to Closing, Buyer will, pursuant to the terms hereof, have made such examination of the Property and all matters relating to this transaction as Buyer deems necessary. In entering into this Contract, Buyer has not been induced by and has not relied upon any representation, warranty or statement, whether express or implied, made by Seller or any agent, employee, or other representative of Seller, or by any broker or any other person representing or purporting to represent Seller. At Closing, if requested by Seller, Buyer shall reaffirm the acknowledgments made in this section on a form acceptable to Seller, in its sole discretion, and notwithstanding any such reaffirmation or acknowledgment made in writing, Buyer’s acceptance of the Deed shall be deemed conclusive evidence of Buyer’s reaffirmation of the representations made in this section, along with all other representations and warranties made by Buyer herein, all of which shall be deemed to have survived Closing. (f) Buyer and Seller agree and acknowledge that nothing contained in this Contract shall be deemed an authorization of Buyer to act as agent of Seller in connection with the Property. Buyer and its agents and employees and other authorized designees may not contract, orally or in writing, for any services of any person that could give rise to a lien under applicable law, whether statutory or equitable, upon the Property or any portion thereof, without prior written consent of Seller separate and apart from this Contract. Buyer is hereby obligated to inform all parties performing services or materials for or on account of Buyer in connection with the exercise of its rights under this Contract that such parties shall not be obligated permitted to cure such defectsfile any notice of claim of lien or lien action against the Property or any portion thereof. If such defects consist requested by Seller, Buyer shall procure at Buyer’s sole cost and expense, a lien waiver, in form and substance acceptable to Seller, in Seller’s sole discretion, from any party performing services or providing materials for Buyer in connection with exercising its rights under this Contract. (g) Buyer will provide Seller, or any third party identified by Seller, with full and complete copies of deeds of trust, mechanics' liens, tax liens any Phase I environmental report or other liens or charges in a fixed sum or capable of computation as a fixed sumany data and reports generated from samples collected from the Property (collectively, the Contributor“Investigation Reports”), at its optiononly if so requested in writing by Seller. Except as provided herein, Buyer shall either pay and discharge not disclose the Investigation Reports to any third party, without written approval by Seller, unless disclosure is required of Buyer by applicable laws or regulations (in which event, event Buyer shall immediately provide notice to Seller of same). Buyer may disclose the Escrow Agent is authorized Investigation Reports to pay and discharge at Closing) such defects at Closing, Buyer’s attorney or provide bonds or indemnities in favor environmental consultant who are advising Buyer on the purchase of the Title Company Property, provided that they agree in order writing to remove such items from comply with 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 non-disclosure requirements of this Agreement, subject provision. In the event Buyer acquires the Property to any liensfrom Seller, encumbrancesthis provision shall no longer be applicable. Shavertown, covenantsLuzerne County, 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 PA (other than those rendering title unmarketable and those that are to be paid at Closing as provided above196 N. Main St.) shall be deemed Permitted Title Exceptions.Property Code: 104937

Study Period. (a) The Acquiror Acquirers 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 Acquiror's Acquirers’ expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Acquirers may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's Acquirers’ sole, absolute and unreviewable discretion, the acquisition purchase of the Property Interests for the purposes contemplated by the AcquirorAcquirers, then the Acquiror Acquirers 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 Acquirers do not so notify the Contributor Contributors of its their determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies Acquirers notify 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 Acquirers 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 AcquirorAcquirers, 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 Acquirers hereby indemnifies indemnify and defends defend the Contributor Contributors against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Acquirers or any agents, contractors or employees of the AcquirorAcquirers. The AcquirorAcquirers, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorAcquirers. (d) During the Study Period, the AcquirorAcquirers, 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 Contributors of any defects in title shown by such examination that the Acquiror is Acquirers are unwilling to accept. At or prior to Closing, the Contributor The Contributors shall notify the Acquiror Acquirers whether the Contributor is Contributors are willing to cure such defectsdefects and to proceed to Closing. 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 their 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 Acquirers 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 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 Acquiror's Acquirers’ prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's Acquirers’ title examination and not objected to by the Acquiror Acquirers as provided above shall be deemed Permitted Title Exceptions. If Acquiror Acquirers 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 Prior to the date hereof, the Acquirer has conducted such investigations and inspections as the Acquirer, in its sole discretion, has deemed necessary and desirable in order to evaluate the desirability of its intended acquisition of the Interests and, notwithstanding anything contained in this Agreement to the contrary, the Contributor acknowledges that the Acquirer shall have the rightright to terminate this Agreement, until 5:00 p.m. on extend the last day Closing Date or otherwise modify or deviate from the terms 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 this Agreement based upon the Real Property and to perform, at results and/or the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and Acquirer’s review of any 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 or inspections of the Property for (including, without limitation, review of any documents, reports and other materials provided to the purposes contemplated Acquirer by the AcquirorContributor with regard to the Property), then the Acquiror may elect to proceed to Closing and shall so notify the Contributor whether such investigations or inspections were conducted prior to or after 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 Agreementdate hereof. (b) During Prior to the Study Perioddate hereof, 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 AcquirorAcquirer, at its expense, shall cause has caused an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify made and notified the Contributor of any defects in title shown by such examination that the Acquiror Acquirer is unwilling to accept. At or prior to Closing, The Contributor has notified the Contributor shall notify the Acquiror Acquirer whether the Contributor is willing to cure such defectsdefects at 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 at Closing, the Acquiror Acquirer 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 AcquirorAcquirer's title examination and not objected to by the Acquiror Acquirer as provided above shall be deemed Permitted Title Exceptions. If Acquiror Acquirer shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Periodobjections, 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 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 two (2) business days 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 reasonably appropriate, provided that any such investigation shall be conducted in a manner and be otherwise subject to the terms of this Agreement. 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 deposit the Contributor Additional Deposit prior to the expiration of the Study Period. If for any reason the Acquiror Purchaser does not so notify deposit the Contributor of its determination to proceed to Closing Additional Deposit 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 Initial Deposit (other than any amounts due to Escrow Holder for the cancellation of Escrow, which shall be paid solely by the Purchaser) shall be returned to the Purchaser and upon return of the Initial Deposit, the Purchaser and the Seller shall be released from any further liability or obligation under this Agreement, except those which expressly survive the termination of this Agreement. (b) During Upon the Study Periodfull execution and delivery of this Agreement and the deposit of the Initial Deposit to Escrow Holder, the Contributor Seller shall make or shall have made 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 books and records, leases, contracts and other related materials materials, documentation or information information, if any, relating to the Property (including the ownership, operation and maintenance of the Hotel) which are in, or come into, the Contributor's Seller’s possession or control. Notwithstanding the foregoing, the Seller shall not be obligated to deliver to the Purchaser any materials of a proprietary nature or documents that contain provisions requiring the Seller to keep such documents confidential. 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 two (2) business days prior notice to the 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 employees, 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, 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 on or related to the Real Property caused by any Property. Prior to the expiration of the tests Study Period, Purchaser shall be permitted to interview or studies made by discuss matters only with Key Employees; provided that the AcquirorPurchaser will notify the Seller not less than two (2) business days prior to speaking to such Key Employees and the Seller shall have the right to have a representative present during any such discussions. In addition to, and not in limitation of, the preceding sentence, commencing ten (10) business days prior to the anticipated Closing Date, Purchaser shall be permitted to interview or discuss matters with any employees of the Hotel to the extent necessary in connection with the change of ownership of the Hotel. The terms of this Section 2.3(c) shall survive the termination of this Agreement. (d) During the Study Period, the AcquirorPurchaser, at its expense, shall (i) at the Purchaser’s option, cause the Survey to be prepared and (ii) 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 or by the Survey that the Acquiror Purchaser is unwilling to accept. At or prior to ClosingWithin five (5) 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 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 sumsum (not otherwise created by the Purchaser), the Contributor, at its option, Seller shall either pay and discharge (in which eventpay, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closingdischarge, or provide bonds or indemnities in favor of sufficient bond to satisfy the Title Company in order to remove such items defects from the Title Owner’s Policy at or prior to 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 Prior to the expiration of the Study Period, the Seller shall notnotify the Purchaser in writing of any voluntarily liens, after encumbrances, covenants, conditions, restrictions, easements or other title matters or any voluntary zoning changes or any other action by the date Seller which may affect or modify the status of this Agreementtitle. Following the expiration of the Study Period, the Seller shall not subject the Property to any voluntary 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. If the Seller at any time from the date hereof until the Closing receives notice in writing of any lien on the Property, which consent the Seller shall not be unreasonably withheld or delayedpromptly provide a copy of such notice to the Purchaser. All title matters revealed by the Acquiror's Purchaser’s title examination or by the Survey 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 or objections to matters shown on the Survey 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) So long as the Purchaser has ordered a Phase I environmental report or a property conditions report with respect to the Real Property (such Phase I environmental report and property conditions report being referred to herein collectively as the “Environmental and Engineering Reports”) on or prior to the fifth (5th) business day following the date hereof, then if the Purchaser has not received either or both of the Environmental and Engineering Reports prior to the date which is four (4) days prior to the expiration of the Study Period (which delay in the delivery of the report does not arise from the failure of the Purchaser to provide any information requested in connection with either of the Environmental and Engineering Reports or to make any payments due in connection with such Reports), then (i) the Purchaser shall have the right, to be exercised by written notice delivered to the Seller no later than three (3) days prior to the expiration of the Study Period, to extend the Study Period for fifteen (15) 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 (and shall confirm such election in writing prior to the end of the Study Period) unless either of the Environmental and Engineering Reports not received prior to the originally scheduled end of the Study Period shall disclose material 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 fifteen (15) day period. If either of the Environmental and Engineering Reports has not been completed during such fifteen (15) day period, then there shall be no more extension of the Study Period, and the Purchaser shall determine and notify Seller and Escrow Holder in writing whether to terminate this Agreement or proceed with the Closing as set forth in this Agreement. If the Purchaser elects to terminate this Agreement, the Deposit shall be returned to the Purchaser, and the Purchaser and the Seller shall be released from any further liability or obligation under this Agreement, except those which expressly survive the termination of this Agreement. (f) The Purchaser shall timely apply for and use best 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, prior to the expiration of the Study Period, 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.

Study Period. (a) The Acquiror Acquirer 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 Acquiror's Acquirer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Acquirer may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's Acquirer’s sole, absolute and unreviewable discretion, the acquisition purchase of the Property Interests for the purposes contemplated by the AcquirorAcquirer, then the Acquiror Acquirer 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 Acquirer 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 Acquirer 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 Acquirer 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 AcquirorAcquirer, 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 Acquirer hereby indemnifies and defends the Contributor Contributors against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Acquirer or any agents, contractors or employees of the AcquirorAcquirer. The AcquirorAcquirer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorAcquirer. (d) During the Study Period, the AcquirorAcquirer, 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 Contributors of any defects in title shown by such examination that the Acquiror Acquirer is unwilling to accept. At or prior to Closing, the Contributor The Contributors shall notify the Acquiror Acquirer whether the Contributor is Contributors are willing to cure such defectsdefects and to proceed to Closing. 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 their 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 Acquirer 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 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 Acquiror's Acquirer’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's Acquirer’s title examination and not objected to by the Acquiror Acquirer as provided above shall be deemed Permitted Title Exceptions. If Acquiror Acquirer 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 Purchaser 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 AcquirorPurchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Purchaser may deem appropriateappropriate provided Purchaser gives Seller at least twenty-four (24) hours notice prior to entering on the Real Property. The Purchaser shall investigate the Property and the Seller, including, without limitation, a full environmental due diligence audit and investigation of the Property and UCC, lien, litigation, judgment and bankruptcy searches on the Seller. If such tests, studies and investigations warrant, in the Acquiror's Purchaser' sole, absolute and unreviewable unbelievable discretion, the acquisition purchase of the Property Interests 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 Period. If for any reason the Acquiror does Purchaser do not so notify the Contributor Seller of its their determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies Purchaser notify the ContributorSeller, 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 Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination of this Agreement, and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Seller for any loss, damage or liabilities arising our of activities relating to the Study Period and Purchaser shall obtain an insurance policy, in amounts and with a company, satisfactory to Seller and naming the Seller as an additional insured prior to entry upon the Property. (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 audits, environmental report, zoning compliance, tax returns, accounts, franchise agreement, deed and operating and services contracts, and other related materials or information if any, relating to the Property which to the extent they are in, or come into, the Contributor's possession or controlavailable in Seller’s possession. (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 AcquirorPurchaser, at its their expense, shall may 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 is Purchaser are unwilling to accept. At or prior to Closing, the Contributor The Seller shall notify the Acquiror Purchaser whether the Contributor is Seller are willing to cure such defectsdefects and to proceed to Closing. Contributor Seller 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 ContributorSeller, at its their 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 Seller 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 or (2) to terminate this AgreementAgreement and receive a return of the Deposit with interest thereon. The Contributor shall notSeller shall, after the date of this Agreement, subject 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 Acquiror's Purchaser' 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 Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided aboveabove and other than any title exceptions first appearing after the date of Purchaser’s title examination) shall be deemed Permitted Title Exceptions. (d) During the Study Period, Seller shall make available to Purchaser copies of existing Franchise Agreement and existing loan documents.

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 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 AcquirorPurchaser, then the Acquiror Purchaser may elect to proceed to Closing and shall so notify deposit the Contributor Additional Deposit prior to the expiration of the Study Period. If for any reason the Acquiror Purchaser does not so notify deposit the Contributor of its determination to proceed to Closing Additional Deposit 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 Initial Deposit shall be returned to the Purchaser and upon return of the Initial 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 prior to the Study Perioddate hereof, the Contributor Seller shall make or shall have made available to the AcquirorPurchaser, its designated agents, auditors, engineers, attorneys and other designees, for inspection inspection, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondenceenvironmental audits, environmental audits books and records, financial audits, leases, contracts and other related materials materials, documentation or information information, if any, relating to the Property (including the ownership, operation and maintenance of the Hotel) which are in, or come into, the Contributor's Seller’s possession or control. In addition, the Seller shall disclose to the Purchaser all debt that may affect the Property in any manner, including mezzanine debt and unsecured debt. Notwithstanding the foregoing, the Seller shall not be obligated to deliver to the Purchaser any materials of a proprietary nature or documents that contain provisions requiring the Seller to keep such documents confidential. 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 the Seller and shall be conducted so as not to interfere 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 and shall cause any such liens to be removed, by bonding, payment or otherwise, within fifteen (15) days of notification of the filing of such lien. 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 (i) at the Purchaser’s option, cause the Survey to be prepared and (ii) 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 or by the Survey that the Acquiror Purchaser is unwilling to accept. At or prior to ClosingWithin five (5) 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 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 prior 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 or by the Survey 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 or objections to matters shown on the Survey 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) So long as the Purchaser has ordered a Phase I environmental report or a property conditions report with respect to the Real Property (such Phase I environmental report and property conditions report being referred to herein collectively as the “Environmental and Engineering Reports”) on or prior to the seventh (7th) business day following the date hereof, then if the Purchaser has not received either or both of the Environmental and Engineering Reports prior to the date which is four (4) days prior to the expiration of the Study Period, then (i) the Purchaser shall have the right, to be exercised by written notice delivered to the Seller no later than three (3) days prior to the expiration of the Study Period, to extend the Study Period for fifteen (15) 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 fifteen (15) day period. (f) The Purchaser shall timely apply for and 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 prior to the expiration of the Study Period, 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. (g) The Seller shall use commercially reasonable efforts to obtain written consent from the lessor under the Air Rights Lease that the escrow obligation required by Section 8.4 of the Air Rights Lease may be satisfied by the posting of a bond rather than the deposit of a cash escrow. Such consent by the lessor under the Air Rights Lease may be in any form reasonably sufficient to evidence the lessor’s agreement to such arrangement. The Seller shall not be obligated to incur any costs or expense in connection with such efforts, and shall not have any liability hereunder in the event it is unable to obtain such consent.

Study Period. (a) The Acquiror During the Initial Study Period, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Property during normal business hours and shall have the rightright to make such investigations, until 5:00 p.m. including appraisals, engineering studies, 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 twenty-four (24) hours 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 last day Property; (c) neither Purchaser nor its representatives shall unreasonably 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 $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 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; provided, however, Seller shall use its good faith efforts to provide written notice to Purchaser of (1) any physical damage to the Property or (2) any claims incurred by Seller as a result of Purchaser’s inspections on the Property within ten (10) days after Seller’s discovery of such physical damage or claims, and (g) without Seller’s prior written consent, which Seller may give or withhold in its reasonable discretion, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Property. The foregoing indemnification obligation shall not extend to, and Purchaser shall not be liable to Seller for (x) any claims, liens, actions, suits, proceedings, costs, expenses, damages or other liabilities to the extent arising from the negligence or willful misconduct of the Seller Parties, or (y) loss of value or similar damages which may result from Purchaser’s discovery of an adverse environmental or other condition during the course of its inspection of the Property. The foregoing indemnification obligation shall survive the Closing or earlier termination of this Agreement. Notwithstanding the foregoing, Purchaser shall only be obligated to restore any damage caused by such investigations if the Closing does not occur pursuant to the terms hereof, provided that Purchaser shall be obligated to restore any damage in the Long Term Leased Premises or the Short Term Leased Premises, as applicable, caused by Purchaser’s investigations regardless of whether the Closing occurs. Purchaser’s obligation to repair shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that to the extent Purchaser is entitled to a refund of the Deposit pursuant to the terms hereof, a portion of the Deposit reasonably necessary for Purchaser to satisfy its repair obligations set forth in this Section 5.1(a), as determined by Seller and Purchaser in their mutual and reasonable discretion, shall be withheld by the Escrow Agent for the sole purpose of satisfying such repair obligations, and such withheld portion shall be released to Purchaser upon Purchaser’s satisfaction of such repair obligations. 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 thereafter if records, contracts and other relevant, material documents relating to the Acquiror notifies Property and the Contributor that the Acquiror has elected to proceed to Closing in the manner described belowoperation and maintenance thereof, to enter the extent that such materials are in Seller’s possession or control and do not constitute Excluded Items. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to Seller. (b) Purchaser shall have the Real Property and right to perform, at extend the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as Initial Study Period for thirty (30) days (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 “Extended Study Period”) by the Acquiror, then the Acquiror may elect (i) delivering written notice 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 does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Initial Study Period, or if and (ii) depositing with the Acquiror notifies the Contributor, in writingTitle Company, 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 Initial Study Period, an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the Contributor “Extension Fee”), which Extension Fee shall make available be added to the AcquirorDeposit for all purposes hereunder; provided, its agentshowever, 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 except as expressly provided 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 Extension Fee shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify non-refundable in 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 Exceptionsevent this Agreement is terminated.

Study Period. (a) The Acquiror 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 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 Interest 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, and 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 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 is unwilling to accept. At or prior to Closing, the The Contributor shall notify the Acquiror 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 his 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 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 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, acting in its sole and absolute discretion, shall have a sixty (60) calendar day period after the rightdate hereof (the “Study Period”) which Study Period shall end on or about at 5:00 p.m., until 5:00 p.m. Eastern Standard Time on the last day December 12, 2012, during which Buyer may make its own investigation of the Study PeriodAssets and the Business, including, but not limited to, examination of all books of account and records related to the business related to operating the Assets, and thereafter if property-level diligence such as investigations with regard to zoning, building code and other legal requirements, obtaining such third party reports or studies as Buyer deems necessary, investigation of the Acquiror notifies status of the Contributor that the Acquiror has elected to proceed to Closing receivables, service contracts, Medicare/Medicaid provider agreements and compliance with all applicable regulatory requirements such as state or federal permits, licenses, and healthcare survey matters. Buyer shall have a continuing right of access, as described in the manner described belowSection 15.1(b), to enter upon the Real Property and to perform, at the Acquiror's expense, conduct such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriatestudies. 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 At any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing time prior to the expiration of the Study Period, Buyer may notify Seller in writing that Buyer has determined, for any or if the Acquiror notifies the Contributorno reason, in writingits sole discretion that it will not complete the proposed acquisition of the Assets, and is thereby terminating this Agreement. If Buyer gives such notice to Seller, this Agreement shall automatically terminate and Seller shall instruct the Title Insurer to remit the Deposit, and all interest thereon, to Buyer. In the event Buyer terminates this Agreement on the basis of any of Seller’s representations proving untrue, or because Seller refuses to cure due diligence deficiencies reasonably identified by Buyer, then (i) the Escrow Agent shall return the Deposit to Buyer together with accrued interest thereon, without any setoff or deduction, and neither party shall have any further obligation to the other hereunder except for Buyer’s and Seller’s obligations under Sections 15.1(c) (relating to damages to property) and 22.1 (relating to broker’s commissions) which shall survive such termination. If Buyer does not deliver such notice to Seller prior to the expiration end of the Study Period that it has determined not Period, Buyer shall be deemed to have elected to proceed to Closing, under this Agreement automatically and to consummate the transaction contemplated hereunder. (a) From and after the date of this Agreement, but as soon as possible, during the Study Period and provided that Buyer does not terminate this Agreement pursuant to Section 4.1, Seller shall terminateprovide to Buyer or make available to Buyer at the location(s) where such information is stored, any of the Acquiror Property Information that is in the possession, custody or control of Seller or Seller’s agents. Seller shall be released from instruct its agents to cooperate with Buyer. In the event the Property Information is in the possession or control of the management company for the Property or its counsel, Seller shall direct such entities to provide the Property Information or make it available to Buyer. Seller shall provide to Buyer any further liability Property Information coming into Seller’s possession or obligation under produced by Seller or its property manager after the initial delivery or availability, and shall continue to make available the same during the pendency of this Agreement. (b) During Buyer and its agents may at any time (after giving Seller reasonable written notice) enter onto the Property during the Study PeriodPeriod and, the Contributor shall while thereon, make available to the Acquirorsurveys, its agentstests, auditorsinvestigations and appraisals, engineerstake measurements, attorneys test borings, other tests of surface and other designeessubsurface conditions and soil tests, for inspection copies of all existing architectural make structural, mechanical, architectural, zoning, land use, market and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits make any other inspections of the Property and other related materials or information if anyAssets deemed appropriate by Buyer, relating to the Property which are in, or come into, the Contributor's possession or controlall at Buyer’s expense. (c) The Acquiror hereby indemnifies To expedite work on items requiring substantial lead time, Seller has provided Buyer with copies of each policy of title insurance covering the Assets and defends declaration pages and certificates of insurance coverage for each property/casualty and general liability/professional liability policy maintained by Seller in connection with the Contributor against any loss, damage or claim arising from entry upon Business and 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 AcquirorAssets. (d) During If Buyer exercises its rights under Section 15.1(b) to enter onto the Study PeriodProperty, the Acquiror, at its expense, Buyer shall cause an examination of title to keep the Property free and clear of any liens or claims resulting therefrom, and defend, indemnify and hold harmless Seller against and from any liability or expense actually incurred by Seller for loss or damage to be madeproperty and/or injuries to or death of Persons proximately caused by the actions of Buyer other than those caused in whole or in part as the result of acts or omissions by or on behalf of Seller. If Closing does not occur for any reason, and, prior to the expiration Buyer shall restore any portion of the Study Period, shall notify the Contributor of any defects in title shown Property damaged by such examination that the Acquiror is unwilling exercise to acceptits condition immediately before such exercise. At or prior to ClosingIf Buyer exercises this right of entry, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but it 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 unreasonably disturb any Resident in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay use 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 enjoyment 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 AgreementFacilities. The Contributor rights and obligations of the parties under this Section 15.1(c) shall not, after the date survive Closing or any earlier 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 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 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 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 within NINETY (90) days following the Effective Date of this Agreement (the “Study Period”). As of the execution of this Agreement, Seller shall have delivered, free of charge and cost to Purchaser, all engineering, architectural or other material data regarding the Property, to the extent in Seller’s possession or control, including but not limited to generalized development plans, subdivision plans, record plat, conditions of development, and all tests, studies, reports, title reports and other materials relating to Property in Seller’s possession or control, together with a written notice to Purchaser that Seller has delivered all such material information regarding the subject Property. Seller hereby represents that the Property was the subject of a prior contract of sale pursuant to which the former contract purchaser obtained an Order of the Zoning Commission for the District of Columbia approving a Planned Unit Development on the last day Property in Zoning Case No. 06-26 (Feb. 12, 2007), and Purchaser agrees to review all covenants, lot division applications and other land use agreements associated with such rezoning case to the extent necessary for development of the Study PeriodProperty for Purchaser’s intended use of the Property as a planned townhouse residential community (the “Intended Use”).. After the Effective Date of this Agreement and until the date of settlement hereunder or termination hereof, Purchaser shall have the right, at its option and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described belowexpense, to enter upon the Real Property at reasonable times, in a reasonable manner, and upon reasonable notice and/or cause to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing have performed engineering tests, studies and/or economic investigations concerning the Property. Purchaser hereby agrees to indemnify 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 save Seller harmless from any losses actually incurred by Seller by virtue of Purchaser or its agents or employees entering on the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed conduct such investigations. Purchaser further agrees to Closing and shall so notify the Contributor prior repair any physical damage caused to the expiration Property by Purchaser or its agents or employees in connection with such tests and studies. This Paragraph 4 shall survive the termination or consummation of the Study Periodthis Agreement. 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 Prior to the expiration of the Study Period hereunder, Purchaser shall obtain a title report and ALTA survey for the Property and shall deliver notice to Seller, along with a copy of the title report and ALTA survey, of any defects in title which are to be remedied. In the event of any such defects, Seller shall notify Purchaser in writing within fifteen (15) days after Seller’s receipt of Purchaser’s notice of said title defects as to whether or not Seller shall remedy same and the reasonable time period needed to do so. Seller shall have no obligation to remove any encroachments or remedy alleged title defects. If Seller elects not to remedy same, then Purchaser shall have the right to (i) elect (such election to be made in writing within ten (10) days after Seller’s notice to Purchaser) to waive such title defects and to proceed hereunder, or (ii) to terminate this Agreement whereupon the Deposit shall be returned to Purchaser, and in such event the parties shall be relieved of all further liability hereunder. From and after the Effective Date of this Agreement, Seller shall not create or permit to be created any lien, easement or any other encumbrance, affecting title to the Property, without Purchaser’s prior written consent unless same is of a nature that it has determined will be paid and released at settlement from the proceeds of this sale. Furthermore, at or before settlement, Seller shall cause to be paid and released any and all mortgages, deeds of trust or liens secured against the portion of the Property being acquired, including but not limited to the prorated portion of all unpaid real estate taxes or assessments and utility charges through the date of the applicable settlement. Within six (6) months from the Effective Date of this Agreement, Purchaser shall deliver notice to Seller, of any offsite easements, utility connections, or both, that are needed for its Intended Use, specifying the exact location and specifications for such easements or utility connections. Seller shall have sixty (60) days from receipt of Purchaser’s notice to determine whether it will provide such easements and/or utility connections and the time it will need to do so. If Seller, by notice to Purchaser within such sixty (60) day period, elects not to provide any one or all of such requested easements and/or utility connections or the time to obtain them is not acceptable to Purchaser, Purchaser shall have the right by notice to Seller within thirty (30) days of receipt of Seller’s notice to (i) elect to obtain the easements and/or utility connections at its own expense and to proceed under the Agreement; or (ii) to Closing, terminate this Agreement automatically shall terminate, whereupon the Acquiror Deposit shall be released from any returned to Purchaser, and in such event the parties shall be relieved of all further liability or obligation under this Agreement. (b) During hereunder. If Purchase elects to obtain 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, easements and/or utility connections at its own expense, Seller shall restore any damage to the Real Property caused by extent reasonably feasible and without further expense cooperate with Purchaser in obtaining 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 Exceptionsconnections.

Study Period. SELLER and PURCHASER hereby acknowledge that as of the Effective Date, PURCHASER has not yet had an opportunity to complete its required due diligence and fully review and evaluate this transaction. For a period of twenty one (a21) The Acquiror days following the Effective Date (the "Study Period"), 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 has elected to proceed to Closing in the manner described below, right to enter upon the Real Property PROPERTY and to perform, at the Acquiror's its expense, such economic, surveyingboring tests, engineering, topographic, environmental, topographic survey and marketing teststests or any other studies, studies tests and investigations due diligence as the Acquiror may deem appropriate. If such testsPURCHASER elects, studies and investigations warrantincluding, in the Acquiror's sole, absolute and unreviewable discretionwithout limitation, the acquisition following: (i) review of title work, Permitted Exceptions, the PROPERTY, legal description, ingress and egress, all recorded easements and restrictions and the ALTA survey; (ii) inspection of the Property PROPERTY, (iii) confirming that all necessary site plan and other land use approvals have been issued by all governmental entities having jurisdiction over the PROPERTY and that the PROPERTY is appropriately zoned for PURCHASER'S intended use, (iv) the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing Phase I Environmental Site Assessment; and shall so notify the Contributor prior (v) any wetlands permits applicable to the expiration of PROPERTY. Notwithstanding anything contained in this Section 16 to the contrary, PURCHASER shall have at least five (5) business days to review the title commitment, the ALTA survey, and the Phase I Environmental Site Assessment, and the parties agree that the Study Period shall be extended, as necessary (the "Study Period Extension") to permit PURCHASER the full 5 business days to review and evaluate such information that is required to be provided during the Study Period. If for Any test, examinations or inspections of the PROPERTY by PURCHASER and all costs and expenses in connection with PURCHASER'S inspection of the PROPERTY shall be at the sole cost of PURCHASER (except as otherwise provided in this Agreement). Upon completion of any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior such inspection, examination, or test, PURCHASER shall restore any damage to the expiration of PROPERTY caused by Buyer's inspection. PURCHASER hereby indemnifies and holds SELLER harmless from all loss, cost or expense, including, but not limited to, attorneys' fees and court costs resulting from PURCHASER'S inspections in connection with the Study Period, or if the Acquiror notifies the Contributor, in writing, PROPERTY. If prior to the expiration of the Study Period or the Study Period Extension, PURCHASER determines, in its sole and absolute discretion, and for any or no reason whatsoever, that it has determined PURCHASER does not desire to proceed purchase the PROPERTY, then PURCHASER shall have the right to Closinggive written notice to SELLER electing to terminate this Agreement, this Agreement automatically shall terminateprovided such notice is delivered to SELLER prior to 5:00 p.m. EST of the last day of the Study Period or the Study Period Extension, whichever is later. In the event such notice of termination is delivered, then, the Acquiror Title Insurer will deliver to PURCHASER the Deposit, and the parties shall be released from any all further liability or obligation obligations each to the other under this Agreement. (b) During . In 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 event 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 PURCHASER does 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 notAgreement as set forth in this Section 16, after then the date of contingency set forth in 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 Section 16 shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections satisfied or waived 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 ExceptionsPURCHASER.

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 shall have the right, until 5:00 p.m. a period commencing on the last day Effective Date and expiring at 6:00 p.m. (Eastern time) on February 28, 2020 (the “Study Period”) in which to perform its due diligence inspections, investigations, examinations, tests, studies and assessments with respect to all matters pertaining to the Property. Before the expiration of the Study Period, Purchaser shall deliver to Seller written notice of Purchaser’s election, in its sole and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected absolute discretion for any reason or no reason, either (i) to proceed with the transactions contemplated by this Agreement (the “Notice to Closing in Proceed”) or (ii) to terminate this Agreement (the manner described below“Termination Notice”). If, to enter upon before 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 expiration of the Property for Study Period, Purchaser delivers neither the purposes contemplated by Notice to Proceed nor the AcquirorTermination Notice, then Purchaser shall be deemed to have delivered the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to Termination Notice as of the expiration of the Study Period. If for Purchaser delivers the Notice to Proceed, then Purchaser shall be deemed to have waived any reason the Acquiror does not so notify the Contributor of its determination further right 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, terminate this Agreement automatically in accordance with this paragraph and this Agreement shall terminatecontinue in full force and effect; if Purchaser delivers (or is deemed to have delivered) the Termination Notice, then Escrow Agent promptly shall refund the Acquiror Deposit to Purchaser, and thereafter this Agreement shall terminate and be of no further force or effect and Seller and Purchaser shall be released from any further obligation and liability or obligation under this Agreement, at law and in equity. (b) During To the Study Periodextent not previously provided to Purchaser and to the extent in the possession or control of Seller or its agents, the Contributor Seller shall deliver or make available to Purchaser, within one (1) Business Day after the AcquirorEffective Date, its agents, auditors, engineers, attorneys and other designees, for inspection copies a copy of all existing architectural and engineering reports, tests, studies, surveys, title insurance policiesplats, zoning plans, documents, materials and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are (collectively, the “Property Materials”) at no cost to Purchaser. Additionally, Seller shall comply promptly and in good faith with any reasonable request by Purchaser from time to time during the term of this Agreement for any updates to the Property Materials or any other information, documents or materials in the possession or control of Seller or its property manager that reasonably pertain to the Property but were not included in the Property Materials. At Settlement, Seller shall assign to Purchaser (to the extent assignable) all of Seller’s rights in, or come into, to and under the Contributor's possession or controlProperty Materials at no cost to Purchaser. (c) The Acquiror hereby indemnifies For so long as this Agreement is in effect, Purchaser (and defends the Contributor against any lossits employees, damage or claim arising from entry contractors, agents, representatives, investors and lenders) may enter upon the Real Property by the Acquiror or any agentsand cause such inspections, contractors or employees of the Acquiror. The Acquirorinvestigations, at its own expenseassessments, shall restore any damage to the Real Property caused by any of the tests or and studies made by the Acquiror. (dincluding engineering, environmental, soils, financing, economic feasibility and market analyses) During the Study Period, the Acquiror, at its expense, shall cause an examination of title with respect to the Property to be madeperformed as Purchaser deems appropriate (collectively, andthe “Studies”). The Studies shall not nullify or limit, prior or be deemed to diminish Purchaser’s right to rely upon the expiration of the Study Periodaccuracy and completeness of, Seller’s representations and warranties set forth in Section 5(a). Purchaser, at its sole expense, shall notify restore the Contributor Property to substantially the same condition existing immediately before the Studies. Purchaser shall indemnify and hold harmless Seller against any liability that Seller incurs caused by Purchaser’s entry and activities upon the Property (excluding the mere discovery of any defects in title shown by such examination pre-existing conditions that the Acquiror is unwilling to accept. At or prior to ClosingPurchaser did not exacerbate), the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but however Purchaser shall not be obligated to cure such defects. If such defects consist of deeds of trustliable for any punitive, mechanics' liensspecial, tax liens indirect, consequential 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 Exceptionsincidental damages.

Study Period. For the period from the date of this Agreement through 5 p.m., (aChicago, Illinois time) The Acquiror on February 15, 2011 (“Study Period”), Purchaser or its agents shall have the right, until 5:00 p.m. at Purchaser’s sole cost and expense, to inspect and review the Property, the physical and environmental condition thereof, and such other information it may desire - 8 - concerning the Property, including, without limitation, obtaining an engineering report and so-called “Phase 1” environmental report on the last day Property, inspecting and auditing the books and records of the Study PeriodProperty, inspecting accounting information regarding cash flow, billing and thereafter if real estate taxes, inspecting financial statements and company background on tenants of the Acquiror notifies Property, reviewing Seller’s insurance on the Contributor that Property, inspecting the Acquiror has elected state of title and survey to proceed the Property and conducting such other investigations of the Property as Purchaser deems necessary, subject to Closing the terms and provisions of this Agreement (collectively, the “Inspections”). Seller further agrees to make its books and records relating to the Property available for inspection and audit by Purchaser or its agents and to execute and deliver (at the time of completion of the KPMG audit) the audit letter in favor of KPMG (Purchaser’s auditors) in the manner form attached hereto as Exhibit “P,” and made a part hereof (the covenants of Seller described belowby this sentence shall survive the Closing). Purchaser may also review and make copies of any of Seller’s files, books and records relating to enter upon the Real Property. Purchaser shall not conduct any environmental studies of the Property more extensive than a “Phase 1” level review without first obtaining Seller’s prior written consent, which may be given or withheld in each Seller’s sole and absolute discretion. Purchaser shall dispose of all Hazardous Materials removed from or at the Property in connection with its environmental studies thereof at its sole cost and expense in accordance with all applicable laws, which obligation, notwithstanding anything to performthe contrary herein, shall survive termination or expiration of this Agreement and shall be in addition to the liability of Purchaser, if any, under Section 14(b). In connection with Purchaser’s due diligence, Seller shall, at the Acquiror's Seller’s sole cost and expense, such economicprovide Purchaser with a current ALTA survey (the “Survey”) of the Property (prepared in accordance with the survey certification attached hereto as Exhibit N and made a part hereof), surveying, engineering, environmental, topographic and marketing tests, studies and investigations as no later than 21-days from the Acquiror may deem appropriatedate of this Agreement. If such tests, studies and investigations warrantNotwithstanding the foregoing, in the Acquiror's sole, absolute and unreviewable discretion, the event Purchaser fails to close on its acquisition of the Property for whatever reason, other than in connection with a Seller default hereunder, Purchaser shall promptly reimburse Seller for the purposes contemplated cost of the Survey, such cost to be pre-approved by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor Purchaser prior to the expiration of the Study Period. If for Seller ordering said Survey and in 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 event not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreementexceed Ten Thousand and No/100 Dollars ($10,000.00). (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 rightStudy Period to physically inspect the Properties, until 5:00 p.m. on review the last day economic data relating to the Assets, conduct appraisals, perform examinations of the physical condition of the Improvements, examine the Real Properties for the presence of Hazardous Materials and compliance with laws, investigate development potential of the Properties, conduct title examinations and lien searches relating to the Assets, the Securities and the Properties, obtain surveys of the Real Properties, review the Lease Documents and the Loan Documents, review the Organizational Documents and other corporate/organizational records relating to the Subsidiaries, review the financial records of the Subsidiaries, review of the Estoppel Certificates and to otherwise conduct any such due diligence review of the Assets, the Subsidiaries and the Properties and all records and other materials related thereto as the Purchaser, in its absolute discretion, deems appropriate. If, between the date of this Agreement and the end of the Study Period, the Purchaser shall, for any reason, or for no reason, in the Purchaser's sole discretion, determine that it does not wish to purchase the Assets, the Purchaser shall be entitled to terminate this Agreement by giving written notice of such termination prior to 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period (the "Termination Notice") and thereafter if thereupon, except for matters specifically surviving the Acquiror notifies termination of this Agreement and any breach of representations and warranties contained herein, the Contributor Meditrust Entities and the Purchaser shall have no further obligations or liabilities to each other hereunder. If the Purchaser does not elect to terminate this Agreement in accordance with the provisions of the foregoing sentence, the Purchaser shall deliver the Deposit to the Escrow Agent prior to 5:00 P.M. East Coast time on the fourth (4th) Business Day following the expiration of the Study Period. The Purchaser shall have until 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period to give the Sellers a written notice (the "Title Objection Notice") that sets forth in reasonable detail (a) any objections that the Acquiror Purchaser has elected to proceed to Closing any title or survey matters affecting any Leased Property that (i) would materially and adversely interfere with the use of such Leased Property (as it is currently being used), (ii) were not disclosed in any of the Existing Title Policies or, if disclosed, the affirmative coverages or endorsements set forth in the manner Existing Title Policies are not available from the Title Company, (iii) were not disclosed in any of the Existing Title Policies and affirmative coverages and/or endorsements reasonably acceptable to the Purchaser are not available from the Title Company and (iv) do not constitute a Meditrust Mortgage or a Mechanics' Lien or (b) that any of the Encumbrances created by any of the Lease Documents and/or any of the Loan Documents is not perfected (the matters described belowin the Title Objection Notice shall be referred to collectively as the "Purchaser Title Objections"). The Sellers shall use their best efforts to cure the Purchaser Title Objections as soon as possible prior to the Closing Date, but in no event shall the Sellers be required to enter upon expend in excess of TEN MILLION DOLLARS ($10,000,000) in the Real Property aggregate to cure the Purchaser Title Objections; PROVIDED, HOWEVER, the 79 <PAGE> provisions of this paragraph shall not limit the Meditrust Entities' obligations under Section 3.3 (h). A Purchaser Title Objection described in the foregoing clause (a) shall be deemed to be cured if such Purchaser Title Objection is (X) released of record or the applicable Encumbrance is perfected and (y) a bond is posted by the Meditrust Parties, an indemnity is given to performthe Title Company by the Meditrust Parties and/or escrow arrangements satisfactory to the Title Company are made by the Meditrust Parties (and such actions result in the issuance of title insurance coverage reasonably acceptable to the Purchaser). Notwithstanding anything to the contrary set forth herein, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as option of the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in Sellers (exercisable at any time prior to the Acquiror's sole, absolute and unreviewable discretionClosing), the acquisition Sellers may elect not to cure the Purchaser Title Objections and in such event (1) each Facility affected by any Purchaser Title Objection that is not cured shall be deemed to be a Rejected Facility in accordance with Section 10.2 hereof, (2) the Purchaser shall have no further obligations or liabilities with respect to such Rejected Facility (and the Property relating thereto) hereunder, (3) on or prior to the Closing Date the applicable Subsidiary that owns such Rejected Facility shall transfer such Rejected Facility to another entity owned or controlled by Meditrust other than any Subsidiary and (4) the Purchaser shall be entitled to a credit toward the Purchase Price in accordance with the provisions of Section 10.2 hereof. In the event that such Termination Notice is not given by the Purchaser prior to 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period, the Purchaser shall have waived its right to terminate this Agreement or to require that any Facility be treated as a Rejected Facility as a consequence of (a) the physical or environmental condition of the Properties as they exist as of the expiration of the Study Period, (b) other than any Purchaser Title Objections, the state of the title to any Asset or any Property for as it exists on the purposes contemplated by date that is thirty (30) days after the Acquirorexecution of this Agreement (the "Title Review Date"), then (c) the Acquiror may elect Organizational Documents, (d) the form or substance of any Estoppel Certificate required to proceed be delivered hereunder, (e) the failure to Closing obtain any Estoppel Certificate required to be delivered hereunder (PROVIDED, HOWEVER, that any such waiver with respect to the form or substance of or the failure to deliver any Estoppel Certificate shall not limit any of the Express Representations and shall so notify Warranties) and/or (f) any condemnation relating to any Property as of the Contributor expiration of the Study Period (PROVIDED, THAT, to the extent that any such condemnation occurs subsequent to the Title Review Date, the Purchaser has received written notice of any such condemnation prior to the expiration of the Study Period). If for any reason Notwithstanding anything to the Acquiror does not so notify contrary set forth herein, but subject to the Contributor terms of its determination to proceed to Closing the immediately preceding paragraph, it is acknowledged and agreed that no Facility may be treated or designated as a Rejected Facility prior to the expiration date of the Study Period, or if delivery of the Acquiror notifies the Contributor, in writing, prior Deposit 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 AgreementEscrow Agent. (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 Acquirer 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 Acquiror's Acquirer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Acquirer may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's Acquirer’s sole, absolute and unreviewable discretion, the acquisition of the Property Interests for the purposes contemplated by the AcquirorAcquirer, then the Acquiror Acquirer 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 Acquirer 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 Acquirer 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 Acquirer 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 AcquirorAcquirer, 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 Acquirer hereby indemnifies and defends the Contributor Contributors against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Acquirer or any agents, contractors or employees of the AcquirorAcquirer. The AcquirorAcquirer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorAcquirer. (d) During the Study Period, the AcquirorAcquirer, 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 Contributors of any defects in title shown by such examination that the Acquiror Acquirer is unwilling to accept. At or prior to Closing, the Contributor The Contributors shall notify the Acquiror Acquirer whether the Contributor is Contributors are willing to cure such defectsdefects and to proceed to Closing. 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 their 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 Acquirer 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 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 Acquiror's Acquirer’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's Acquirer’s title examination and not objected to by the Acquiror Acquirer as provided above shall be deemed Permitted Title Exceptions. If Acquiror Acquirer 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 Buyer shall have a period commencing on the right, until Effective Date and ending at 5:00 p.m. (California Time) on the last thirtieth (30th) day following the Effective Date (the “Study Period”) within which to (i) have an ALTA survey of the Study PeriodProperty made by a surveyor or engineer, which survey shall be subject to the final approval of Seller which approval will not be unreasonably conditioned, withheld or delayed, (ii) conduct an inspection of the Property, including the right to conduct surveys, appraisal, environmental site assessments, not to exceed a Phase I without the prior written consent of Seller, flood and wetland assessments, traffic and marketing studies, engineering reviews, and thereafter if for other testing, physical inspections and investigations, zoning verification, and undertaking such other activities as are appropriate or desirable concerning the Acquiror notifies Property, (iii) interview Xxxxxx Xxxxx, the Contributor Director of Operations of Owing Corning Sales, LLC, provided that the Acquiror has elected Seller shall have a right to proceed to Closing in the manner described belowhave a representative present during any such tenant interview(s), 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(iv) determine, in the Acquiror's sole, absolute Buyer’s sole opinion and unreviewable discretion, the acquisition suitability of the Property for acquisition by Buyer or Buyers’ permitted assignee. Buyer shall provide Seller twenty-four (24) hour written notice prior to any visit to the purposes contemplated Real Property together with a listing of the names of all parties that will be present and their purpose for being present on the Real Property. The cost and expense of all of the aforesaid items shall be borne solely by Buyer. To the Acquiror, then the Acquiror may elect to proceed to Closing and shall extent Seller has not done so notify the Contributor prior to the expiration of Effective Date, Seller or Seller’s agent will, from and after the Study Period. If Effective Date, make available (at reasonable times and places or by electronic transmission) for any reason Buyer’s review 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 AgreementProperty Information Materials. (b) During the Study PeriodBuyer agrees to indemnify and hold Seller harmless from and against any and all liability, the Contributor shall make available including reasonable attorney fees, arising out of any and all claims as a result of or related to the Acquirorany and all actions taken by Buyer, its agents, auditorsemployees and independent contractors pursuant to or in furtherance of this Section 8; provided, engineershowever that Buyer shall have no obligation to indemnify Seller with respect to Buyer’s mere discovery (as opposed to exacerbation) of pre-existing conditions or issues. Buyer shall provide to Seller prior to its or its agents’, attorneys and other designeesemployees’, 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 consultants’ or information if any, relating to representatives’ entry on the Property which are in, certificates of liability insurance insuring Buyer and Seller pursuant to (i) commercial general liability insurance with limits of at least Two Million Dollars ($2,000,000.00) for bodily or come into, the Contributor's possession personal injury or control. (c) The Acquiror hereby indemnifies death 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 property damage insurance in the date amount 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 at least Two Million Dollars (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions$2,000,000.00).

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 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 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 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, and 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 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 is unwilling to accept. At or prior to Closing, the The Contributor shall notify the Acquiror 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 his 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 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 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. Within ten (a10) The Acquiror days after execution of this Agreement by Seller and Buyer, Seller shall have provide to Buyer the rightfollowing, until 5:00 p.m. on to the last day extent in Seller's possession: copies of any existing survey and/or as-built drawings of the Study PeriodProperty, any environmental reports pertaining to the Property, any reports prepared within the past five years pertaining to the physical condition of the Property, all service agreements currently in effect (which service agreements are listed on Exhibit B attached hereto), copies of plans and thereafter specifications and copies of warranties concerning the Property that Seller has in its possession, copies of any owner's policies of title insurance, if any, previously obtained by Seller with respect 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 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 copies of all real property tax assessments or bills for the Property for the purposes contemplated past three (3) years, copies of any easement agreements and/or other agreements relating to the development of the Property and copies of any leases pertaining to the Property. During the period commencing on the date this Agreement is fully executed by both Buyer and Seller and terminating July 30, 2004 (the "Study Period"), Buyer and its agents and representatives may enter upon and inspect the Property and conduct such environmental, soil, mechanical and engineering inspections and such sampling or non-destructive testing (the "Investigations") as Buyer shall deem necessary, subject to the following terms and conditions. A. Buyer shall give Seller and AmeriSteel reasonable prior notice of its intention to inspect the Property or conduct any sampling or testing. Any entry upon the Property and all Investigations shall be at the sole risk and expense of Buyer and shall not interfere with the activities on or about the Property of Seller or AmeriSteel. B. Any such Investigations of the Property shall be at Buyer's sole cost and expense, and Buyer agrees to keep the Property and the Cranes free and clear of any liens which may arise as a result of such inspections, sampling, or testing. C. Buyer shall restore promptly any physical damage caused by the Acquiror, then Investigations of the Acquiror may elect to proceed to Closing Property and/or Cranes so that the Property and Cranes shall so notify be in the Contributor same condition as that which existed prior to such Investigations, and so that Buyer shall not interfere with the expiration conduct of business by AmeriSteel. D. Buyer shall ensure that all actions taken in connection with the Investigations, and the equipment, materials, and substances generated, used or brought onto the Property cause no damage to the Property, the Cranes, or other property of Seller, AmeriSteel, or others. E. Notwithstanding any provision in this Agreement to the contrary, if Buyer shall terminate this Agreement and be entitled to a return 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 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 shall terminate, the Acquiror shall be released from any further liability or obligation when expressly permitted under this Agreement. (b) During the Study Period, the Contributor it 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 be a condition of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any return of the tests or studies made by Deposit that Buyer shall have satisfied its obligations under paragraphs A through D above; should Buyer fail to do so Seller shall have the Acquiror. (d) During right to require the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property Deposit to be made, and, prior to the expiration applied in satisfaction of the Study Period, such obligations and Buyer shall notify the Contributor of remain liable for any defects deficiency in title shown by satisfying 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 Exceptionsobligations.

Study Period. (a) The Acquiror Purchaser shall have the rightStudy Period to physically inspect the Properties, until 5:00 p.m. on review the last day economic data relating to the Assets, conduct appraisals, perform examinations of the physical condition of the Improvements, examine the Real Properties for the presence of Hazardous Materials and compliance with laws, investigate development potential of the Properties, conduct title examinations and lien searches relating to the Assets, the Securities and the Properties, obtain surveys of the Real Properties, review the Lease Documents and the Loan Documents, review the Organizational Documents and other corporate/organizational records relating to the Subsidiaries, review the financial records of the Subsidiaries, review of the Estoppel Certificates and to otherwise conduct any such due diligence review of the Assets, the Subsidiaries and the Properties and all records and other materials related thereto as the Purchaser, in its absolute discretion, deems appropriate. If, between the date of this Agreement and the end of the Study Period, the Purchaser shall, for any reason, or for no reason, in the Purchaser's sole discretion, determine that it does not wish to purchase the Assets, the Purchaser shall be entitled to terminate this Agreement by giving written notice of such termination prior to 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period (the "Termination Notice") and thereafter if thereupon, except for matters specifically surviving the Acquiror notifies termination of this Agreement and any breach of representations and warranties contained herein, the Contributor Meditrust Entities and the Purchaser shall have no further obligations or liabilities to each other hereunder. If the Purchaser does not elect to terminate this Agreement in accordance with the provisions of the foregoing sentence, the Purchaser shall deliver the Deposit to the Escrow Agent prior to 5:00 P.M. East Coast time on the fourth (4th) Business Day following the expiration of the Study Period. The Purchaser shall have until 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period to give the Sellers a written notice (the "Title Objection Notice") that sets forth in reasonable detail (a) any objections that the Acquiror Purchaser has elected to proceed to Closing any title or survey matters affecting any Leased Property that (i) would materially and adversely interfere with the use of such Leased Property (as it is currently being used), (ii) were not disclosed in any of the Existing Title Policies or, if disclosed, the affirmative coverages or endorsements set forth in the manner Existing Title Policies are not available from the Title Company, (iii) were not disclosed in any of the Existing Title Policies and affirmative coverages and/or endorsements reasonably acceptable to the Purchaser are not available from the Title Company and (iv) do not constitute a Meditrust Mortgage or a Mechanics' Lien or (b) that any of the Encumbrances created by any of the Lease Documents and/or any of the Loan Documents is not perfected (the matters described belowin the Title Objection Notice shall be referred to collectively as the "Purchaser Title Objections"). The Sellers shall use their best efforts to cure the Purchaser Title Objections as soon as possible prior to the Closing Date, but in no event shall the Sellers be required to enter upon expend in excess of TEN MILLION DOLLARS ($10,000,000) in the Real Property aggregate to cure the Purchaser Title Objections; PROVIDED, HOWEVER, the provisions of this paragraph shall not limit the Meditrust Entities' obligations under Section 3.3 (h). A Purchaser Title Objection described in the foregoing clause (a) shall be deemed to be cured if such Purchaser Title Objection is (X) released of record or the applicable Encumbrance is perfected and (y) a bond is posted by the Meditrust Parties, an indemnity is given to performthe Title Company by the Meditrust Parties and/or escrow arrangements satisfactory to the Title Company are made by the Meditrust Parties (and such actions result in the issuance of title insurance coverage reasonably acceptable to the Purchaser). Notwithstanding anything to the contrary set forth herein, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as option of the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in Sellers (exercisable at any time prior to the Acquiror's sole, absolute and unreviewable discretionClosing), the acquisition Sellers may elect not to cure the Purchaser Title Objections and in such event (1) each Facility affected by any Purchaser Title Objection that is not cured shall be deemed to be a Rejected Facility in accordance with Section 10.2 hereof, (2) the Purchaser shall have no further obligations or liabilities with respect to such Rejected Facility (and the Property relating thereto) hereunder, (3) on or prior to the Closing Date the applicable Subsidiary that owns such Rejected Facility shall transfer such Rejected Facility to another entity owned or controlled by Meditrust other than any Subsidiary and (4) the Purchaser shall be entitled to a credit toward the Purchase Price in accordance with the provisions of Section 10.2 hereof. In the event that such Termination Notice is not given by the Purchaser prior to 5:00 P.M. East Coast time on the third (3rd) Business Day following the expiration of the Study Period, the Purchaser shall have waived its right to terminate this Agreement or to require that any Facility be treated as a Rejected Facility as a consequence of (a) the physical or environmental condition of the Properties as they exist as of the expiration of the Study Period, (b) other than any Purchaser Title Objections, the state of the title to any Asset or any Property for as it exists on the purposes contemplated by date that is thirty (30) days after the Acquirorexecution of this Agreement (the "Title Review Date"), then (c) the Acquiror may elect Organizational Documents, (d) the form or substance of any Estoppel Certificate required to proceed be delivered hereunder, (e) the failure to Closing obtain any Estoppel Certificate required to be delivered hereunder (PROVIDED, HOWEVER, that any such waiver with respect to the form or substance of or the failure to deliver any Estoppel Certificate shall not limit any of the Express Representations and shall so notify Warranties) and/or (f) any condemnation relating to any Property as of the Contributor expiration of the Study Period (PROVIDED, THAT, to the extent that any such condemnation occurs subsequent to the Title Review Date, the Purchaser has received written notice of any such condemnation prior to the expiration of the Study Period). If for any reason Notwithstanding anything to the Acquiror does not so notify contrary set forth herein, but subject to the Contributor terms of its determination to proceed to Closing the immediately preceding paragraph, it is acknowledged and agreed that no Facility may be treated or designated as a Rejected Facility prior to the expiration date of the Study Period, or if delivery of the Acquiror notifies the Contributor, in writing, prior Deposit 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 AgreementEscrow Agent. (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. Purchaser may elect to perform or have performed, at its expense, such studies and investigations of the Property as Purchaser deems desirable, including without limitation: (a) The Acquiror the physical condition and state of repair of the Property, including structural inspections of the improvements to the Property and inspections of all heating, ventilating, air conditioning, mechanical, electrical, plumbing, and related systems at the Property; (b) surveys, environmental studies, soil studies, and zoning studies; and (c) such other matters relating to the Property as Purchaser deems appropriate. In connection with such studies and investigations, Purchaser, and its representatives, agents, and employees, shall have the right, until 5:00 p.m. on the last day right to take reasonable samples of the Study PeriodProperty's soil. Purchaser shall use best efforts to minimize damage to the Property, and thereafter if not to interfere with Seller's operation of the Acquiror notifies Property, in conducting such studies and inspections. Seller hereby grants to Purchaser, and its representatives, agents, and employees, access to the Contributor that Property at all reasonable times after no less than forty-eight (48) hours prior notice to Seller to permit 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, proper performance of such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as and the Acquiror may deem appropriatetaking of soil samples, provided that, at Seller's option, Purchaser is accompanied by Seller's representative, agent or employee. If Seller shall make a representative, agent or employee of Seller available to Purchaser at no cost to Purchaser in connection with the preceding sentence at reasonable times prior to Settlement upon reasonable prior notice. Notwithstanding anything to the contrary contained in this Agreement, (i) in the event Settlement does not occur hereunder for any reason, then Purchaser shall promptly restore any damage to the Property caused by Purchaser's tests or studies of the Property, in order to return the Property to its prior condition prior to such tests, studies and investigations warrantinvestigations, in the Acquiror's soleand (ii) Purchaser shall indemnify, absolute defend and unreviewable discretionhold harmless Seller from and against any and all costs (including reasonable attorneys' fees and costs), the acquisition damages and liabilities, causes of action, or threats thereof, incurred by or asserted against Seller as a result of tests or studies conducted by or on behalf of Purchaser, or as a result of the access to the Property of Purchaser or its agents, employees, or contractors, including without limitation, claims for personal injury, property damage, and services rendered or materials furnished to or 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 account 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 AgreementPurchaser. (b) 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 policies and site plan materials, correspondence, environmental audits and other related materials or information if any, reports relating to the Property which are inin the Seller's possession. In providing such information to Purchaser, Seller makes no representation or come into, the Contributor's possession or controlwarranty. (c) The Acquiror hereby indemnifies C. In the event Purchaser is satisfied, in its sole and defends absolute discretion, with the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees results of the Acquiror. The Acquirorstudies or investigations, at its own expense, shall restore any damage then Purchaser may elect to proceed to Closing subject to the Real Property caused terms of this Agreement; provided that Purchaser makes such election by any of providing written notice thereof received by Seller during the tests or studies made by period between the Acquiror. Effective Date and 5:00 p.m. on the forty-fifth (d45th) During day after the Effective Date (the "Study Period, the Acquiror, at "). If for any reason Purchaser does not so notify Seller of its expense, shall cause an examination of title election to the Property proceed to be made, and, Closing 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 then 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 Agreement 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 terminated upon expiration of the Study Period. Upon termination of this Agreement in accordance with this Section, the Deposit shall be returned to Purchaser, provided that Purchaser has complied with the restoration and indemnification provisions of Section 4.A and the confidentiality requirements of Section 8.B, and Purchaser shall deliver to Seller all materials relating to the Property provided by Seller to Purchaser, and, if Seller so requests, an assignment agreement assigning all of Purchaser's right, title and interest in and to (if not contractually prohibited) all written studies and investigations prepared for Purchaser in connection with its study of the Property. In addition Purchaser shall provide Seller with copies of all such title exceptions (other than those rendering title unmarketable written studies and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptionsinvestigations in its possession.

Study Period. (a) The Acquiror Acquirer 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 Acquiror's Acquirer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Acquirer may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's Acquirer’s sole, absolute and unreviewable discretion, the acquisition purchase of the Property Interests for the purposes contemplated by the AcquirorAcquirer, then the Acquiror Acquirer 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 Acquirer 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 Acquirer 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 Acquirer 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 AcquirorAcquirer, 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 Acquirer hereby indemnifies and defends the Contributor Contributors against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Acquirer or any agents, contractors or employees of the AcquirorAcquirer. The AcquirorAcquirer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorAcquirer. (d) During the Study Period, the AcquirorAcquirer, 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 Contributors of any defects in title shown by such examination that the Acquiror Acquirer is unwilling to accept. At or prior to Closing, the Contributor The Contributors shall notify the Acquiror Acquirer whether the Contributor is Contributors are willing to cure such defectsdefects and to proceed to Closing. 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 their 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 Acquirer 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 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 Acquiror's Acquirer’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's Acquirer’s title examination and not objected to by the Acquiror Acquirer as provided above shall be deemed Permitted Title Exceptions. If Acquiror Acquirer 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. 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. (a) The Acquiror Acquirer 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 AcquirorAcquirer's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Acquirer may deem appropriate. If such tests, studies and investigations warrant, in the AcquirorAcquirer's sole, absolute and unreviewable discretion, the acquisition of the Property Interests for the purposes contemplated by the AcquirorAcquirer, then the Acquiror Acquirer 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 Acquirer 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 Acquirer 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 Acquirer 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 AcquirorAcquirer, 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 Acquirer hereby indemnifies and defends the Contributor Contributors against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Acquirer or any agents, contractors or employees of the AcquirorAcquirer. The AcquirorAcquirer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorAcquirer. (d) During the Study Period, the AcquirorAcquirer, 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 Contributors of any defects in title shown by such examination that the Acquiror Acquirer is unwilling to accept. At or prior to Closing, the Contributor The Contributors shall notify the Acquiror Acquirer whether the Contributor is Contributors are willing to cure such defectsdefects and to proceed to Closing. 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 their 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 Acquirer 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 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 AcquirorAcquirer's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the AcquirorAcquirer's title examination and not objected to by the Acquiror Acquirer as provided above shall be deemed Permitted Title Exceptions. If Acquiror Acquirer 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 Purchasers 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 Acquiror's Purchasers' expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Purchasers may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's Purchasers' sole, absolute and unreviewable discretion, the acquisition purchase of the Property Interests for the purposes contemplated by the AcquirorPurchasers, then the Acquiror Purchasers 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 does Purchasers do 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 notifies Purchasers notify the ContributorSellers, 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 Purchasers shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor Sellers shall make available to the AcquirorPurchasers, its their 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 Sellers’ possession or control. (c) The Acquiror Purchasers hereby indemnifies indemnify and defends defend the Contributor Sellers against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Purchasers or any agents, contractors or employees of the AcquirorPurchasers. The AcquirorPurchasers, at its their own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorPurchasers. (d) During the Study Period, the AcquirorPurchasers, at its their 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 Sellers of any defects in title shown by such examination that the Acquiror is Purchasers are unwilling to accept. At or prior to Closing, the Contributor The Sellers shall notify the Acquiror Purchasers whether the Contributor is Sellers are willing to cure such defectsdefects and to proceed to Closing. Contributor Sellers 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 ContributorSellers, at its their 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 Sellers are unwilling or unable to cure any other such defects by Closing, the Acquiror Purchasers 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 Sellers 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 Acquiror's Purchasers' prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's Purchasers' title examination and not objected to by the Acquiror Purchasers as provided above shall be deemed Permitted Title Exceptions. If Acquiror Purchasers shall fail to examine title and notify the Contributor Sellers 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 and Purchaser’s potential lessee or manager shall have the right, until 5:00 p.m. p.m., Yountville, California time on the last day of the Study Period, and thereafter if Purchaser notifies Seller in writing prior to the Acquiror notifies expiration of the Contributor Study Period that the Acquiror Purchaser has elected not to proceed to Closing in the manner described belowterminate this Agreement, to enter upon the Real Property upon one (1) business day 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 and Purchaser’s potential lessee may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the Xxxxxx Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive). 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 with this transaction and shall so notify the Contributor Seller and Escrow Agent, in writing prior to the expiration of the Study Period, that Purchaser has elected not to terminate this Agreement. If for any reason the Acquiror whatsoever Purchaser does not so notify the Contributor Seller and Escrow Agent of its determination not to proceed to Closing terminate this Agreement prior to the expiration of the Study Period, or if the Acquiror Purchaser notifies the Contributor, Seller and Escrow Agent in writing, writing prior to the expiration of the Study Period that it has determined not in its sole, absolute and unreviewable discretion, to proceed to Closingterminate this Agreement, this Agreement automatically shall terminate, the Acquiror Deposit shall be promptly returned to Purchaser and Purchaser and Seller shall be released from any all further liability or obligation under hereunder except those which expressly survive a termination of this Agreement. (b) Within twenty (20) days after the Effective Date, Seller shall (i) deliver the following to Purchaser to the extent they exist and are in Seller’s possession or readily available to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 of the Agreement: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, in effect as of the date of this Agreement. (2) To the extent in Seller’s possession or reasonably available to Seller, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals, licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies of all loss history reports. (6) The monthly and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study PeriodPeriod and thereafter until the Closing, the Contributor Seller shall make available to the AcquirorPurchaser, its agents, auditors, engineers, attorneys attorneys, potential lessees 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 Contributor's Seller’s possession or controlcontrol or are otherwise reasonably available to Seller. (c) The Acquiror hereby indemnifies Prior to Purchaser’s entry onto the Land or Improvements, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and defends shall maintain such policy in force until termination of the Contributor Agreement or Closing. Purchaser shall indemnify and defend Seller against any loss, damage or claim for personal injury or property damage arising from entry out of or relating to acts or omissions upon the Real Property by the Acquiror Purchaser or any agents, contractors or employees of Purchaser, unless arising from the Acquirornegligent or willful acts of Seller or any of its agents, contractors or employees. The AcquirorPurchaser, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by Purchaser. This provision shall survive any termination of this Agreement and a closing of the Acquirortransaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) During Within five (5) business days following the Study PeriodEffective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two (2) business days following the Effective Date, Purchaser shall order from the Title Company to furnish to Purchaser, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA Owner’s Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the Acquiror“Title Commitment”), at its expenseand (ii) reports of searches of the Uniform Commercial Code records of Napa County and California (collectively, shall cause an examination of title to the Property to be made, and, prior “UCC Reports”). Prior to the expiration of the Study Period, Purchaser shall notify the Contributor Seller of any defects matters shown on the Survey or identified in title shown by such examination the Title Commitment or the UCC Reports that the Acquiror Purchaser is unwilling to accept. At or prior to Closingaccept (collectively, 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“Purchaser’s Objections”). If such defects any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, 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, notwithstanding anything herein to the Contributorcontrary, at its option, Seller shall either be obligated to pay and discharge (or bond against in which eventa manner sufficient to cause the Title Company to insure over such Purchaser’s Objections) any such Purchaser’s Objections at Closing, the and Escrow Agent is authorized to pay and discharge at Closing) Closing such defects at Closing, Purchaser’s Objections to the extent not paid and discharged or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy bonded against at Closing. If For such purposes, Seller may use all or a portion of the Contributor is unwilling or unable cash to close. Seller shall not be obligated to incur any expenses to cure any other non-monetary Purchaser’s Objections unless Seller agrees to cure such defects by non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure such non-monetary Purchaser’s Objections, subject to Seller’s right to timely withdraw such agreement to cure. If Seller notifies Purchaser in writing within such five (5) day period that Seller agrees to cure such non-monetary Purchaser’s Objections, Seller shall correct such non-monetary Purchaser’s Objections on or before the Acquiror Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement to cure such matters, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objections, and Purchaser shall elect (1) to waive such defects and proceed to Closing non-monetary Purchaser’s Objections without any abatement in the Consideration Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. The Contributor Seller shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist 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, UCC Reports and Survey and not objected to by the Acquiror Purchaser 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 defeasible and those delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser shall not be required to take title to the Real Property subject to any matters which may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Purchaser during the Study Period.

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 shall have the right, until 5:00 p.m. on the last day end of the Study Period, Period (and thereafter if the Acquiror notifies does not notify the Contributor that the Acquiror has elected to proceed to Closing terminate this Agreement in the manner described below, ) to enter upon the Real Property during normal business hours with reasonable notice and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, 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. . (b) If such tests, studies studies, investigations and investigations warrantaudits reveal (i) material structural or environmental problems, or (ii) material discrepancies in the Acquiror's solefinancial statements, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect not 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, writing prior to the expiration of the Study Period that it has determined not to proceed to ClosingClosing for one or more of the reasons set forth in this Section 2.2(b), this Agreement automatically shall terminate, terminate and the Acquiror and the Contributor shall be released from any further liability or obligation under this Agreement. (b) During ; provided, however, that if the Study PeriodAcquiror determines not to proceed to Closing because of a material structural problem, the Acquiror shall provide the Contributor, contemporaneously with the foregoing notice, with the written report from a structural engineer describing the structural problem and the Contributor shall make available have the right to cure such structural problem to the Acquirorsatisfaction of Acquiror within thirty (30) days of its receipt of such report, 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 the Closing shall be extended to the Property which are inlast day of the Hotel accounting period immediately after the date of Closing set forth in Section 6.1, or come into, the Contributor's possession or controlas such date may have otherwise been extended. (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 trusttests, mechanics' liensstudies and investigations do not warrant, 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 consentsole, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination absolute 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.unreviewable

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. During the period beginning on the Effective Date and ending one hundred fifty (a150) days thereafter (the “Study Period”), Tenant shall be provided an opportunity to conduct, at Tenant’s expense, any and all physical inspections and environmental assessments of the Premises Tenant deems necessary (collectively, the “Physical Inspections”). Notwithstanding anything to the contrary contained herein, Tenant shall have no right to alter or in any way damage any portion of the Premises in any respect in connection with its Physical Inspections. In addition, Tenant shall not conduct any surface or subsurface invasive testing of the Premises without Landlord’s prior written approval (which approval shall not be unreasonably withheld or delayed) and unless Xxxxxx has afforded Landlord the opportunity to have a representative present at the testing or sampling. Tenant shall restore the Premises to its condition immediately prior to the commencement of the Physical Inspections. Tenant and each independent contractor or agent of Tenant who will enter onto the Premises on behalf of Tenant prior to the Closing for the purpose of conducting Physical Inspection shall, as a condition to its right to enter the Premises, provide to Landlord a certificate of insurance showing that they maintain in full force and effect a policy of commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence, including bodily injury and property damage and contractual liability coverage to insure the indemnity obligations under this Lease. Landlord shall be listed as an additional insured on each such insurance certificate. Tenant agrees to indemnify, defend and hold harmless Landlord, its shareholders, affiliates, directors, officers, employees and agents (the “Landlord Indemnitees”) against and in respect of, any and all damages, claims, losses, liabilities, costs and expenses (including, without limitation, reasonable legal, accounting, consulting, engineering and other expenses), which may be imposed upon, incurred by or assessed against any of the Landlord Indemnitees arising out of, in connection with, or relating to Xxxxxx’s Physical Inspections and tests on the Premises, including, without limitation, claims of injury to persons or damage to property. The Acquiror restoration and indemnity obligations of Tenant under this Section 1 shall survive the termination of this Lease. Except as may be required by law (provided that Xxxxxx first notifies Landlord and allows Landlord the opportunity to challenge any such requirement), prior to Closing, Xxxxxx agrees to keep any reports generated as a result of any inspections, assessments or testing conducted by or on behalf of Tenant, together with any and all information provided by Landlord (collectively, the “Confidential Information”) strictly confidential and shall not disclose the Confidential Information to any third party, other than employees, consultants, attorneys or prospective lenders of Tenant who are involved in the transaction on behalf of Tenant (provided that such third parties agree to be subject to the same confidentiality limitations as contained herein), and Tenant and such third parties shall not use the Confidential Information other than in connection with their examination of the Premises. Tenant shall provide Landlord with a copy of all written reports and inspections Tenant receives as a result of any inspections, assessments or testing conducted by or on behalf of Tenant. In addition, if this Lease is terminated for any reason, Tenant shall provide Landlord with, and assign to Landlord its rights (to the extent such rights are assignable) under, all title, survey, environmental and other reports and materials which it shall have generated or received prior to or during the Study Period. If Tenant shall determine, in the exercise of its sole and absolute discretion, that the Premises are not acceptable to Tenant for any reason, Tenant shall have the right, until 5:00 p.m. on the last day right to terminate this Lease by notifying Landlord of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing such termination 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 writing prior to the expiration of the Study Period. If for any reason the Acquiror does not Tenant fails to so notify the Contributor Landlord of its determination to proceed to Closing Tenant’s termination of this Lease 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 then Tenant shall terminate, the Acquiror shall be released from have waived 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 not, after the date of Lease pursuant to 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 ExceptionsSection 1.

Study Period. Seller hereby grants to Buyer and Buyer’s agents, employees, engineers, contractors, and surveyors the right to enter the Property upon reasonable notice to Seller, at any reasonable time for purposes of performing tests, investigations, surveys and studies all to be performed at the sole expense of Buyer in accordance with the following conditions: (a) The Acquiror Buyer shall not undertake any intrusive or invasive testing without Seller’s prior written consent. Buyer shall not be permitted to meet with any governmental authorities in relation to the Property without providing prior notice to Seller and affording Seller the opportunity to participate in any such meeting, as Seller may deem necessary, in Seller’s sole discretion. (b) In the event of any damage to the Property by Buyer’s agents, employees, engineers, contractors or surveyors, Buyer shall restore the Property to the condition that existed prior to such damage. Buyer hereby indemnifies, defends and holds harmless Seller from and against any and all claims, damages, expenses, liens and liabilities (including, without limitation, reasonable attorneys’ fees and court costs) arising, directly or indirectly, from any damage to persons and/or property and Buyer shall repair any damage to the Property, resulting from or relating to, Buyer’s exercise of its right of entry and inspection pursuant to this Contract or otherwise. This indemnity shall survive the termination of this Contract. (c) Prior to entry onto the Property and throughout the course of investigations and studies conducted on the Property, Buyer and Buyer’s agents and inspectors conducting such studies, shall obtain and maintain comprehensive general liability insurance covering Buyer, Buyer’s agents, or Buyer’s inspectors, entry on the Property and inspections thereof, which insurance shall be in an amount equal to One Million Dollars ($1,000,000.00) for any one occurrence or accident with an aggregate of Two Million Dollars ($2,000,000.00), and shall name Seller as an additional insured thereunder. Buyer shall, if and when requested by Seller, provide Seller with a copy of its certificate of insurance evidencing such insurance. (d) Buyer shall have the right, until 5:00 p.m. pm EST on the last day of that is Sixty (60) days from the Effective Date, hereafter defined (the “Study Period, ”) to determine that (i) the Property is suitable for Buyer’s proposed use and thereafter if (ii) Buyer is satisfied with 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 condition of the Property for (collectively “Buyer’s Requirements”). If the purposes contemplated by Property fails to meet Buyer’s Requirements, in Buyer’s sole discretion, and Buyer delivers to Seller written notice of such failure and specific termination of the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor Contract 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, then, Buyer’s Xxxxxxx Money Deposit will be returned to the Buyer and this Contract shall thereby be terminated and neither party shall have any further rights or if the Acquiror notifies the Contributor, in writing, liabilities under this Contract except as specifically provided herein. If Buyer does not terminate this Contract by specific written notice to Seller 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, then, in that event, (aa) Buyer’s Requirements shall notify be deemed to be satisfied or waived, (bb) Buyer shall pay the Contributor Additional Xxxxxxx Money Deposit in accordance with Section 4(b) of this Contract, if applicable, (cc) this Contract shall remain in full force and effect, and (dd) the Xxxxxxx Money Deposit shall be non-refundable except in the event the Closing does not occur because of Seller’s default. Notwithstanding anything contained herein to the contrary, Seller shall have the opportunity, but not the obligation, to be present at any defects in title shown testing or inspection of the Property conducted by such examination that the Acquiror is unwilling to accept. At Buyer or its agents prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cureand a right, but not the obligation, to review all results of same. (e) Prior to Closing, Buyer will, pursuant to the terms hereof, have made such examination of the Property and all matters relating to this transaction as Buyer deems necessary. In entering into this Contract, Buyer has not been induced by and has not relied upon any representation, warranty or statement, whether express or implied, made by Seller or any agent, employee, or other representative of Seller, or by any broker or any other person representing or purporting to represent Seller. At Closing, if requested by Seller, Buyer shall reaffirm the acknowledgments made in this section on a form acceptable to Seller, in its sole discretion, and notwithstanding any such reaffirmation or acknowledgment made in writing, Buyer’s acceptance of the Deed shall be deemed conclusive evidence of Buyer’s reaffirmation of the representations made in this section, along with all other representations and warranties made by Buyer herein, all of which shall be deemed to have survived Closing. (f) Buyer and Seller agree and acknowledge that nothing contained in this Contract shall be deemed an authorization of Buyer to act as agent of Seller in connection with the Property. Buyer and its agents and employees and other authorized designees may not contract, orally or in writing, for any services of any person that could give rise to a lien under applicable law, whether statutory or equitable, upon the Property or any portion thereof, without prior written consent of Seller separate and apart from this Contract. Buyer is hereby obligated to inform all parties performing services or materials for or on account of Buyer in connection with the exercise of its rights under this Contract that such parties shall not be obligated permitted to cure such defectsfile any notice of claim of lien or lien action against the Property or any portion thereof. If such defects consist requested by Seller, Buyer shall procure at Buyer’s sole cost and expense, a lien waiver, in form and substance acceptable to Seller, in Seller’s sole discretion, from any party performing services or providing materials for Buyer in connection with exercising its rights under this Contract. (g) Buyer will provide Seller, or any third party identified by Seller, with full and complete copies of deeds of trust, mechanics' liens, tax liens any Phase I environmental report or other liens or charges in a fixed sum or capable of computation as a fixed sumany data and reports generated from samples collected from the Property (collectively, the Contributor“Investigation Reports”), at its optiononly if so requested in writing by Seller. Except as provided herein, Buyer shall either pay and discharge not disclose the Investigation Reports to any third party, without written approval by Seller, unless disclosure is required of Buyer by applicable laws or regulations (in which eventevent Buyer shall immediately provide notice, if not prohibited by law, to Seller of same). Buyer may disclose the Escrow Agent is authorized Investigation Reports to pay and discharge at Closing) such defects at Closing, Buyer’s attorney or provide bonds or indemnities in favor environmental consultant who are advising Buyer on the purchase of the Title Company Property, provided that they agree in order writing to remove such items from comply with 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 non-disclosure requirements of this Agreement, subject provision. In the event Buyer acquires the Property to any liensfrom Seller, 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 this provision shall not no longer 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 Exceptionsapplicable.

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 Brandywine OP and its agents, contractors and duly authorized representatives shall have the right, until 5:00 p.m. p.m., Dallas, Texas time on the last day of the Study Period, and thereafter if unless, as provided below, Brandywine OP notifies Xxxxxxxx in writing prior to the Acquiror notifies expiration of the Contributor Study Period that the Acquiror Brandywine OP has elected to proceed to Closing in the manner described belowterminate this Agreement, to enter upon the Real Property and to perform, at the AcquirorBrandywine OP's expense, such economic, surveying, engineering, topographic, environmental, topographic marketing and marketing other tests, studies and investigations as the Acquiror Brandywine OP may deem appropriate. If such tests, studies and investigations do not warrant, in the AcquirorBrandywine OP's sole, absolute and unreviewable discretion, the acquisition of the Property Assigned Partnership Interests and the Purchased Stock for the purposes contemplated by the AcquirorBrandywine OP, then the Acquiror Brandywine OP may elect not to proceed to Closing with this transaction 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 Xxxxxxxx and Escrow Agent, in writing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributorthat Brandywine OP has elected to terminate this Agreement, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, which event this Agreement automatically shall terminate, the Acquiror Deposit shall be promptly returned to Brandywine OP and Brandywine OP, Xxxxxxxx and PPL shall be released from any all further liability or obligation under hereunder except those which expressly survive a termination of this Agreement. (b) During the Study Period, the Contributor shall make available . If Brandywine OP does not so notify Xxxxxxxx of its determination 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, terminate this Agreement prior to the expiration of the Study Period, then Brandywine OP shall notify be deemed to have waived its right to terminate this Agreement pursuant to this SECTION 2.4. (b) Xxxxxxxx has delivered or made available at the Contributor of any defects in title shown by such examination that Property the Acquiror is unwilling following 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 Brandywine OP: (1) to waive such defects and proceed to Closing without any abatement Copies of all Leases in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after effect as of the date of this Agreement, subject together with, to the extent in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, copies of all correspondence received from or sent to tenants of the Property. (2) a Rent Roll (herein so called) certificate (with current rent roll and accounts receivable report attached) for the Property containing the following information with respect to each Lease: (i) a description of the space occupied thereby (including square feet, type of space, floor and tenant's pro rata share of common elements), (ii) tenant's name, (iii) the commencement date and expiration date thereof, (iv) the rental rate per square foot, (v) the amount of fixed monthly rental, (vi) the amount of any liens, encumbrances, covenants, conditions, restrictions, easements percentage or other title matters or seek any zoning changes or take additional rental and/or common area maintenance, tax, insurance and operating expenses and any other action charges payable thereunder and, if applicable, the base year used in each Lease, (vii) the amount of any prepayment in rental, (viii) the amount of the security deposit or any other deposit thereunder, (ix) any free rent, concessions, rebates, refunds, refurbishment allowances or other inducements which any tenant will be entitled to receive after December 31, 2000 (including, without limitation, any of the foregoing that may affect be payable in connection with renewals, extensions or modify expansions expressly contemplated in any of such Leases), (x) any options provided thereunder, including, without limitation, any renewal options, expansion options, purchase options and rights of first refusal and (xi) delinquency in rental or other charges set forth in the status attached accounts receivable report. (3) To the extent in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, copies of title all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals (including drawings and enacting ordinances, if any), special exceptions, variances, and licenses issued by Governmental Authorities having jurisdiction over the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed Property and copies of all certificates issued 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 local board of any such title objections by the end of the Study Period, all such title exceptions fire underwriters (or other than those rendering title unmarketable and those that are to be paid at Closing as provided abovebody exercising similar functions) shall be deemed Permitted Title Exceptions.relating to

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 shall have the right, until 5:00 p.m. on the last day end of the Study Period, Period (and thereafter if the Acquiror notifies does not notify the Contributor that the Acquiror has elected to proceed to Closing terminate this Agreement in the manner described below, ) to enter upon the Real Property during normal business hours with reasonable notice and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, 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. . (b) If such tests, studies studies, investigations and investigations warrantaudits reveal (i) material structural or environmental problems, or (ii) material discrepancies in the Acquiror's solefinancial statements, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect not 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 ClosingClosing for one or more of the reasons set forth in this Section 2.3(b), this Agreement automatically shall terminate, the Deposit shall be returned to the Acquiror and upon return of the Deposit, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During ; provided, however, that if the Study PeriodAcquiror determines not to proceed to Closing because of a material structural problem, the Acquiror shall provide the Contributor with the written report from a structural engineer describing the structural problem and the Contributor shall make available have the right to cure such structural problem within thirty (30) days to the satisfaction of 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 the Closing shall be extended to the Property which are inlast day of the Marriott accounting period immediately after the date of Closing set forth in Section 6.1, or come into, the Contributor's possession or controlas such date may have otherwise been extended. (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 trusttests, mechanics' liensstudies and investigations do not warrant, 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 consentsole, which consent shall not be unreasonably withheld or delayed. All title matters revealed by absolute and unreviewable discretion, 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 acquisition of the Study PeriodProperty for any reason not set forth in Section 2.3(b) or 2.3(f), all such title exceptions (other than those rendering title unmarketable and those that are or if Acquiror has not received a firm commitment from Mortgagee in form acceptable to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.Acquiror,

Study Period. (a) The Acquiror Brandywine OP and its agents, contractors and duly authorized representatives shall have the right, until 5:00 p.m. p.m., Dallas, Texas time on the last day of the Study Period, and thereafter if unless, as provided below, Brandywine OP notifies Xxxxxxxx in writing prior to the Acquiror notifies expiration of the Contributor Study Period that the Acquiror Brandywine OP has elected to proceed to Closing in the manner described belowterminate this Agreement, to enter upon the Real Property and to perform, at the AcquirorBrandywine OP's expense, such economic, surveying, engineering, topographic, environmental, topographic marketing and marketing other tests, studies and investigations as the Acquiror Brandywine OP may deem appropriate. If such tests, studies and investigations do not warrant, in the AcquirorBrandywine OP's sole, absolute and unreviewable discretion, the acquisition of the Property Assigned Partnership Interests and the Purchased Stock for the purposes contemplated by the AcquirorBrandywine OP, then the Acquiror Brandywine OP may elect not to proceed to Closing with this transaction 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 Xxxxxxxx and Escrow Agent, in writing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributorthat Brandywine OP has elected to terminate this Agreement, in writingwhich event this Agreement automatically shall terminate, the Deposit shall be promptly returned to Brandywine OP and Brandywine OP, Xxxxxxxx and PPL shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Brandywine OP does not so notify Xxxxxxxx of its determination to terminate this Agreement prior to the expiration of the Study Period that it has determined not Period, then Brandywine OP shall be deemed to proceed have waived its right to Closing, terminate this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under pursuant to this AgreementSection 2.4. (b) Xxxxxxxx has delivered or made available at the Property the following to Brandywine OP: (1) Copies of all Leases in effect as of the date of this Agreement, together with, to the extent in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, copies of all correspondence received from or sent to tenants of the Property. (2) a Rent Roll (herein so called) certificate (with current rent roll and accounts receivable report attached) for the Property containing the following information with respect to each Lease: (i) a description of the space occupied thereby (including square feet, type of space, floor and tenant's pro rata share of common elements), (ii) tenant's name, (iii) the commencement date and expiration date thereof, (iv) the rental rate per square foot, (v) the amount of fixed monthly rental, (vi) the amount of any percentage or other additional rental and/or common area maintenance, tax, insurance and operating expenses and any other charges payable thereunder and, if applicable, the base year used in each Lease, (vii) the amount of any prepayment in rental, (viii) the amount of the security deposit or any other deposit thereunder, (ix) any free rent, concessions, rebates, refunds, refurbishment allowances or other inducements which any tenant will be entitled to receive after December 31, 2000 (including, without limitation, any of the foregoing that may be payable in connection with renewals, extensions or expansions expressly contemplated in any of such Leases), (x) any options provided thereunder, including, without limitation, any renewal options, expansion options, purchase options and rights of first refusal and (xi) delinquency in rental or other charges set forth in the attached accounts receivable report. (3) To the extent in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals (including drawings and enacting ordinances, if any), special exceptions, variances, and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. For the purpose of this Agreement any Submission Matters in the possession of Xxxxxxxx or Xxxxxxxx' management company shall be deemed to be "reasonably available to Xxxxxxxx." (4) To the extent in Xxxxxxxx' possession or reasonably available to Xxxxxxxx: (X) operating statements showing all income and expenses, profits and losses of the Property for the previous three (3) calendar years, which shall reflect (i) ad valorem taxes for the City, County and State or Commonwealth; (ii) expenses incurred for such period for water, electricity, natural gas and other utility charges; (iii) other operating expenses; (iv) total rents collected from tenants for such periods; and (v) other revenue collected and nature of such revenue; and (Y) financial statements for the Property for the previous three (3) calendar years, including, if available, the reports of accountants thereon. (5) Operating and capital expenditure budgets for the current calendar year and, to the extent in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, for the previous three (3) calendar years. (6) All existing surveys and title policies for the Property that are reasonably available to Xxxxxxxx. (7) A complete list of all Operating Agreements and leasing commission agreements relating to the Property in effect as of the date of this Agreement and complete copies of all such Operating Agreements and leasing commission agreements. (8) A complete list of all Tangible Personal Property. (9) To the extent in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, any information in Xxxxxxxx' possession or reasonably available to Xxxxxxxx regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (10) A complete list of all Warranties and Guaranties in effect as of the date of this Agreement and complete copies of all such Warranties and Guaranties. (11) Copies of all soil tests, structural engineering tests, inspection reports, asbestos surveys, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, together with copies of any and all correspondence, reports and other written documentation regarding the environmental aspects of the property or any toxic substances or equipment affecting or related to the Property. (12) If in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, copies of complete sets of all architectural, mechanical, structural and/or electrical plans and specifications used in connection with the construction of or alterations or repairs to the Property. (13) If in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, copies of as-built plans and specifications for the Property. (14) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Xxxxxxxx' possession or reasonably available to Xxxxxxxx. (15) To the extent in the possession of Xxxxxxxx or any affiliate of Xxxxxxxx or Xxxxxxxx' property manager, copies of credit reports and financial information on all tenants in possession of any of the Property and of any guarantors of such tenants' obligations. (16) Copies of all approvals from any owners associations having jurisdiction over the Real Property and copies of all correspondence from any such owners association. (17) Copies of the Existing Notes, Existing Liens and copies of any uncured notices of default or event of default from the holder(s) of the Existing Notes. (18) A copy of each Ground Lease, and all amendments thereto. (19) Copies of the Partnership Agreements and the organizational documents and minute books of each of Southpoint Inc. and Valleybrooke Inc., and financial statements and tax returns for each of the Partnerships, Southpoint Inc. and Valleybrooke Inc. for the years 1998, 1999 and 2000, to the extent reasonably available to Xxxxxxxx. (20) Copies of all Insurance Policies in effect, together with the name and telephone number of either a contact person at each insurance company or the insurance broker involved with the issuance of the Insurance Policies. Any reference to a document or information being in the possession of Xxxxxxxx or similar phrase shall be construed to include documents or information currently in the possession of any of the Partnerships or Corporations. During the Study PeriodPeriod and thereafter until the Closing, the Contributor Xxxxxxxx shall make available to the AcquirorBrandywine OP, 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 books, records, financial statements, operating statements and any and all other related materials or information if any, relating to the Partnerships, Southpoint Inc., Valleybrooke Inc. and the Property which are in, or come into, the Contributor's into Xxxxxxxx' possession or controlcontrol or are otherwise reasonably available to Xxxxxxxx from and after the date on which the Submission Matters were delivered to Brandywine OP. (a) but reserves the right to require, and Xxxxxxxx hereby agrees to deliver, to the extent reasonably available to it, any item described in Section 2.4(b) not previously delivered at any time during the period expiring six (6) months after the Closing Date, which agreement shall survive the Closing Date for such six (6) month period. (c) The Acquiror hereby indemnifies Brandywine OP shall indemnify and defends the Contributor defend Xxxxxxxx against any loss, damage or claim for personal injury or property damage (including reasonable attorney's fees) arising from the entry upon the Real Property pursuant to this Section 2.4 by the Acquiror Brandywine OP or any agents, contractors or employees of the AcquirorBrandywine OP. The AcquirorBrandywine OP, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by Brandywine OP. This provision shall survive any termination of this Agreement and a closing of the Acquirortransaction contemplated hereby. (d) On or before 5:00 p.m. Dallas, Texas time on the date that is five (5) days after the date of this Agreement, Xxxxxxxx shall deliver to Brandywine OP, at Xxxxxxxx' sole cost and expense, the most recent Surveys of the Land and the Improvements for all of the Land and Improvements which constitute the Property, which are in the possession of Xxxxxxxx. Such Surveys shall have been prepared by a Surveyor(s) licensed to practice in the State where the Property is located. During the Study Period, Brandywine OP shall have the Acquirorright to update such Surveys, at its Brandywine OP's sole cost. On or before the Closing Date, Brandywine OP shall cause the Title Company to furnish to Brandywine OP, at Xxxxxxxx' sole cost and expense, shall cause (i) a title insurance commitment bearing an examination effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue a ALTA Form Owner's Policy of Title Insurance, showing title to be held currently by the Partnerships in a good, indefeasible and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the "Title Commitment"), and (ii) reports of searches of the Uniform Commercial Code records of both the county and State in which the Property is located (collectively, the "UCC Reports") with respect to the state of title to the Property to be made, and, prior Property. Prior to the expiration of the Study Period, Brandywine OP shall notify the Contributor Xxxxxxxx of any defects matters shown on the Survey or identified in title shown by such examination the Title Commitment or the UCC Reports that the Acquiror Brandywine OP is unwilling to accept. At or prior accept (collectively, "Brandywine OP's Objections"); however, Brandywine OP may not object to Closingany Ground Lease, 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 defectsExisting Notes and Existing Liens. If such defects any of Brandywine OP's Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, 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, notwithstanding anything herein to the Contributorcontrary, at its option, Xxxxxxxx shall either be obligated to pay and discharge (or bond against in which event, a manner sufficient to cause the Title Company to insure over such Brandywine OP's Objections) any such Brandywine OP's Objections and Escrow Agent is authorized to pay and discharge at Closing) Closing such defects at Closing, Brandywine OP's Objections to the extent not paid and discharged or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy bonded against at Closing. If the Contributor is unwilling or unable Xxxxxxxx shall not be obligated to incur any expenses to cure any other non-monetary Brandywine OP's Objections (including, without limitation, any lis pendens filed against the Property) unless Xxxxxxxx agrees to cure such defects by Closingnon-monetary Brandywine OP's Objections as hereinafter provided. Xxxxxxxx shall notify Brandywine OP on or before the Closing Date whether Xxxxxxxx agrees to cure such non-monetary Brandywine OP's Objections. If Xxxxxxxx notifies Brandywine OP in writing on or before the Closing Date that Xxxxxxxx agrees to cure such non-monetary Brandywine OP's Objections, Xxxxxxxx shall correct such non-monetary Brandywine OP's Objections on or before the Acquiror Closing Date to the reasonable satisfaction of Brandywine OP. If Xxxxxxxx does not notify Brandywine OP on or before the Closing Date of its agreement to cure such non-monetary Brandywine OP's Objections, Xxxxxxxx shall be deemed to have elected not to cure such non-monetary Brandywine OP's Objections, and Brandywine OP shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration non-monetary Brandywine OP's Objections or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Brandywine OP and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. The Contributor Xxxxxxxx shall not, after the date of this Agreement, permit the Partnerships to subject the Real Property to or permit or suffer to exist 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 AcquirorBrandywine OP's prior written consent. The Existing Notes, which consent shall not be unreasonably withheld or delayed. All Existing Liens, each Ground Lease and all title matters revealed by the Acquiror's title examination Title Commitment, UCC Reports and Survey and not objected to by the Acquiror Brandywine OP 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 defeasible and those delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing or bonded against as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Brandywine OP shall not be required to close the transactions described in this Agreement if title to the Real Property on the Closing Date is subject to any matters which (i) may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Brandywine OP during the Study Period and (ii) impairs title to any portion of the Property and will not be released or bonded against on or before the Closing Date. If a title exception is disclosed by the Title Company which was not shown in the Title Commitment or Survey and was not the result of any of the Partnerships' acts or omissions, then, unless Xxxxxxxx notifies Brandywine OP in writing by the Closing Date that Xxxxxxxx agrees to take such action as may be necessary to release such title exception on or before the Closing Date, Brandywine OP may (i) terminate this Agreement by written notice to Xxxxxxxx, in which event the Deposit shall be promptly returned to Brandywine OP and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement, or (ii) waive its objections to such title exception and consummate the transactions contemplated herein.