Common use of Study Period Clause in Contracts

Study Period. (a) The Purchaser shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, topographic, environmental and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to make, Purchaser decides to proceed with the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or notifies the Seller 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form any further liability or obligation under this Agreement. (b) During the Study Period, the Seller shall make available to the Purchaser, 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 materials or information relating to the Property which are in, or come into, the Seller's possession or control. (c) The Purchaser shall indemnify and defend the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by the Purchaser. (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 Purchaser, at its expense, shall obtain a Title Commitment, and prior to the expiration of the Study Period, shall notify the Seller of any defects in title shown by such Title Commitment that the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The 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 Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during the Study Period.

Study Period. (a) The Purchaser Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Purchaser Acquiror notifies the Seller Contributors that the Purchaser Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the PurchaserAcquiror's expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser Acquiror may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Acquiror's sole, absolute and unreviewable discretion, the purchase of the Property Interests for the purposes contemplated by the PurchaserAcquiror, then the Purchaser Acquiror may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Contributors prior to the expiration of the Study Period. If for any reason, in reason the Purchaser's sole, absolute and unreviewable discretion, the Purchaser Acquiror does not so notify the Seller and the Escrow Agent Contributors of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Seller and the Escrow AgentContributors, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent Acquiror shall be released form from any further liability or obligation under this Agreement. (b) During the Study Period, the Seller Contributors shall make available to the PurchaserAcquiror, 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 Seller's Contributors' possession or control. (c) The Purchaser shall indemnify Acquiror hereby indemnifies and defend defends the Seller Contributors against any loss, damage or claim arising from entry upon the Real Property by the Purchaser Acquiror or any agents, contractors or employees of the PurchaserAcquiror. The PurchaserAcquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the PurchaserAcquiror. (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 PurchaserAcquiror, at its expense, shall obtain a Title Commitmentcause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall notify the Seller Contributors of any defects in title shown by such Title Commitment examination that the Purchaser Acquiror is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period")At or prior to Closing, the Seller Contributors shall notify the Purchaser Acquiror whether the Seller is Contributors are willing to cure such defects. If the Purchaser agrees to proceed to Closing prior to the end of the Study Period Contributors may cure, but before the Seller responds to title issues during the Title Response Period, the Purchaser shall not have waived any of its rights with regard to title issues as set forth herein. If the Seller is willing be obligated 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, thenthe Contributors, to that extentat its option, and notwithstanding the foregoing, the Seller shall be obligated to either pay and discharge and (in which event, the title agent or company conducting the Closing 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 Seller's proceeds the Title Policy at Closing. If the 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 Seller 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 or the use of the Property without the PurchaserAcquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the PurchaserAcquiror's title examination and not objected to by the Purchaser Acquiror as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Acquiror shall fail to examine title and notify the foregoing, Contributors of any such title objections by the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date end of its examination of title to the 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. 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 Purchaser 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 Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, Study Period at the Purchaser's expense, such economic, surveying, engineering, topographic, environmental and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to make, Purchaser decides to proceed with the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, any time prior to the originally scheduled expiration of the Study Period. If for any reasonNotwithstanding the foregoing, in the Purchaser's soleevent Buyer has elected to extend the Study Period pursuant to the foregoing sentence, absolute and unreviewable discretionBuyer obtains a Financing Commitment reasonably acceptable to Buyer prior to scheduled expiration of the Study Period, the Purchaser does not so notify the Buyer shall provide written notice to Seller that it has received a Financing Commitment reasonably acceptable to Buyer and the Escrow Agent Study Period shall be deemed to expire on the date of its determination such notice. Buyer shall have a continuing right of access, as described in Section 12.1(b), to proceed to Closing conduct such studies. At any time prior to the expiration of the Study Period, Buyer may notify Seller in writing that Buyer has determined, for any or notifies the Seller and the Escrow Agentno 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 Closingcooperate with Buyer. Seller shall provide to Buyer any further Property Information discovered by Seller, this Agreement automatically shall terminate, coming into Seller’s possession or produced by Seller after the Deposit shall be returned initial delivery or availability (or Seller becomes aware of any changes to the Purchaser Property Information previously provided to Buyer), and upon shall continue to make available the return same during the pendency of the Deposit, the Purchaser and the Escrow Agent shall be released form any further liability or obligation under 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 Seller shall while thereon and with minimal disruption, make available to the Purchasernon-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 and/or copyingmake structural, copies of all existing architectural mechanical, architectural, zoning, land use, market 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 make any and all other materials or information relating to inspections of the Property which are inand other Assets deemed appropriate by Buyer, or come intoall at Buyer’s expense, the Seller's possession or controlsubject to Section 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 Purchaser rights and obligations of the parties under this Section 12.1(c) shall indemnify and defend survive the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser Closing or any agents, contractors or employees of the Purchaser. The Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by the Purchaser. (d) The Seller agrees to provide to the Purchaser, within five business days following the date earlier termination 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 Purchaser, at its expense, shall obtain a Title Commitment, and prior to the expiration of the Study Period, shall notify the Seller of any defects in title shown by such Title Commitment that the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The 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 Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during the Study Period.

Study Period. (a) The Purchaser Acquiror shall have the right, until 5:00 p.m. on the last day end of the Study Period, Period (and thereafter if the Purchaser notifies Acquiror does not notify the Seller Contributor that the Purchaser 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 PurchaserAcquiror's expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser Acquiror may deem appropriate; including review by Purchaser's Board of Directors. . (b) If after such tests, studies studies, investigations and investigations as Purchaser determines to makeaudits reveal (i) material structural or environmental problems, Purchaser decides to proceed with or (ii) material discrepancies in the purchase of financial statements, the Property for the purposes contemplated by the Purchaser, then the Purchaser Acquiror may elect not to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Contributor prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or Acquiror notifies the Seller and the Escrow AgentContributor, 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 Purchaser Acquiror and upon the return of the Deposit, the Purchaser and the Escrow Agent Acquiror shall be released form 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 Seller Acquiror shall make available provide the Contributor with the written report from a structural engineer describing the structural problem and the Contributor shall have the right to cure such structural problem within thirty (30) days to the Purchasersatisfaction of Acquiror, 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 materials or information 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 Seller's possession or controlas such date may have otherwise been extended. (c) The Purchaser shall indemnify If such tests, studies and defend investigations do not warrant, in the Seller against any lossAcquiror's sole, damage or claim arising from entry upon absolute and unreviewable discretion, the Real Property by the Purchaser or any agents, contractors or employees acquisition of the Purchaser. The Purchaser, at its own expense, shall restore Property for any damage to the Property caused by any of the tests reason not set forth in Section 2.3(b) or studies made by the Purchaser. (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 Period2.3(f), the Purchaser, at its expense, Acquiror may elect not to proceed to Closing and shall obtain a Title Commitment, and so notify the Contributor prior to the expiration of the Study Period. If the Acquiror notifies the Contributor, shall notify in writing, prior to the Seller expiration of any defects in title shown by such Title Commitment that the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If the Purchaser agrees that it has determined not to proceed to Closing prior pursuant to the end of the Study Period but before the Seller responds to title issues during the Title Response Periodthis Section 2.3(c), the Purchaser shall not 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 each 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The 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 Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during the Study Period.Other

Study Period. (a) The Purchaser shall have the right, until 5:00 p.m. on the last day -------------- end of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review appropriate 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's Board . Information shall include tax returns, books, accounts, records, contracts, financial reports and statements, organizational documents of Directorsthe LLC including all amendments thereto, if any, and other relevant documents for completing the transactions contemplated in this Agreement. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Purchaser's sole, absolute and unbelievable discretion, the purchase of the Property Interests for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Sellers prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, reason the Purchaser does not so notify the Seller and the Escrow Agent Sellers of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Purchaser notifies the Seller and the Escrow AgentSellers, 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, the Deposit shall be returned to and the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form 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 Seller Sellers shall make available to the Purchaser, 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 reviewsaudits, booksenvironmental report, records, tax returns, bank statementszoning compliance, financial statementsreports from the date of commencement of hotel operations, advance reservations franchise agreement, existing management agreement, deed and room bookings operating and function bookingsservices contracts, rate schedules and any 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 Seller's possession or controlLLC. (c) The Purchaser shall indemnify and defend the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by the Purchaser. (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 Purchaser, at its expense, shall obtain a Title Commitmentmay cause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall notify the Seller Sellers of any defects in title shown by such Title Commitment examination that the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller The Sellers shall notify the Purchaser whether the Seller is Sellers are willing to cure such defects. Sellers may cure, but shall not be obligated to cure such defects. If 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, the Purchaser shall not 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 Sellers are unwilling or unable to cure any such defects by Closing, after having attempted to do so diligently and in good faith, the Purchaser may shall elect (1) to waive such defects and proceed to Closing without any abatement in the Purchase Price Consideration or (2) to terminate this Agreement and receive a full refund return 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at ClosingDeposit with interest thereon. The Seller 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 or the use of the Property without the Purchaser's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Purchaser's title examination and not objected to cured by the Purchaser Sellers as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, the If Purchaser shall not be required fail to take examine title to and notify the Property subject to Sellers of any matters which may arise subsequent to such title objections by the effective date end of its examination of title to the 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 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. (a) The Purchaser Acquiror shall have the right, until 5:00 p.m. on the last day end of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the PurchaserAcquiror's expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser Acquiror may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Acquiror's sole, absolute and unreviewable discretion, the purchase of the Property Interests for the purposes contemplated by the PurchaserAcquiror, then the Purchaser Acquiror may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Contributor prior to the expiration of the Study Period. If for any reason, in reason the Purchaser's sole, absolute and unreviewable discretion, the Purchaser Acquiror does not so notify the Seller and the Escrow Agent Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Seller and the Escrow AgentContributor, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent Acquiror shall be released form from any further liability or obligation under this Agreement. (b) During the Study Period, the Seller Contributor shall make available to the PurchaserAcquiror, 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 Seller's Contributor’s possession or control. (c) The Purchaser shall indemnify Acquiror hereby indemnifies and defend defends the Seller Contributor against any loss, damage or claim arising from entry upon the Real Property by the Purchaser Acquiror or any agents, contractors or employees of the PurchaserAcquiror. The PurchaserAcquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the PurchaserAcquiror. (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 PurchaserAcquiror, at its expense, shall obtain a Title Commitmentmay cause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall may notify the Seller Contributor of any defects in title shown by such Title Commitment examination that the Purchaser Acquiror is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller The Contributor shall notify the Purchaser Acquiror whether the Seller Contributor is willing to cure such defects and to proceed to Closing. Contributor may cure, but shall not be obligated to cure such defects. If 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, the Purchaser shall not 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, thenthe Contributor, to that extentat his option, and notwithstanding the foregoing, the Seller shall be obligated to either pay and discharge and (in which event, the title agent or company conducting the Closing Escrow Agent is authorized to pay and discharge at Closing) such defects from Seller's proceeds at Closing. If the Contributor is unwilling or unable to cure any 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 Seller 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 or the use of the Property without the PurchaserAcquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the PurchaserAcquiror's title examination and not objected to by the Purchaser Acquiror as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Acquiror shall fail to examine title and notify the foregoing, Contributor of any such title objections by the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date end of its examination of title to the 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. For the period from the date of this Agreement through 5 p.m., (aChicago, Illinois time) The 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 Purchaser notifies Property, reviewing Seller’s insurance on the Seller that Property, inspecting the Purchaser has elected state of title and survey to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, conducting such economic, surveying, engineering, topographic, environmental and marketing tests, studies and other investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to make, Purchaser decides to proceed with the purchase of the Property for the purposes contemplated by the Purchaseras Purchaser deems necessary, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior subject to the expiration terms and provisions of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretionthis Agreement (collectively, the Purchaser does not so notify the “Inspections”). Seller further agrees to make its books and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or notifies the Seller 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form any further liability or obligation under this Agreement. (b) During the Study Period, the Seller shall make available to the Purchaser, 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 materials or information records relating to the Property which are inavailable 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 form attached hereto as Exhibit “P,” and made a part hereof (the covenants of Seller described by this sentence shall survive the Closing). Purchaser may also review and make copies of any of Seller’s files, or come into, books and records relating to the Seller's possession or control. (c) The Property. Purchaser shall indemnify and defend the Seller against not conduct any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees environmental studies of the PurchaserProperty 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. The 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 the 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 its own Seller’s sole cost and expense, shall restore any damage to provide Purchaser with a current ALTA survey (the “Survey”) of the Property caused by any of (prepared in accordance with the tests or studies survey certification attached hereto as Exhibit N and made by the Purchaser. (d) The Seller agrees to provide to the Purchasera part hereof), within five business no later than 21-days following from 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 Purchaser, at its expense, shall obtain a Title Commitment, and prior to the expiration of the Study Period, shall notify the Seller of any defects in title shown by such Title Commitment that the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The 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 Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, in 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 cost of the Survey, such cost to be pre-approved by Purchaser prior to Seller ordering said Survey and in any event not be required to take title to the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during the Study Periodexceed Ten Thousand and No/100 Dollars ($10,000.00).

Study Period. For the period from the date of this Agreement through 5 p.m., (aChicago, Illinois time) The 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 Purchaser notifies Property, reviewing Seller’s insurance on the Seller that Property, inspecting the Purchaser has elected state of title and survey to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, conducting such economic, surveying, engineering, topographic, environmental and marketing tests, studies and other investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to make, Purchaser decides to proceed with the purchase of the Property for the purposes contemplated by the Purchaseras Purchaser deems necessary, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior subject to the expiration terms and provisions of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretionthis Agreement (collectively, the Purchaser does not so notify the “Inspections”). Seller further agrees to make its books and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or notifies the Seller 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form any further liability or obligation under this Agreement. (b) During the Study Period, the Seller shall make available to the Purchaser, 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 materials or information records relating to the Property which are in, available for inspection and audit by Purchaser or come into, 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 form attached hereto as Exhibit “P,” and made a part hereof (the covenants of Seller described by this sentence shall survive the Closing). Purchaser may also review and make copies of any of Seller's possession or control. (c) The files, books and records relating to the Property. Purchaser shall indemnify and defend the Seller against not conduct any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees environmental studies of the PurchaserProperty 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. The 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 the 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 its own Seller’s sole cost and expense, shall restore any damage to provide Purchaser with a current ALTA survey (the “Survey”) of the Property caused by any of (prepared in accordance with the tests or studies survey certification attached hereto as Exhibit N and made by the Purchaser. (d) The Seller agrees to provide to the Purchasera part hereof), within five business no later than 21-days following from 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 Purchaser, at its expense, shall obtain a Title Commitment, and prior to the expiration of the Study Period, shall notify the Seller of any defects in title shown by such Title Commitment that the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The 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 Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, in 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 cost of the Survey, such cost to be pre-approved by Purchaser prior to Seller ordering said Survey and in any event not be required to take title to the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during the Study Periodexceed Ten Thousand and No/100 Dollars ($10,000.00).

Study Period. (a) The Purchaser Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Purchaser Acquiror notifies the Seller Contributors that the Purchaser Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the PurchaserAcquiror's expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser Acquiror may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Acquiror's sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by the PurchaserAcquiror, then the Purchaser Acquiror may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Contributors prior to the expiration of the Study Period. If for any reason, in reason the Purchaser's sole, absolute and unreviewable discretion, the Purchaser Acquiror does not so notify the Seller and the Escrow Agent Contributors of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Seller and the Escrow AgentContributors, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent Acquiror shall be released form from any further liability or obligation under this Agreement. (b) During the Study Period, the Seller Contributors shall make available to the PurchaserAcquiror, 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 Seller's Contributors' possession or control. (c) The Purchaser shall indemnify Acquiror hereby indemnifies and defend defends the Seller Contributors against any loss, damage or claim arising from entry upon the Real Property by the Purchaser Acquiror or any agents, contractors or employees of the PurchaserAcquiror. The PurchaserAcquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the PurchaserAcquiror. (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 PurchaserAcquiror, at its expense, shall obtain a Title Commitmentcause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall notify the Seller Contributors of any defects in title shown by such Title Commitment examination that the Purchaser Acquiror is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period")At or prior to Closing, the Seller Contributors shall notify the Purchaser Acquiror whether the Seller is Contributors are willing to cure such defects. If the Purchaser agrees to proceed to Closing prior to the end of the Study Period Contributors may cure, but before the Seller responds to title issues during the Title Response Period, the Purchaser shall not have waived any of its rights with regard to title issues as set forth herein. If the Seller is willing be obligated 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, thenthe Contributors, to that extentat its option, and notwithstanding the foregoing, the Seller shall be obligated to either pay and discharge and (in which event, the title agent or company conducting the Closing 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 Seller's proceeds the Title Policy at Closing. If the 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 Seller 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 or the use of the Property without the PurchaserAcquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the PurchaserAcquiror's title examination and not objected to by the Purchaser Acquiror as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Acquiror shall fail to examine title and notify the foregoing, Contributors of any such title objections by the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date end of its examination of title to the 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 Purchaser OP shall have the right, until 5:00 p.m. on the last day end of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the PurchaserOP's expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser OP may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the purchase OP's sole, absolute and unreviewable discretion, the transfer of the Property for the purposes contemplated by the PurchaserOP, then the Purchaser OP may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Contributor prior to the expiration of the Study Period. If for any reason, in reason the Purchaser's sole, absolute and unreviewable discretion, the Purchaser OP does not so notify the Seller and the Escrow Agent Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the OP notifies the Seller and the Escrow AgentContributor, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent OP shall be released form from any further liability or obligation under this Agreement. (b) During the Study Period, the Seller Contributor shall make available to the PurchaserOP, 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 SellerContributor's possession or control. (c) The Purchaser shall indemnify OP hereby indemnifies and defend defends the Seller Contributor against any loss, damage or claim arising from entry upon the Real Property by the Purchaser OP or any agents, contractors or employees of the PurchaserOP. The PurchaserOP, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the PurchaserOP. (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 PurchaserOP, at its expense, shall obtain a Title Commitmentmay cause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall may notify the Seller Contributor of any defects in title shown by such Title Commitment examination that the Purchaser OP is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller The Contributor shall notify the Purchaser OP whether the Seller Contributor is willing to cure such defects and to proceed to Closing. Contributor may cure, but shall not be obligated to cure such defects. If 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, the Purchaser shall not 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, thenthe Contributor, to that extentat its option, and notwithstanding the foregoing, the Seller shall be obligated to either pay and discharge and (in which event, the title agent or company conducting the Closing Escrow Agent is authorized to pay and discharge at Closing) such defects from Seller's proceeds at Closing. If the Contributor is unwilling or unable to cure any such defects by Closing, the 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 Seller 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 or the use of the Property without the PurchaserOP's prior written consent. All title matters revealed by the PurchaserOP's title examination and not objected to by the Purchaser OP as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If OP shall fail to examine title and notify the foregoing, Contributor of any such title objections by the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date end of its examination of title to the 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 Purchaser Acquiror shall have the right, until 5:00 p.m. on the last day ------------- end of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the PurchaserAcquiror's expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser Acquiror may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Acquiror's sole, absolute and unreviewable discretion, the purchase of the Property Interest for the purposes contemplated by the PurchaserAcquiror, then the Purchaser Acquiror may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Contributor prior to the expiration of the Study Period. If for any reason, in reason the Purchaser's sole, absolute and unreviewable discretion, the Purchaser Acquiror does not so notify the Seller and the Escrow Agent Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Seller and the Escrow AgentContributor, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent Acquiror shall be released form from any further liability or obligation under this Agreement. (b) During the Study Period, the Seller Contributor shall make available to the PurchaserAcquiror, 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 SellerContributor's possession or control. (c) The Purchaser shall indemnify Acquiror hereby indemnifies and defend defends the Seller Contributor against any loss, damage or claim arising from entry upon the Real Property by the Purchaser Acquiror or any agents, contractors or employees of the PurchaserAcquiror. The PurchaserAcquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the PurchaserAcquiror. (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 PurchaserAcquiror, at its expense, shall obtain a Title Commitmentmay cause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall may notify the Seller Contributor of any defects in title shown by such Title Commitment examination that the Purchaser Acquiror is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller The Contributor shall notify the Purchaser Acquiror whether the Seller Contributor is willing to cure such defects and to proceed to Closing. Contributor may cure, but shall not be obligated to cure such defects. If 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, the Purchaser shall not 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, thenthe Contributor, to that extentat his option, and notwithstanding the foregoing, the Seller shall be obligated to either pay and discharge and (in which event, the title agent or company conducting the Closing Escrow Agent is authorized to pay and discharge at Closing) such defects from Seller's proceeds at Closing. If the Contributor is unwilling or unable to cure any 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 Seller 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 or the use of the Property without the PurchaserAcquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the PurchaserAcquiror's title examination and not objected to by the Purchaser Acquiror as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Acquiror shall fail to examine title and notify the foregoing, Contributor of any such title objections by the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date end of its examination of title to the 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 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 Purchaser notifies the Seller that the 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 Purchaser's ’s expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser may deem reasonably appropriate; including review by Purchaser's Board , provided that any such investigation shall be conducted in a manner and be otherwise subject to the terms of Directorsthis Agreement. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify deposit the Seller and the Escrow Agent, in writing, Additional Deposit prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, reason the Purchaser does not so notify deposit the Seller and the Escrow Agent of its determination to proceed to Closing Additional Deposit prior to the expiration of the Study Period, or if the Purchaser notifies the Seller and the Escrow AgentSeller, 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 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 the return of the Initial Deposit, the Purchaser and the Escrow Agent Seller shall be released form 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 Seller shall make or shall have made available to the Purchaser, its designated 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, correspondenceenvironmental audits, environmental audits books and reviews, books, records, tax returnsleases, bank statementscontracts and other related materials, financial statementsdocumentation or information, advance reservations and room bookings and function bookingsif any, rate schedules and any and all other materials or information relating to the Property (including the ownership, operation and maintenance of the Hotel) which are in, or come into, the Seller's ’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 Purchaser shall indemnify indemnify, hold harmless and defend the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The PurchaserPurchaser 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 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 PurchaserPurchaser 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) 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 Purchaser, at its expense, shall obtain a Title Commitment(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 Seller of any defects in title shown by such Title Commitment examination or by the Survey that the Purchaser is unwilling to accept. Within ten five (5) business days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 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 (not otherwise created by the Purchaser), the Seller shall either pay, discharge, or provide sufficient bond to satisfy the Title Company to remove such defects from Owner’s Policy at or prior to Closing. If the Seller is unwilling or unable to cure any other such defects by Closing, after having attempted to do so diligently and in good faith, the Purchaser may shall 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 . Prior to the expiration 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 foregoingStudy Period, the Seller shall be obligated to pay and discharge and notify the Purchaser in writing of any voluntarily liens, encumbrances, covenants, conditions, restrictions, easements or other title agent matters or company conducting any voluntary zoning changes or any other action by the Closing is authorized to pay and discharge such defects from Seller's proceeds at ClosingSeller which may affect or modify the status of title. The Following the expiration of the Study Period, the Seller shall not, after the date of this Agreement, 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 or the use of the Property without the Purchaser's ’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, the Seller shall promptly provide a copy of such notice to the Purchaser. All title matters revealed by the Purchaser's ’s title examination or by the Survey and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Purchaser shall fail to examine title and notify the foregoingSeller 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 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 not have the right, to be required to take title exercised by written notice delivered to the Property subject to any matters which may arise subsequent Seller no later than three (3) days prior to the effective date expiration of its examination the Study Period, to extend the Study Period for fifteen (15) days solely in order to obtain and review whichever or both of title to the Property made 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. For the period commencing on the date of this Agreement and ending ninety (a90) The Purchaser 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 Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, topographic, environmental and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to make, Purchaser decides to proceed with the purchase 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 Purchaserparties 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 Purchaser Buyer may elect terminate this Agreement by delivery of written notice thereof to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, and thereupon the parties hereto shall have no further rights or notifies obligations one to the Seller other hereunder, 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 Deposit 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 Purchaser tests and studies conducted by Buyer and Buyer's entry upon the return 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 DepositProperty. Buyer further agrees, at its sole cost and expense, in the Purchaser and the Escrow Agent shall be released form any further liability event that this Agreement terminates or obligation under this Agreement. (b) During the Study PeriodClosing does not occur hereunder, the to deliver to Seller shall make available to the Purchaser, its agents, auditors, engineers, attorneys and other designees, for inspection and/or copying, 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 reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and the "Study Materials"). Notwithstanding any and all other materials or information relating provision to the Property which are incontrary herein, Buyer's obligations under this section shall survive the expiration or come into, the Seller's possession or control. (c) The Purchaser shall indemnify and defend the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by the Purchaser. (d) The Seller agrees to provide to the Purchaser, within five business days following the date termination 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 Purchaser, at its expense, and shall obtain a Title Commitment, and prior to the expiration of the Study Period, shall notify the Seller of any defects in title shown by such Title Commitment that the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 survive 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The 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 Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during the Study Period.

Study Period. The Purchaser's obligations hereunder shall be contingent upon Purchaser's satisfaction with the results of the environmental reports, structural reports, surveys, title reports and title commitments, relating to the Property and the Loan (athe "Studies") The deemed necessary or desirable by the Purchaser in the Purchaser's sole and absolute discretion. Seller hereby agrees that Purchaser shall have a period of thirty (30) days (the "Study Period") from the date of this Agreement in which to make such Studies as Purchaser deems necessary or appropriate in its sole discretion. Seller hereby permits Purchaser and its agents and hereby authorizes Purchaser and such agents, as representatives of the Seller, to have access to the Property (to the extent permitted under, and subject to the conditions of, the Loan Documents) and to communicate with Borrower, for the purpose of conducting the Studies. Purchaser shall indemnify Seller for any and all liability suffered by Seller which was caused by Purchaser, its agents and employees, in conducting the Studies, which indemnification shall survive the termination of this Agreement. Seller will make available to Purchaser and its representatives Seller's books and records relating to the Loan and the Property. In the event Purchaser determines, based on the results of such Studies, that Purchaser does not wish to proceed with this transaction, Purchaser shall have the right, until 5:00 p.m. on the last day of the Study Period, right and thereafter if the Purchaser notifies the Seller that the Purchaser has elected option to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, topographic, environmental and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to make, Purchaser decides to proceed with the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or notifies the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, terminate this Agreement automatically shall terminate, the Deposit shall be returned upon written notice sent to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form any further liability or obligation under this Agreement. (b) During the Study Period, the Seller shall make available to the Purchaser, 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 materials or information relating to the Property which are in, or come into, the Seller's possession or control. (c) The Purchaser shall indemnify and defend the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by the Purchaser. (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 Purchaser, at its expense, shall obtain a Title Commitment, and prior to the expiration of the Study Period, shall notify the Seller of any defects in title shown by such Title Commitment that the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, in which case neither party shall have any further liability to the other and the Deposit shall be returned to Purchaser shall not have waived any of its rights with regard pursuant to title issues as set forth hereinSection 3. 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 Should 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The 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 Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, the Purchaser shall not be required to take title to promptly thereafter provide Seller with copies of reports and studies prepared in connection with the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during the Study PeriodStudies (with no representatives or warranties with respect thereto).

Study Period. To the extent not otherwise already provided, within five (5) days after the Effective Date, but only to the extent in the care, custody, and control of Seller, Seller shall provide Purchaser with copies of the following information pertaining to the Property (collectively referred to herein as “Seller’s Due Diligence Items”), if any: (a) Copies of existing geotechnical, environmental, soils, engineering and building structural reports; building plans and surveys; and (b) Seller’s owner’s title insurance policy insuring Seller. Provided that Purchaser has provided satisfactory evidence of liability insurance (in such coverage amounts as are reasonably acceptable to Seller) that has coverage that includes its activities and access onto the Property, and identifies Seller as an additional insured, at all times during the Study Period (as hereinafter defined), Purchaser, its agents, employees, representatives and contractors, at Purchaser’s sole cost and expense, shall have the right to enter upon the Property during normal business hours upon giving reasonable notice to Seller to perform such tests, inspections and examinations of the Property as Purchaser deems advisable, with regard to the Property and the use thereof. With respect to the foregoing investigations, Seller shall have the right to have a representative present while such investigations are being conducted by Purchaser and/or its agents, employees, representatives and contractors. In conducting such investigations, Purchaser, its agents, employees, representatives, and contractors, may enter upon the Property and do all things necessary in connection therewith, provided they do not materially or adversely affect the Property, or unreasonably interfere with the use and occupancy of the Property. After completing the foregoing investigations, Purchaser and its agents, employees, representatives and contractors shall repair and restore the Property to substantially the same condition in which it existed prior to conducting such investigations. Purchaser shall, to the extent allowed by law, indemnify, defend, and hold harmless Seller from and against all costs, loss, liability, damage, and expense, of every kind and nature, including reasonable attorneys’ fees and costs, arising out of the activities of Purchaser and its agents, employees, representatives, and contractors upon the Property pursuant to the terms of this Agreement. The foregoing repair and indemnity provisions shall survive any termination of this Agreement, and if this Agreement is not terminated, shall survive Closing on the Property. Purchaser shall have until 5:00 p.m. (Eastern Time), on the date that is ten (10) days after the Effective Date of this Agreement to complete Purchaser’s due diligence on the Property (the “Study Period”). Should Purchaser in its sole and absolute discretion find exception to any of the foregoing materials or for any other reason, Purchaser shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Purchaser notifies right to terminate this Agreement by written notice to the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, topographic, environmental and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to make, Purchaser decides to proceed with the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or notifies the Seller and the Escrow Agent, in writing, prior to the expiration at which time: (i) Purchaser shall return all of the Study Period that it has determined not Seller’s Due Diligence Items to proceed to ClosingSeller, this Agreement automatically shall terminate, the Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form any further liability or obligation under this Agreement. (b) During the Study Period, the also provide Seller shall make available to the Purchaser, its agents, auditors, engineers, attorneys and other designees, for inspection and/or copying, with copies of all existing architectural and engineering studiesthe reports, surveys, title insurance policiesexamination notes, 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 materials or information relating to documentation obtained by Purchaser in connection with the Property which are in, or come into, the Seller's possession or control. (c) The Purchaser shall indemnify and defend the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by the Purchaser. (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 during the Study Period, ; Purchaser; and (ii) The Escrow Agent shall return the Purchaser, at its expense, balance of the Deposit to (iii) This Agreement shall obtain a Title Commitment, be deemed terminated and neither party shall have any liability to the other except for the provisions expressly outlined herein which survive termination and/or Closing. In the event Purchaser does not elect to terminate this Agreement prior to the expiration of the Study Period, the Deposit shall notify the Seller of any defects in title shown by such Title Commitment that become non-refundable except as otherwise provided herein, this Agreement shall become firm, and the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the and Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If the Purchaser agrees to proceed to Closing prior to in accordance with the end of the Study Period but before the Seller responds to title issues during the Title Response Period, the Purchaser shall not 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The Seller shall not, after the date terms of this Agreement. Prior to Closing, subject to the Property extent allowed by law, Purchaser shall treat all information obtained by Purchaser pursuant to the terms of this Agreement as strictly confidential, shall not disclose any such information to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek person and shall not use any zoning changes or take such information for any purpose other action which may affect or modify than the status of title or the use investigation of the Property without the Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected so as to by the Purchaser as provided above shall be deemed Permitted Title Exceptionsconfirm its acceptability for purchase hereunder. Notwithstanding the foregoing, the Purchaser shall not be have the right to disclose such information to potential lenders, its attorneys, accountants, engineers, consultants, and employees, and as required to take title to the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during the Study Periodby law.

Study Period. (a) The Purchaser Acquirer shall have the right, until 5:00 p.m. on the last day end of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's Acquirer’s expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser Acquirer may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the purchase Acquirer’s sole, absolute and unreviewable discretion, the acquisition of the Property Interests for the purposes contemplated by the PurchaserAcquirer, then the Purchaser Acquirer may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Contributors prior to the expiration of the Study Period. If for any reason, in reason the Purchaser's sole, absolute and unreviewable discretion, the Purchaser Acquirer does not so notify the Seller and the Escrow Agent Contributors of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquirer notifies the Seller and the Escrow AgentContributors, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent Acquirer shall be released form from any further liability or obligation under this Agreement. (b) During the Study Period, the Seller Contributors shall make available to the PurchaserAcquirer, 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 Seller's Contributors’ possession or control. (c) The Purchaser shall indemnify Acquirer hereby indemnifies and defend defends the Seller Contributors against any loss, damage or claim arising from entry upon the Real Property by the Purchaser Acquirer or any agents, contractors or employees of the PurchaserAcquirer. The PurchaserAcquirer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the PurchaserAcquirer. (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 PurchaserAcquirer, at its expense, shall obtain a Title Commitmentmay cause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall may notify the Seller Contributors of any defects in title shown by such Title Commitment examination that the Purchaser Acquirer is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller The Contributors shall notify the Purchaser Acquirer whether the Seller is Contributors are willing to cure such defects and to proceed to Closing. Contributors may cure, but shall not be obligated to cure such defects. If 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, the Purchaser shall not 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, thenthe Contributors, to that extentat their option, and notwithstanding the foregoing, the Seller shall be obligated to pay and discharge and (in which event, the title agent or company conducting the Closing Escrow Agent is authorized to pay and discharge at Closing) such defects from Seller's proceeds at Closing. If the Contributors are unwilling or unable to cure any such defects by Closing, the 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 Seller 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 or the use of the Property without the Purchaser's Acquirer’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Purchaser's Acquirer’s title examination and not objected to by the Purchaser Acquirer as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Acquirer shall fail to examine title and notify the foregoing, Contributors of any such title objections by the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date end of its examination of title to the 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 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 Purchaser notifies the Seller that the 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 Purchaser's expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makedo not warrant, Purchaser decides to proceed with in the Purchaser's sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, 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, in the Purchaser's sole, absolute and unreviewable discretion, reason the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing terminate this Agreement prior to the expiration of the Study Period, or notifies the Seller 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 Deposit shall be returned delivered to Seller and this Agreement shall remain in full force and effect, and the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form 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 Seller shall make available to the Purchaser, 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 Seller's possession or control. (c) The Purchaser shall indemnify and defend the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The Purchaser, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Purchaser. (d) The Seller agrees to provide to the Purchaser, within five Within two (2) business days following of 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 Periodhereof, the PurchaserSeller, at its expense, shall obtain a Title Commitment, and prior provide to the expiration Purchaser the following title documents (the "Title Documents"): Comfort Suites, Abstract of Title; Hampton Inn - copies of fee and mortgagee policies dated April 28, 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 Study PeriodTitle Documents, Purchaser shall notify the Seller of any defects in title shown by such Title Commitment examination that the Purchaser is unwilling to acceptrender title unmarketable. Within ten (10) days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 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 Seller shall pay and discharge or shall bond off with a bonding company acceptable to the Purchaser (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 adversely affecting access to or use of the Property as hotels, which defects are (i) not capable of computation as a fixed sum but which are (ii) reasonably determined to be capable of being cured at a cost not to exceed $100,000, then Sellers shall use their best efforts to cure such defect. If the Seller is unwilling or unable to cure any other such defects by Closing, after having attempted to do so diligently and in good faith, the Purchaser may shall 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The 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 Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, the If Purchaser shall not fail to examine title and notify the Seller of any such title objections as set forth herein, all such title exceptions (other than those rendering title unmarketable and those that are to be required to take title to the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during the Study Periodpaid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The 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 Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property Properties and to perform, at the Purchaser's expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in Purchaser's sole, absolute and unreviewable discretion, the purchase of the Property Properties for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior to before the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, the reason Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing prior to before the expiration of the Study Period, or if Purchaser notifies the Seller and the Escrow AgentSeller, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form from any further liability or obligation under this Agreement. (b) During the Study Period, the Seller shall make available to the Purchaser, 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 materials or information relating to the Property which are in, or come into, the Seller's possession or control. (c) The Purchaser shall indemnify and defend the Seller against any loss, damage or claim arising from entry upon the Real Property Properties by the Purchaser or any agents, contractors or employees of the Purchaser. The Purchaser, at its own expense, shall restore any damage to the Property Real 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 Existing 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) 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, Purchaser shall cause an examination of title to the PurchaserProperties to be made, at its expenseand, shall obtain a Title Commitment, and prior to before the expiration of the Study Period, shall notify the Seller of any defects in title shown by such Title Commitment examination that the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 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 Seller'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, Seller shall pay and discharge (and the Title Company is authorized to pay and discharge at Closing) such defects at its expenseClosing. If Except as provided in the immediately preceding sentence, if Seller is unwilling or unable to cure any such defects by ClosingClosing as disclosed to Purchaser in Seller's notice aforesaid, Purchaser shall within five (5) days after having attempted receipt of Seller's notice elect in writing to do so diligently and in good faith, the Purchaser may elect Seller to (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 . Purchaser's failure to notify Seller of mortgages, deeds its election of trust, construction (1) 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 foregoing, the Seller (2) above shall be obligated deemed to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Sellerbe Purchaser's proceeds at Closingelection of (1). The 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 or the use of the Property without the Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected to or waived by the Purchaser as provided above shall be deemed "Permitted Title Exceptions". Notwithstanding the foregoing, the If Purchaser shall not be required fail to take examine title to and notify Seller of any such title objections by the Property subject to any matters which may arise subsequent to the effective date end of its examination of title to the 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. (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 At anytime or times until one hundred twenty (120) days after the Ratification Date of this Agreement (hereinafter the “Study Period”), Purchaser and/or its agents and representatives shall, at Purchaser’s sole risk and expense, and subject to the terms, conditions and restrictions of Paragraph 5(b) below, have the right to enter upon the Property for purposes of conducting such surveys and engineering tests, including test borings, inspections, investigations, and/or studies as Purchaser deems necessary or desirable in order to determine whether the Property is suitable for Purchaser’s intended use thereof. Purchaser agrees to furnish Seller, at no expense to the Seller, with two (2) copies of all results, reports, drawings, etc. of the above within three (3) days after they are received by the Purchaser and, to the extent assignable, Purchaser shall have the assign to Seller all of Purchaser’s right, until 5:00 p.m. title, and interest in and to such copies and the information they contain, effective upon termination of this Agreement for any reason other than Seller’s default hereunder. In addition, Purchaser may conduct such architectural, economic, and other studies of the Property, as Purchaser may deem desirable including those respecting zoning and other matters that may affect the Project and/or the use of the Property for residential development. In the event that Purchaser determines, in its sole discretion, that the Property is not suitable for Purchaser’s intended use thereof, then Purchaser may terminate this Agreement by delivery of written notice thereof to Seller on or before the last day end of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected Deposit, including any interest accrued thereon, shall be refunded in its entirety to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, topographic, environmental and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines fails to make, Purchaser decides to proceed with the purchase timely deliver notice of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing termination prior to the expiration of the Study Period, or notifies Purchaser shall be deemed to have accepted the Seller and the Escrow Agent, in writing, prior to the expiration condition of the Property and waived any right of termination absent a default by Seller of its obligation to deliver good and marketable title at Closing. Purchaser recognizes that time is of the essence with respect to its rights and obligations under this Agreement, including its right to terminate during the Study Period Period, and that it has determined not upon failure to proceed exercise its right to Closing, this Agreement automatically shall terminateterminate during the Study Period, the Deposit shall be returned deemed non-refundable and shall be paid over to the Purchaser and upon the return of the Deposit, the Purchaser Seller in accordance with Paragraph 4(b) and the Escrow Agent shall be released form any further liability or obligation under this Agreement. (b) During the Study Period, the Purchaser and Seller shall make available develop and jointly approve a plan to the Purchaser, its agents, auditors, engineers, attorneys permit an orderly 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 materials or information relating comprehensive test boring analysis to be conducted at the Property which are in, or come into, the Seller's possession or control. (c) The Purchaser shall indemnify and defend the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The Purchaser, at its own expensePurchaser’s cost. Such plan also shall detail the extent of permissible tree removal. Subject to the provisions of such plan, (i) Purchaser shall promptly restore any damage to the Property caused by any of the Purchaser’s tests or studies made of the Property upon the occurrence of such damage, and return the Property to its prior condition, and (ii) Purchaser shall indemnify, defend and hold harmless Seller from and against any and all costs (including reasonable attorneys’ fees and costs), damages and liabilities, causes of action, or threats thereof, incurred by or asserted against Seller as a result of the access to or entry upon the Property by Purchaser, its agents, employees, or contractors, including, without limitation, claims for personal injury, property damage, and services rendered or materials furnished to or for the account of Purchaser. Notwithstanding anything set forth to the contrary in this Agreement, Purchaser’s restoration and indemnification obligations as set forth in this Section shall survive termination or Closing. Purchaser is expressly prohibited from conducting an environmental study of the Property beyond the scope of a Phase I environmental study without the prior written consent of Seller, unless the Phase I study indicates the possible presence of environmental issues, in which case, Purchaser shall have the right, subject to its obligations and the conditions under this Paragraph 5(a), to conduct such additional environmental studies as Purchaser deems warranted. (dc) The If this Agreement is terminated for any reason whatsoever, other than default by Seller hereunder, Purchaser agrees to provide deliver to the Seller, upon request and without charge, copies of any additional test borings, studies, engineering data, drawings, surveys, title reports, etc. prepared by Purchaser, within five business days following or its agents, subsequent to the date of this Agreement, a copy and to the extent assignable, this data shall then become the property of Seller. (d) Purchaser acknowledges that Purchaser will have independently and personally inspected the Property and that Purchaser has entered into this Agreement based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTIES BY SELLER TO PURCHASER OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,” (other than the special warranty of title to be included in the Deed); including specifically (without limiting the generality of the foregoing), any representation or warranty of, as to or respecting: (i) the soil conditions existing at the Property for any particular purpose or developmental potential; (ii) the presence or absence of any existing title insurance policies hazardous substances or marked-up title binders which matter in or on 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 Purchaser, at its expense, shall obtain a Title Commitment, and prior to the expiration ; (iii) compliance of the Study PeriodProperty with any applicable laws, shall notify regulations or other governmental requirements; (iv) the Seller suitability of the Property for the Project or any other purpose and (v) the accuracy of any defects in title shown information provided by such Title Commitment Seller to Purchaser (if any). Purchaser further acknowledges that Seller’s willingness to sell the Property to Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 stated in this Agreement and receive a full refund has been induced, in part, by the agreement 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, Purchaser to that extent, and notwithstanding the foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The Seller shall not, after the date of this Agreement, subject purchase 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 Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during the Study Period“as-is”.

Study Period. (a) The Purchaser Purchasers shall have the right, until 5:00 p.m. on the last day end of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's Purchasers' expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser Purchasers may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Purchasers' sole, absolute and unreviewable discretion, the purchase of the Property Interests for the purposes contemplated by the PurchaserPurchasers, then the Purchaser Purchasers may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Sellers prior to the expiration of the Study Period. If for any reason, in reason the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does Purchasers do not so notify the Seller and the Escrow Agent Sellers of its determination to proceed to Closing prior to the expiration of the Study Period, or notifies if the Seller and Purchasers notify the Escrow AgentSellers, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent Purchasers shall be released form from any further liability or obligation under this Agreement. (b) During the Study Period, the Seller Sellers shall make available to the PurchaserPurchasers, its their 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 Seller's Sellers’ possession or control. (c) The Purchaser shall Purchasers hereby indemnify and defend the Seller Sellers against any loss, damage or claim arising from entry upon the Real Property by the Purchaser Purchasers or any agents, contractors or employees of the PurchaserPurchasers. The PurchaserPurchasers, at its their own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the PurchaserPurchasers. (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 PurchaserPurchasers, at its their expense, shall obtain a Title Commitmentmay cause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall may notify the Seller Sellers of any defects in title shown by such Title Commitment examination that the Purchaser is Purchasers are unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller The Sellers shall notify the Purchaser Purchasers whether the Seller is Sellers are willing to cure such defects and to proceed to Closing. Sellers may cure, but shall not be obligated to cure such defects. If 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, the Purchaser shall not 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, thenthe Sellers, to that extentat their option, and notwithstanding the foregoing, the Seller shall be obligated to either pay and discharge and (in which event, the title agent or company conducting the Closing Escrow Agent is authorized to pay and discharge at Closing) such defects from Seller's proceeds at Closing. If the Sellers are unwilling or unable to cure any such defects by Closing, the 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 Seller 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 or the use of the Property without the Purchaser's Purchasers' prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Purchaser's Purchasers' title examination and not objected to by the Purchaser Purchasers as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Purchasers shall fail to examine title and notify the foregoing, Sellers of any such title objections by the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date end of its examination of title to the 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 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 Purchaser notifies the Seller that the 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 Purchaser's ’s expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by the Purchaserof operating a Hotel, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, reason the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Purchaser notifies the Seller and the Escrow AgentSeller, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form 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 Seller shall make available to the Purchaser, 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 information, if any, relating to the Property which are in, or come into, the Seller's ’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 Purchaser shall indemnify indemnify, hold harmless and defend the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The PurchaserPurchaser 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 Property caused Real 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 cancellation of any such insurance policy, and which recognizes that Purchaser’s insurance shall be primary. (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 Purchaser, at its expense, shall obtain a Title Commitmentcause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall notify the Seller of any defects in title shown by such Title Commitment examination that the Purchaser is unwilling to accept. Within ten (10) days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 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 Seller shall pay and discharge (and the Title Company is authorized to pay and discharge at Closing) such defects at Closing. If the Seller is unwilling or unable to cure any other such defects by Closing, after having attempted to do so diligently and in good faith, the Purchaser may shall 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The 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 Purchaser's ’s prior written consent. All title matters revealed by the Purchaser's ’s title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Purchaser shall fail to examine title and notify the foregoingSeller 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 not be required have the right to take title to the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during extend the Study PeriodPeriod for one (1) additional day for each day after the PIP Delivery Date the PIP was actually delivered to Purchaser.

Study Period. (a) The Purchaser Acquirer shall have the right, until 5:00 p.m. on the last day end of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's Acquirer’s expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser Acquirer may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Acquirer’s sole, absolute and unreviewable discretion, the purchase of the Property Interests for the purposes contemplated by the PurchaserAcquirer, then the Purchaser Acquirer may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Contributors prior to the expiration of the Study Period. If for any reason, in reason the Purchaser's sole, absolute and unreviewable discretion, the Purchaser Acquirer does not so notify the Seller and the Escrow Agent Contributors of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquirer notifies the Seller and the Escrow AgentContributors, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent Acquirer shall be released form from any further liability or obligation under this Agreement. (b) During the Study Period, the Seller Contributors shall make available to the PurchaserAcquirer, 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 Seller's Contributors’ possession or control. (c) The Purchaser shall indemnify Acquirer hereby indemnifies and defend defends the Seller Contributors against any loss, damage or claim arising from entry upon the Real Property by the Purchaser Acquirer or any agents, contractors or employees of the PurchaserAcquirer. The PurchaserAcquirer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the PurchaserAcquirer. (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 PurchaserAcquirer, at its expense, shall obtain a Title Commitmentmay cause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall may notify the Seller Contributors of any defects in title shown by such Title Commitment examination that the Purchaser Acquirer is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller The Contributors shall notify the Purchaser Acquirer whether the Seller is Contributors are willing to cure such defects and to proceed to Closing. Contributors may cure, but shall not be obligated to cure such defects. If 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, the Purchaser shall not 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, thenthe Contributors, to that extentat their option, and notwithstanding the foregoing, the Seller shall be obligated to either pay and discharge and (in which event, the title agent or company conducting the Closing Escrow Agent is authorized to pay and discharge at Closing) such defects from Seller's proceeds at Closing. If the Contributors are unwilling or unable to cure any such defects by Closing, the 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 Seller 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 or the use of the Property without the Purchaser's Acquirer’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Purchaser's Acquirer’s title examination and not objected to by the Purchaser Acquirer as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Acquirer shall fail to examine title and notify the foregoing, Contributors of any such title objections by the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date end of its examination of title to the 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 Purchaser Acquiror shall have the right, until 5:00 p.m. on the last day end of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the PurchaserAcquiror's expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser Acquiror may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Acquiror's sole, absolute and unreviewable discretion, the purchase of the Property Interests for the purposes contemplated by the PurchaserAcquiror, then the Purchaser Acquiror may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Contributor prior to the expiration of the Study Period. If for any reason, in reason the Purchaser's sole, absolute and unreviewable discretion, the Purchaser Acquiror does not so notify the Seller and the Escrow Agent Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Seller and the Escrow AgentContributor, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent Acquiror shall be released form from any further liability or obligation under this Agreement. (b) During the Study Period, the Seller Contributor shall make available to the PurchaserAcquiror, 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 SellerContributor's possession or control. (c) The Purchaser shall indemnify Acquiror hereby indemnifies and defend defends the Seller Contributor against any loss, damage or claim arising from entry upon the Real Property by the Purchaser Acquiror or any agents, contractors or employees of the PurchaserAcquiror. The PurchaserAcquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the PurchaserAcquiror. (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 PurchaserAcquiror, at its expense, shall obtain a Title Commitmentmay cause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall may notify the Seller Contributor of any defects in title shown by such Title Commitment examination that the Purchaser Acquiror is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller The Contributor shall notify the Purchaser Acquiror whether the Seller Contributor is willing to cure such defects and to proceed to Closing. Contributor may cure, but shall not be obligated to cure such defects. If 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, the Purchaser shall not 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, thenthe Contributor, to that extentat his option, and notwithstanding the foregoing, the Seller shall be obligated to either pay and discharge and (in which event, the title agent or company conducting the Closing Escrow Agent is authorized to pay and discharge at Closing) such defects from Seller's proceeds at Closing. If the Contributor is unwilling or unable to cure any 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 Seller 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 or the use of the Property without the PurchaserAcquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the PurchaserAcquiror's title examination and not objected to by the Purchaser Acquiror as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Acquiror shall fail to examine title and notify the foregoing, Contributor of any such title objections by the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date end of its examination of title to the 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. For the period from the date of this Agreement through 5 p.m., (aChicago, Illinois time) The 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 Purchaser notifies Property, reviewing Seller’s insurance on the Seller that Property, inspecting the Purchaser has elected state of title and survey to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, conducting such economic, surveying, engineering, topographic, environmental and marketing tests, studies and other investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to make, Purchaser decides to proceed with the purchase of the Property for the purposes contemplated by the Purchaseras Purchaser deems necessary, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior subject to the expiration terms and provisions of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretionthis Agreement (collectively, the Purchaser does not so notify the “Inspections”). Seller further agrees to make its books and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or notifies the Seller 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form any further liability or obligation under this Agreement. (b) During the Study Period, the Seller shall make available to the Purchaser, 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 materials or information records relating to the Property which are inavailable 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 form attached hereto as Exhibit “P,” and made a part hereof (the covenants of Seller described by this sentence shall survive the Closing). Purchaser may also review and make copies of any of Seller’s files, or come into, books and records relating to the Seller's possession or control. (c) The Property. Purchaser shall indemnify and defend the Seller against not conduct any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees environmental studies of the PurchaserProperty 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. The 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 the 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 its own Seller’s sole cost and expense, shall restore any damage to provide Purchaser with a current ALTA survey (the “Survey”) of the Property caused by any of (prepared in accordance with the tests or studies survey certification attached hereto as Exhibit N and made by the Purchaser. (d) The Seller agrees to provide to the Purchasera part hereof), within five business no later than 21-days following from 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 Purchaser, at its expense, shall obtain a Title Commitment, and prior to the expiration of the Study Period, shall notify the Seller of any defects in title shown by such Title Commitment that the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The 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 Purchaser's prior written consent. All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, in 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 cost of the Survey, such cost to be pre-approved by Purchaser prior to Seller ordering said Survey and in any event not be required to take title to the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made during the Study Periodexceed Ten Thousand and No/100 Dollars ($10,000.00).

Study Period. (a) The Purchaser shall have the right, until 5:00 p.m. on the last day end of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board appropriate 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 Directorsthe Property and UCC, lien, litigation, judgment and bankruptcy searches on the Seller. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Purchaser' sole, absolute and unbelievable discretion, the purchase of the Property Interests for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, reason the Purchaser does do not so notify the Seller and the Escrow Agent of its their determination to proceed to Closing prior to the expiration of the Study Period, or notifies if the Seller and Purchaser notify the Escrow AgentSeller, 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 Deposit shall be returned to and the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form 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 Seller shall make available to the Purchaser, 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 reviewsaudits, booksenvironmental report, recordszoning compliance, tax returns, bank statementsaccounts, financial statementsfranchise agreement, advance reservations deed and room bookings operating and function bookingsservices contracts, rate schedules and any and all other related materials or information if any, relating to the Property which to the extent they are in, or come into, the available in Seller's possession or control’s possession. (c) The Purchaser shall indemnify and defend the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by the Purchaser. (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 Purchaser, at its their expense, shall obtain a Title Commitmentmay cause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall notify the Seller of any defects in title shown by such Title Commitment examination that the Purchaser is are unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the The Seller shall notify the Purchaser whether the Seller is are willing to cure such defects and to proceed to Closing. Seller may cure, but shall not be obligated to cure such defects. If 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, the Purchaser shall not 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, thenthe Seller, to that extentat their option, and notwithstanding the foregoing, the Seller shall be obligated to pay and discharge and (in which event, the title agent or company conducting the Closing Escrow Agent is authorized to pay and discharge at Closing) such defects from Seller's proceeds at Closing. If the Seller are unwilling or unable to cure any such defects by Closing, the Purchaser shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement and receive a return of the Deposit with interest thereon. The Seller shall notshall, 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 or the use of the Property without the Purchaser's ' prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, the If Purchaser shall not be required fail to take examine title to and notify the Property subject to Seller of any matters which may arise subsequent to such title objections by the effective date end of its examination of title to the 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 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. (a) The Purchaser Acquirers shall have the right, until 5:00 p.m. on the last day end of the Study Period, and thereafter if the Purchaser notifies the Seller that the Purchaser has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Purchaser's Acquirers’ expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser Acquirers may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Acquirers’ sole, absolute and unreviewable discretion, the purchase of the Property Interests for the purposes contemplated by the PurchaserAcquirers, then the Purchaser Acquirers may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Contributors prior to the expiration of the Study Period. If for any reason, in reason the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does Acquirers do not so notify the Seller and the Escrow Agent Contributors of its their determination to proceed to Closing prior to the expiration of the Study Period, or notifies if the Seller and Acquirers notify the Escrow AgentContributors, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent Acquirers shall be released form from any further liability or obligation under this Agreement. (b) During the Study Period, the Seller Contributors shall make available to the PurchaserAcquirers, 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 Seller's Contributors’ possession or control. (c) The Purchaser shall Acquirers hereby indemnify and defend the Seller Contributors against any loss, damage or claim arising from entry upon the Real Property by the Purchaser Acquirers or any agents, contractors or employees of the PurchaserAcquirers. The PurchaserAcquirers, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the PurchaserAcquirers. (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 PurchaserAcquirers, at its expense, shall obtain a Title Commitmentmay cause an examination of title to the Property to be made, and and, prior to the expiration of the Study Period, shall may notify the Seller Contributors of any defects in title shown by such Title Commitment examination that the Purchaser is Acquirers are unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller The Contributors shall notify the Purchaser Acquirers whether the Seller is Contributors are willing to cure such defects and to proceed to Closing. Contributors may cure, but shall not be obligated to cure such defects. If 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, the Purchaser shall not 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, thenthe Contributors, to that extentat their option, and notwithstanding the foregoing, the Seller shall be obligated to either pay and discharge and (in which event, the title agent or company conducting the Closing Escrow Agent is authorized to pay and discharge at Closing) such defects from Seller's proceeds at Closing. If the Contributors are unwilling or unable to cure any such defects by Closing, the 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 Seller 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 or the use of the Property without the Purchaser's Acquirers’ prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Purchaser's Acquirers’ title examination and not objected to by the Purchaser Acquirers as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Acquirers shall fail to examine title and notify the foregoing, Contributors of any such title objections by the Purchaser shall not be required to take title to the Property subject to any matters which may arise subsequent to the effective date end of its examination of title to the 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 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 Purchaser notifies the Seller that the 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 Purchaser's ’s expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify deposit the Seller and the Escrow Agent, in writing, Additional Deposit prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, reason the Purchaser does not so notify deposit the Seller and the Escrow Agent of its determination to proceed to Closing Additional Deposit prior to the expiration of the Study Period, or if the Purchaser notifies the Seller and the Escrow AgentSeller, 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 Initial Deposit shall be returned to the Purchaser and upon the return of the Initial Deposit, the Purchaser and the Escrow Agent shall be released form 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 Seller shall make or shall have made available to the Purchaser, its designated agents, auditors, engineers, attorneys and other designees, for inspection and/or copyinginspection, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondenceenvironmental audits, environmental audits books and reviews, books, records, tax returnsfinancial audits, bank statementsleases, financial statementscontracts and other related materials, advance reservations and room bookings and function bookingsdocumentation or information, rate schedules and any and all other materials or information if any, relating to the Property (including the ownership, operation and maintenance of the Hotel) which are in, or come into, the Seller's ’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 Purchaser shall indemnify indemnify, hold harmless and defend the Seller against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The PurchaserPurchaser 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 Property caused by any Property. The terms of this Section 2.3(c) shall survive the tests or studies made by the Purchasertermination of this Agreement. (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 Purchaser, at its expense, shall obtain a Title Commitment(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 Seller of any defects in title shown by such Title Commitment examination or by the Survey that the Purchaser is unwilling to accept. Within ten five (5) business days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 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 Seller shall pay and discharge (and the Title Company is authorized to pay and discharge at Closing) such defects at or prior to Closing. If the Seller is unwilling or unable to cure any other such defects by Closing, after having attempted to do so diligently and in good faith, the Purchaser may shall 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The 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 Purchaser's ’s prior written consent. All title matters revealed by the Purchaser's ’s title examination or by the Survey and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Purchaser shall fail to examine title and notify the foregoingSeller 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 not have the right, to be required to take title exercised by written notice delivered to the Property subject to any matters which may arise subsequent Seller no later than three (3) days prior to the effective date expiration of its examination the Study Period, to extend the Study Period for fifteen (15) days solely in order to obtain and review whichever or both of title to the Property made 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 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 Purchaser notifies the Seller that the Purchaser 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 Purchaser's ’s expense, such economic, surveying, engineering, topographic, environmental environmental, marketing and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such other tests, studies and investigations as Purchaser determines may deem appropriate. 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 additional 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, but Purchaser shall have no recourse in the event of Seller’s failure to so-make-available. All documents and materials provided by Seller to Purchaser pursuant to this Agreement (including, without limitation, any and all 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 information in such documents or materials, are referred to collectively herein as the “Submission Materials”. Except as expressly set forth in Article III, Purchaser decides acknowledges and agrees that the Submission Matters are provided without warranty or representation whatsoever. (c) If for any reason whatsoever Purchaser does not purchase the Property, Purchaser shall promptly (i) deliver to proceed Seller or destroy all copies of all the Submission Matters and any other materials delivered to Purchaser or Purchaser Parties, and (ii) deliver to Seller all third-party reports prepared by or for Purchaser or Purchaser Parties with respect to the purchase Property; provided, however, that Purchaser shall not be obligated to deliver to Seller any materials of the Property a proprietary nature (such as, for the purposes contemplated by of example only, any financial forecasts or market repositioning plans) prepared for Purchaser or Purchaser Parties in connection with the PurchaserProperty, then the Purchaser may elect and Seller acknowledges that any such materials delivered to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, prior pursuant to the expiration provisions of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, the Purchaser does not so notify the Seller and the Escrow Agent of its determination to proceed to Closing prior to the expiration of the Study Period, or notifies the Seller 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 Deposit clause (ii) shall be returned without warranty or 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 Purchaser and upon the return termination of the Deposit, the Purchaser and the Escrow Agent shall be released form any further liability or obligation under 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 Seller shall make available to respective successors and assigns of each of them, and the Purchaserofficers, its agentsdirectors, auditorspartners, engineersmembers, attorneys shareholders, employees and other designeesagents of each of the foregoing, for inspection and/or copying, copies of all existing architectural from 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 materials or information relating to the Property which are in, or come into, the Seller's possession or control. (c) The Purchaser shall indemnify and defend the Seller 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 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 Purchaserextent 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 PurchaserPurchaser 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 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 PurchaserHotel 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) The Seller agrees has ordered from the Title Company for delivery to provide to the Purchaser, within five business days following the date of this AgreementPurchaser and Seller, a copy of any existing title insurance policies or marked-up title binders which commitment issued by the Seller may have in its possession or control 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 exception documents referred identified in such title insurance commitment as exceptions to therein. During the Study Periodtitle (collectively, the Purchaser, at its expense, shall obtain a “Title Commitment”), with respect to the state of title to the Property, and prior to the expiration Purchaser has approved of the Study Period, shall notify the Seller of any defects in title shown by such Title Commitment that the Purchaser is unwilling to accept. Within ten days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If 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, the Purchaser shall not 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 Depositsame; provided, however, that if such defects any matters shown on the Survey or identified in the Title Commitment 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 sumMonetary Title Encumbrances, then, to that extent, and notwithstanding anything herein to the foregoingcontrary, the Seller shall be obligated to either (i) pay and discharge discharge, (ii) bond against in a manner legally sufficient to cause to be released, or (iii) indemnify or escrow money with or otherwise cause the Title Company to insure over, such Monetary Title Encumbrances (individually and collectively, a “Monetary Encumbrance Release”). For such purposes, Seller may use all or a portion of the title agent or company conducting Purchase Price to effectuate a Monetary Encumbrance Release with respect to any such Monetary Title Encumbrances at the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The Other than as specifically required in this Agreement, Seller shall not be obligated to incur any expenses or incur any liability to cure any Purchaser’s Objections. Except as otherwise provided herein, 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 or the use of the Property without the Purchaser's ’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Title Commitment and Survey (or any update obtained by Purchaser's title examination and not objected to ), other than Monetary Title Encumbrances which will be covered by the Purchaser as provided above a Monetary Encumbrance Release at Closing, shall all be deemed Permitted Title Exceptions. Notwithstanding the foregoing, the Purchaser shall not be required to take title . (f) Prior to the Property subject to any matters which may arise subsequent to the effective date expiration of its examination of title to the Property made during 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 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 Purchaser notifies the Seller Sellers that the 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 Purchaser's ’s expense, such economic, surveying, engineering, topographicenvironmental, environmental topographic and marketing tests, studies and investigations as the Purchaser may deem appropriate; including review by Purchaser's Board of Directors. If after such tests, studies and investigations as Purchaser determines to makewarrant, Purchaser decides to proceed with in the Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed to Closing and shall so notify the Seller and the Escrow Agent, in writing, Sellers prior to the expiration of the Study Period. If for any reason, in the Purchaser's sole, absolute and unreviewable discretion, reason the Purchaser does not so notify the Seller and the Escrow Agent Sellers of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Purchaser notifies the Seller and the Escrow AgentSellers, 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 Deposit shall be returned to the Purchaser and upon the return of the Deposit, the Purchaser and the Escrow Agent shall be released form 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 Seller Sellers shall make available to the Purchaser, 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 information, if any, relating to the Property Properties which are in, or come into, the Seller'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 Purchaser shall indemnify indemnify, hold harmless and defend the Seller Sellers against any loss, damage or claim arising from entry upon the Real Property by the Purchaser or any agents, contractors or employees of the Purchaser. The PurchaserPurchaser 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 Property caused by any Property. The terms of this Section 2.3(c) shall survive the tests or studies made by the Purchasertermination of this Agreement. (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 Purchaser, at its expense, shall obtain a Title Commitmentcause an examination of title to the Properties to be made, and 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 Seller Sellers of any defects in title shown by such Title Commitment examination that the Purchaser is unwilling to accept. Within ten (10) days after such notification, which ten day period may extend beyond the Study Period (the "Title Response Period"), the Seller Sellers shall notify the Purchaser whether the Seller is Sellers are willing to cure such defects. If 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, the Purchaser shall not have waived any of its rights with regard to title issues as set forth herein. If the Seller is Sellers are willing to cure such defects, the Seller 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 Seller Sellers shall pay and discharge (and the Title Company is authorized to pay and discharge at Closing) such defects at Closing. If the Sellers are unwilling or unable to cure any other such defects by Closing, after having attempted to do so diligently and in good faith, the Purchaser may shall 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 foregoing, the Seller shall be obligated to pay and discharge and the title agent or company conducting the Closing is authorized to pay and discharge such defects from Seller's proceeds at Closing. The Seller 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 or the use of the Property without the Purchaser's ’s prior written consent. All title matters revealed by the Purchaser's ’s title examination and not objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. Notwithstanding If Purchaser shall fail to examine title and notify the foregoingSeller 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 be required have received any such reports, Purchaser shall have the right to take title extend the Study Period for all of the Hotels for seven (7) days solely in order to obtain and review the Property subject to any matters which may arise subsequent to the effective date of its examination of title to the Property made 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.