Common use of Study Period Clause in Contracts

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

Study Period. (a) The Acquiror Purchaser shall have the right, until the -------------- end of the Study Period, to enter upon the Real Property and to perform, at the AcquirorPurchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Purchaser may deem appropriateappropriate provided Purchaser gives Sellers at least twenty-four (24) hours notice prior to entering on the Real Property. The Purchaser shall investigate the Property and the LLC, including, without limitation, a full environmental due diligence audit and investigation of the Property and UCC, lien, litigation, judgment and bankruptcy searches on the LLC. Promptly following the signing of the Agreement by both parties, Sellers shall provide to Purchaser access to all information in connection with the Property and the LLC as required by Purchaser. Information shall include tax returns, books, accounts, records, contracts, financial reports and statements, organizational documents of the LLC including all amendments thereto, if any, and other relevant documents for completing the transactions contemplated in this Agreement. If such tests, studies and investigations warrant, in the AcquirorPurchaser's sole, absolute and unreviewable unbelievable discretion, the purchase of the Interests for the purposes contemplated by the AcquirorPurchaser, then the Acquiror Purchaser may elect to proceed to Closing and shall so notify the Contributor Sellers prior to the expiration of the Study Period. If for any reason the Acquiror Purchaser does not so notify the Contributor Sellers of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror Purchaser notifies the ContributorSellers, in writing, prior to the expiration of the Study Period that it has determined determined, for any reason, and in Purchaser's sole, absolute and unbelievable discretion, not to proceed to Closing, this Agreement automatically shall terminate, and the Acquiror Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination of this Agreement, and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Sellers' and the LLC for any loss, damage or liabilities arising our of activities relating to the Study Period and Purchaser shall obtain an insurance policy, in amounts and with a company, satisfactory to Sellers naming the LLC as an additional insured prior to entry upon the Property. (b) During the Study Period, the Contributor Sellers shall make available to the AcquirorPurchaser, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits audits, environmental report, zoning compliance, financial reports from the date of commencement of hotel operations, franchise agreement, existing management agreement, deed and operating and services contracts, and all of the organizational documents of the LLC including all amendments thereto, if any, and other related materials or information if any, relating to the Property which are in, or come into, and the Contributor’s possession or controlLLC. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the AcquirorPurchaser, at its expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may shall notify the Contributor Sellers of any defects in title shown by such examination that the Acquiror Purchaser is unwilling to accept. The Contributor Sellers shall notify the Acquiror Purchaser whether the Contributor is Sellers are willing to cure such defects and to proceed to Closingdefects. Contributor Sellers may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at his option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. If the Contributor is Sellers are unwilling or unable to cure any such defects by Closing, the Acquiror Purchaser shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this AgreementAgreement and receive a return of the Deposit with interest thereon. The Contributor Sellers shall not, after the date of this Agreement and until termination of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the AcquirorPurchaser's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the AcquirorPurchaser's title examination and not objected to cured by the Acquiror Sellers as provided above shall be deemed Permitted Title Exceptions. If Acquiror Purchaser shall fail to examine title and notify the Contributor Sellers of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided aboveabove and other than any title exceptions first appearing after the date of Purchaser's title examination) shall be deemed Permitted Title Exceptions. (d) Within ten (10) days of the signing of the this Agreement by both parties, Sellers shall provide Purchaser with copies of existing franchise agreement, roof warranties, existing mortgage and loan documents, audited financial statements, and HVAC service records and warranties, an as-built ALTA survey, the existing owner's title policy, any existing mortgage policy, environmental report, zoning compliance, financial reports from the date of the opening of the Hotel, existing management agreement, deed and operating and services contracts, and all of the organizational documents of the LLC including all amendments thereto, if any. In the event that the environmental report is more than one year old, Purchaser may order a new environmental report and any cost and expense in connection with such new environmental report shall be borne by the LLC in the event the Closing occurs.

Study Period. (a) The Acquiror Purchaser shall have the rightperiod (the “Study Period”) commencing on the Effective Date and ending on October 1, until 2007, to physically inspect the Property, review economic data and market conditions, underwrite and interview the Tenants and review the Leases, conduct appraisals, perform examinations of the physical condition of the Improvements, examine the Real Property for the presence of Hazardous Materials, to consult with government officials concerning the Property, and to otherwise conduct such due diligence and underwriting as Purchaser, in its sole and absolute discretion, deems appropriate. At any time before the end of the Study Period, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrantPurchaser may, in the Acquiror's sole, its absolute and unreviewable discretiondiscretion and for any reason or no reason, terminate this Agreement by giving written notice thereof to Seller (the purchase of “Termination Notice”). In the Interests for event that Purchaser gives a Termination Notice before the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration end of the Study Period, this Agreement shall automatically terminate, the Deposit promptly shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations or liabilities to each other hereunder other than Purchaser’s obligations under Section 5.1(b) and Section 5.3, and Purchaser shall deliver to Seller copies of all third-party reports prepared for the benefit of Purchaser in connection with its due diligence investigations of the Property provided that Seller shall reimburse Purchaser for the actual out-of-pocket costs incurred by Purchaser in connection therewith. If for any reason Purchaser fails to deliver the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to Termination Notice by the expiration of the Study Period, or if Purchaser shall be deemed to have approved the Acquiror notifies purchase of the Contributor, in writing, prior Property subject to the expiration terms and condition of this Agreement and the Deposit shall become non-refundable to Purchaser except as otherwise expressly set forth in this Agreement. Notwithstanding anything in this Section 5.2 to the contrary, Purchaser may not terminate this Agreement pursuant to this Section 5.2 with respect to only one Property. Notwithstanding anything herein to the contrary, Seller shall, not later than September 24, 2007, deliver to Purchaser a certified rent roll of the Property setting forth all of the Leases in place as of such date. If Seller fails to deliver the certified rent roll to Purchaser by such date, then the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, and the Acquiror shall be released from any further liability or obligation under this Agreementextended one day for each day of delay beyond such date in delivering such certified rent roll. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor’s possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. The Contributor shall notify the Acquiror whether the 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 such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at his option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. 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 Contributor shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror shall have the right, until the end of the Study Period, Period (and thereafter if the Acquiror does not notify the Contributor that the Acquiror has elected to terminate this Agreement in the manner described below) to enter upon the Real Property during normal business hours with reasonable notice and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. . (b) If such tests, studies studies, investigations and investigations warrantaudits reveal (i) material structural or environmental problems, or (ii) material discrepancies in the Acquiror's solefinancial statements, absolute and unreviewable discretion, the purchase of the Interests for the purposes contemplated by the Acquiror, then the Acquiror may elect not to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to ClosingClosing for one or more of the reasons set forth in this Section 2.3(b), this Agreement automatically shall terminate, the Deposit shall be returned to the Acquiror and upon return of the Deposit, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During ; provided, however, that if the Study PeriodAcquiror determines not to proceed to Closing because of a material structural problem, the Acquiror shall provide the Contributor with the written report from a structural engineer describing the structural problem and the Contributor shall make available have the right to cure such structural problem within thirty (30) days to the satisfaction of Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating the Closing shall be extended to the Property which are inlast day of the Marriott accounting period immediately after the date of Closing set forth in Section 6.1, or come into, the Contributor’s possession or controlas such date may have otherwise been extended. (c) The If such tests, studies and investigations do not warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for any reason not set forth in Section 2.3(b) or 2.3(f), the Acquiror hereby indemnifies may elect not to proceed to Closing and defends shall so notify the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage prior to the Real Property caused by any expiration of the tests or studies made by the Acquiror. (d) During the Study Period. If the Acquiror notifies the Contributor, the Acquiror, at its expense, may cause an examination of title to the Property to be made, andin writing, prior to the expiration of the Study Period, may notify the Contributor of any defects in title shown by such examination Period that the Acquiror is unwilling to accept. The Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects and it has determined not to proceed to Closing. Contributor may cureClosing pursuant to this Section 2.3(c), but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at his option, shall either pay this Agreement and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects 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 Contributor shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end each of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.Other

Study Period. Provided that Buyer complies with the provisions of Section 12.2, at any time during the period beginning on the Effective Date and expiring on the later of (ai) The Acquiror the date forty five (45) days after the Effective Date or (ii) the expiration of the Title Review Period (the “Study Period”), Buyer, acting in its sole and absolute discretion, may make its own investigation of the Assets and the Business, including, without limitation, physical status, financial status, title, zoning, environmental and other tests or investigations, appraisals, surveys, and state and federal regulatory and licensing matters. Notwithstanding the foregoing, Buyer shall have the right, until the end of right to extend the Study Period, Period for a period of up to enter upon 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 Real Property and to perform, Study Period at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the purchase of the Interests for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor any time prior to the originally scheduled expiration of the Study Period. If for Notwithstanding the foregoing, in the event Buyer has elected to extend the Study Period pursuant to the foregoing sentence, and Buyer obtains a Financing Commitment reasonably acceptable to Buyer prior to scheduled expiration of the Study Period, Buyer shall provide written notice to Seller that it has received a Financing Commitment reasonably acceptable to Buyer and the Study Period shall be deemed to expire on the date of such notice. Buyer shall have a continuing right of access, as described in Section 12.1(b), to conduct such studies. At any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing time prior to the expiration of the Study Period, Buyer may notify Seller in writing that Buyer has determined, for any or if the Acquiror notifies the Contributorno reason, in writingits sole discretion that (a) it will complete the proposed acquisition of the Assets or (b) it will not complete the proposed acquisition of the Assets, prior and is thereby terminating this Agreement, and upon such termination neither Party shall have any further obligation to the expiration other hereunder except for Buyer’s and Seller’s obligations under this Agreement which expressly survive termination. (a) On or before three (3) business days after the Effective Date (the “Delivery Date”), and provided that Buyer does not terminate this Agreement pursuant to Section 12.1, Seller shall provide to Buyer or make available to Buyer at the location(s) where such information is stored, any of the Study Period Property Information that it has determined not is in the possession, custody or control of or is known to proceed Seller or Seller’s agents and reasonably accessible. Seller shall instruct its agents to Closingcooperate with Buyer. Seller shall provide to Buyer any further Property Information discovered by Seller, this Agreement automatically shall terminatecoming into Seller’s possession or produced by Seller after the initial delivery or availability (or Seller becomes aware of any changes to the Property Information previously provided to Buyer), and shall continue to make available the Acquiror shall be released from any further liability or obligation under same during the pendency of this Agreement. (b) During Buyer and its agents may at any time during normal business hours and in a manner that does not materially and adversely affect the quiet enjoyment of the Residents or otherwise unreasonably interfere with the conduct of Seller’s business operations on the Property (after giving Seller reasonable written notice) enter onto the Property during the Study PeriodPeriod and, the Contributor shall while thereon and with minimal disruption, make available to the Acquirornon-invasive surveys, its agentstests, auditorsinvestigations and appraisals, engineerstake measurements, attorneys test borings, other tests of surface and other designeessubsurface conditions and soil tests, for inspection copies of all existing architectural make structural, mechanical, architectural, zoning, land use, market and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits make any other inspections of the Property and other related materials or information if anyAssets deemed appropriate by Buyer, relating all at Buyer’s expense, subject to the Property which are in, or come into, the Contributor’s possession or controlSection 12.2 below. (c) If Buyer exercises its rights under Section 12.1(b) to enter onto the Property, Buyer shall keep the Property free and clear of any liens or claims resulting therefrom. If Buyer exercises this right of entry, Buyer shall not unreasonably disturb any Resident in his/her use and enjoyment of the Facility. The Acquiror hereby indemnifies rights and defends obligations of the Contributor against any loss, damage or claim arising from entry upon parties under this Section 12.1(c) shall survive the Real Property by the Acquiror Closing or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. The Contributor shall notify the Acquiror whether the 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 such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at his option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. 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 Contributor shall not, after the date earlier termination of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

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

Study Period. (a) The Acquiror Purchaser shall have the right, until the end of right during the Study PeriodPeriod (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 Acquiror's Purchaser’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Purchaser may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Interests Property for the purposes contemplated by the AcquirorPurchaser, then the Acquiror Purchaser may elect to proceed to Closing and shall so notify deposit the Contributor Additional Deposit prior to the expiration of the Study Period. If for any reason the Acquiror Purchaser does not so notify deposit the Contributor of its determination to proceed to Closing Additional Deposit prior to the expiration of the Study Period, or if the Acquiror Purchaser notifies the ContributorSeller, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement shall automatically shall terminate, the Initial Deposit shall be returned to the Purchaser and upon return of the Acquiror Initial Deposit, the Purchaser shall be released from any further liability or obligation under this Agreement, except those which expressly survive the termination of this Agreement. (b) During On or prior to the Study Perioddate hereof, the Contributor Seller shall make or shall have made available to the AcquirorPurchaser, its designated agents, auditors, engineers, attorneys and other designees, for inspection inspection, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondenceenvironmental audits, environmental audits books and records, financial audits, leases, contracts and other related materials materials, documentation or information information, if any, relating to the Property (including the ownership, operation and maintenance of the Hotel) which are in, or come into, the ContributorSeller’s possession or control. In addition, the Seller shall disclose to the Purchaser all debt that may affect the Property in any manner, including mezzanine debt and unsecured debt. Notwithstanding the foregoing, the Seller shall not be obligated to deliver to the Purchaser any materials of a proprietary nature or documents that contain provisions requiring the Seller to keep such documents confidential. Purchaser acknowledges that, except as otherwise herein provided, any such materials delivered to the Purchaser pursuant to this provision shall be without warranty, representation or recourse. (c) The Acquiror hereby indemnifies Purchaser shall indemnify, hold harmless and defends defend the Contributor Seller against any loss, damage or claim arising from entry upon the Real Property by the Acquiror Purchaser or any agents, contractors or employees of the AcquirorPurchaser. The AcquirorPurchaser understands and accepts that any on-site inspections of the Real Property shall occur at reasonable times agreed upon by the Seller and the Purchaser after not less than one (1) business day prior notice to the Seller and shall be conducted so as not to interfere with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. The Seller shall have the right to have a representative present during any such inspections. If the Purchaser desires to do any invasive testing at the Real Property, the Purchaser shall do so only after obtaining the prior written consent of Seller, which approval may be subject to reasonable terms and conditions as may be proposed by the Seller. The Purchaser shall not permit any liens to attach to the Property by reason of such inspections and shall cause any such liens to be removed, by bonding, payment or otherwise, within fifteen (15) days of notification of the filing of such lien. The Purchaser shall (i) restore the Property, at its own expense, shall restore to substantially the same condition which existed prior to any damage inspections or other activities of the Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any work for the Purchaser or the Purchaser Parties on or related to the Real Property caused by any Property. The terms of this Section 2.3(c) shall survive the tests or studies made by the Acquirortermination of this Agreement. (d) During the Study Period, the AcquirorPurchaser, at its expense, may shall (i) at the Purchaser’s option, cause the Survey to be prepared and (ii) cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may shall notify the Contributor Seller of any defects in title shown by such examination or by the Survey that the Acquiror Purchaser is unwilling to accept. The Contributor Within five (5) business days after such notification, the Seller shall notify the Acquiror Purchaser whether the Contributor Seller is willing to cure such defects and to proceed to Closingdefects. Contributor may cure, but shall not be obligated If the Seller is willing to cure such defects, the Seller shall act promptly and diligently to cure such defects at its expense. If such defects consist of deeds of trust, mechanics' ’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at his option, Seller shall either pay and discharge (in which event, and the Escrow Agent Title Company is authorized to pay and discharge at Closing) such defects at or prior to Closing. If the Contributor Seller is unwilling or unable to cure any other such defects by Closing, the Acquiror Purchaser shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration Purchase Price or (2) to terminate this AgreementAgreement and receive a full refund of the Deposit. The Contributor Seller shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's Purchaser’s title examination or by the Survey and not objected to by the Acquiror Purchaser as provided above shall be deemed Permitted Title Exceptions. If Acquiror Purchaser shall fail to examine title and notify the Contributor Seller of any such title objections or objections to matters shown on the Survey by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. (e) So long as the Purchaser has ordered a Phase I environmental report or a property conditions report with respect to the Real Property (such Phase I environmental report and property conditions report being referred to herein collectively as the “Environmental and Engineering Reports”) on or prior to the seventh (7th) business day following the date hereof, then if the Purchaser has not received either or both of the Environmental and Engineering Reports prior to the date which is four (4) days prior to the expiration of the Study Period, then (i) the Purchaser shall have the right, to be exercised by written notice delivered to the Seller no later than three (3) days prior to the expiration of the Study Period, to extend the Study Period for fifteen (15) days solely in order to obtain and review whichever or both of the Environmental and Engineering Reports the Purchaser did not receive during the Study Period, (ii) the Study Period shall not be deemed extended as to any other action required to be taken during the Study Period, and (iii) the Purchaser shall be deemed to have elected to proceed to the Closing as set forth in Section 2.3(a) hereof unless either of the Environmental and Engineering Reports not received prior to the originally scheduled end of the Study Period shall disclose problems with the Property that would reasonably cause the Purchaser not to proceed to the Closing and the Purchaser shall notify the Seller thereof (which notice shall specify the applicable problem(s) and shall include a copy of the applicable report(s)) by the end of such fifteen (15) day period. (f) The Purchaser shall timely apply for and use commercially reasonable efforts to obtain the consent of the Licensor for the assignment and assumption of the Franchise Agreement or the termination of the existing Franchise Agreement and the replacement thereof with a new franchise agreement to which the Purchaser is a party prior to the expiration of the Study Period, and shall pay all costs and expenses associated therewith. The Seller shall assist the Purchaser in respect thereto, but shall not be responsible for any costs or expenses. (g) The Seller shall use commercially reasonable efforts to obtain written consent from the lessor under the Air Rights Lease that the escrow obligation required by Section 8.4 of the Air Rights Lease may be satisfied by the posting of a bond rather than the deposit of a cash escrow. Such consent by the lessor under the Air Rights Lease may be in any form reasonably sufficient to evidence the lessor’s agreement to such arrangement. The Seller shall not be obligated to incur any costs or expense in connection with such efforts, and shall not have any liability hereunder in the event it is unable to obtain such consent.

Study Period. (a) The Acquiror shall have the right, until the end of the Study Period, Period (and thereafter if the Acquiror does not notify the Contributor that the Acquiror has elected to terminate this Agreement in the manner described below) to enter upon the Real Property during normal business hours with reasonable notice and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. . (b) If such tests, studies studies, investigations and investigations warrantaudits reveal (i) material structural or environmental problems, or (ii) material discrepancies in the Acquiror's solefinancial statements, absolute and unreviewable discretion, the purchase of the Interests for the purposes contemplated by the Acquiror, then the Acquiror may elect not to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, writing prior to the expiration of the Study Period that it has determined not to proceed to ClosingClosing for one or more of the reasons set forth in this Section 2.2(b), this Agreement automatically shall terminate, terminate and the Acquiror and the Contributor shall be released from any further liability or obligation under this Agreement. (b) During ; provided, however, that if the Study PeriodAcquiror determines not to proceed to Closing because of a material structural problem, the Acquiror shall provide the Contributor, contemporaneously with the foregoing notice, with the written report from a structural engineer describing the structural problem and the Contributor shall make available have the right to cure such structural problem to the Acquirorsatisfaction of Acquiror within thirty (30) days of its receipt of such report, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating the Closing shall be extended to the Property which are inlast day of the Hotel accounting period immediately after the date of Closing set forth in Section 6.1, or come into, the Contributor’s possession or controlas such date may have otherwise been extended. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. The Contributor shall notify the Acquiror whether the 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 such defects consist of deeds of trusttests, mechanics' liensstudies and investigations do not warrant, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at his option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. 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 Contributor shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consentsole, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination absolute and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.unreviewable

Study Period. (a) The Acquiror Buyer, acting in its sole and absolute discretion, shall have a sixty (60) calendar day period after the rightdate hereof (the “Study Period”) which Study Period shall end on or about at 5:00 p.m., until the end Eastern Standard Time on December 12, 2012, during which Buyer may make its own investigation of the Study PeriodAssets and the Business, including, but not limited to, examination of all books of account and records related to the business related to operating the Assets, and property-level diligence such as investigations with regard to zoning, building code and other legal requirements, obtaining such third party reports or studies as Buyer deems necessary, investigation of the status of the receivables, service contracts, Medicare/Medicaid provider agreements and compliance with all applicable regulatory requirements such as state or federal permits, licenses, and healthcare survey matters. Buyer shall have a continuing right of access, as described in Section 15.1(b), to enter upon the Real Property and to perform, at the Acquiror's expense, conduct such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriatestudies. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the purchase of the Interests for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for At any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing time prior to the expiration of the Study Period, Buyer may notify Seller in writing that Buyer has determined, for any or if the Acquiror notifies the Contributorno reason, in writingits sole discretion that it will not complete the proposed acquisition of the Assets, and is thereby terminating this Agreement. If Buyer gives such notice to Seller, this Agreement shall automatically terminate and Seller shall instruct the Title Insurer to remit the Deposit, and all interest thereon, to Buyer. In the event Buyer terminates this Agreement on the basis of any of Seller’s representations proving untrue, or because Seller refuses to cure due diligence deficiencies reasonably identified by Buyer, then (i) the Escrow Agent shall return the Deposit to Buyer together with accrued interest thereon, without any setoff or deduction, and neither party shall have any further obligation to the other hereunder except for Buyer’s and Seller’s obligations under Sections 15.1(c) (relating to damages to property) and 22.1 (relating to broker’s commissions) which shall survive such termination. If Buyer does not deliver such notice to Seller prior to the expiration end of the Study Period that it has determined not Period, Buyer shall be deemed to have elected to proceed to Closing, under this Agreement automatically and to consummate the transaction contemplated hereunder. (a) From and after the date of this Agreement, but as soon as possible, during the Study Period and provided that Buyer does not terminate this Agreement pursuant to Section 4.1, Seller shall terminateprovide to Buyer or make available to Buyer at the location(s) where such information is stored, any of the Property Information that is in the possession, custody or control of Seller or Seller’s agents. Seller shall instruct its agents to cooperate with Buyer. In the event the Property Information is in the possession or control of the management company for the Property or its counsel, Seller shall direct such entities to provide the Property Information or make it available to Buyer. Seller shall provide to Buyer any further Property Information coming into Seller’s possession or produced by Seller or its property manager after the initial delivery or availability, and shall continue to make available the Acquiror shall be released from any further liability or obligation under same during the pendency of this Agreement. (b) During Buyer and its agents may at any time (after giving Seller reasonable written notice) enter onto the Property during the Study PeriodPeriod and, the Contributor shall while thereon, make available to the Acquirorsurveys, its agentstests, auditorsinvestigations and appraisals, engineerstake measurements, attorneys test borings, other tests of surface and other designeessubsurface conditions and soil tests, for inspection copies of all existing architectural make structural, mechanical, architectural, zoning, land use, market and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits make any other inspections of the Property and other related materials or information if anyAssets deemed appropriate by Buyer, relating to the Property which are in, or come into, the Contributorall at Buyer’s possession or controlexpense. (c) The Acquiror hereby indemnifies To expedite work on items requiring substantial lead time, Seller has provided Buyer with copies of each policy of title insurance covering the Assets and defends declaration pages and certificates of insurance coverage for each property/casualty and general liability/professional liability policy maintained by Seller in connection with the Contributor against any loss, damage or claim arising from entry upon Business and the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorAssets. (d) During If Buyer exercises its rights under Section 15.1(b) to enter onto the Study PeriodProperty, the Acquiror, at its expense, may cause an examination of title to Buyer shall keep the Property free and clear of any liens or claims resulting therefrom, and defend, indemnify and hold harmless Seller against and from any liability or expense actually incurred by Seller for loss or damage to be madeproperty and/or injuries to or death of Persons proximately caused by the actions of Buyer other than those caused in whole or in part as the result of acts or omissions by or on behalf of Seller. If Closing does not occur for any reason, and, prior to the expiration Buyer shall restore any portion of the Study Period, may notify the Contributor of any defects in title shown Property damaged by such examination that exercise to its condition immediately before such exercise. If Buyer exercises this right of entry, it shall not unreasonably disturb any Resident in its use and enjoyment of the Acquiror is unwilling to acceptFacilities. The Contributor rights and obligations of the parties under this Section 15.1(c) shall notify the Acquiror whether the 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 such defects consist of deeds of trust, mechanics' liens, tax liens survive Closing or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at his option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. 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 Contributor shall not, after the date earlier termination of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

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

Study Period. (a) The Acquiror shall have the right, until the end of the Study Period, Period (and thereafter if the Acquiror does not notify the Contributor that the Acquiror has elected to terminate this Agreement in the manner described below) to enter upon the Real Property during normal business hours with reasonable notice and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. . (b) If such tests, studies studies, investigations and investigations warrantaudits reveal (i) material structural or environmental problems, or (ii) material discrepancies in the Acquiror's solefinancial statements, absolute and unreviewable discretion, the purchase of the Interests for the purposes contemplated by the Acquiror, then the Acquiror may elect not to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to ClosingClosing for one or more of the reasons set forth in this Section 2.3(b), this Agreement automatically shall terminate, the Deposit shall be returned to the Acquiror and upon return of the Deposit, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During ; provided, however, that if the Study PeriodAcquiror determines not to proceed to Closing because of a material structural problem, the Acquiror shall provide the Contributor with the written report from a structural engineer describing the structural problem and the Contributor shall make available have the right to cure such structural problem within thirty (30) days to the satisfaction of Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating the Closing shall be extended to the Property which are inlast day of the Marriott accounting period immediately after the date of Closing set forth in Section 6.1, or come into, the Contributor’s possession or controlas such date may have otherwise been extended. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. The Contributor shall notify the Acquiror whether the 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 such defects consist of deeds of trusttests, mechanics' liensstudies and investigations do not warrant, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at his option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. 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 Contributor shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consentsole, which consent shall not be unreasonably withheld or delayed. All title matters revealed by absolute and unreviewable discretion, the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end acquisition of the Study PeriodProperty for any reason not set forth in Section 2.3(b) or 2.3(f), all such title exceptions (other than those rendering title unmarketable and those that are or if Acquiror has not received a firm commitment from Mortgagee in form acceptable to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.Acquiror,

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

Study Period. (a) The Acquiror Purchaser shall have a period of time beginning on the rightEffective Date and ending at 5:00 p.m. eastern standard time on March 16, until 2006, TIME BEING OF THE ESSENCE (the end “Study Period”) within which to conduct engineering and/or architectural studies of the Property, to conduct seismic studies of the Property, to review those certain Phase I Environmental Site Assessments (the “Phase I ESA’s”) prepared by EMG (“EMG”) and delivered to Purchaser on or before the Effective Date, to review plans and specifications and similar materials with respect to the Property, zoning and land use status of the Property, and such other matters as Purchaser may desire. All of the costs associated with Purchaser’s Study Period activities (as specified in the previous sentence) shall be borne by Purchaser. During the Study Period, Purchaser shall have reasonable access to enter upon the Real Property and to performProperty, at all reasonable times, at Purchaser’s sole risk, for the Acquiror's expensepurpose of performing the foregoing inspections and investigations, such economic, surveying, engineering, environmental, topographic and marketing tests, studies subject at all times to the rights of any existing tenants. All inspections and investigations as shall be performed at reasonable times and the Acquiror may deem appropriateSeller shall have the opportunity to accompany Purchaser if Seller so desires. Seller shall not be obligated to correct, remedy or cure any condition or characteristic of the Property revealed by such inspections or investigations, including, but not limited to, any physical condition issue, title defects or environmental contamination. If the results of any such tests, studies and investigations warrant, inspection or investigation performed by Purchaser pursuant to this Section 4.1.1 are deemed unsatisfactory in the Acquiror's sole, absolute and unreviewable Purchaser’s sole discretion, the purchase of the Interests for the purposes contemplated Purchaser may terminate this Agreement by the Acquiror, then the Acquiror may elect providing written notice thereof to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing Seller prior to the expiration of the Study Period, in which event the Deposit shall be returned to Purchaser and neither party shall have any further rights or if the Acquiror notifies the Contributorobligations hereunder, in writingexcept as expressly provided herein. If Purchaser fails to so terminate this Agreement, prior Purchaser shall be deemed to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminatehave waived such right, and the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor’s possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. The Contributor shall notify the Acquiror whether the 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 such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at his option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. 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 reduction in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title ExceptionsPurchase Price.

Study Period. (a) The Acquiror Buyer shall have a period commencing on the right, until Effective Date and ending at 5:00 p.m. (California Time) on the end thirtieth (30th) day following the Effective Date (the “Study Period”) within which to (i) have an ALTA survey of the Study PeriodProperty made by a surveyor or engineer, which survey shall be subject to enter upon the final approval of Seller which approval will not be unreasonably conditioned, withheld or delayed, (ii) conduct an inspection of the Property, including the right to conduct surveys, appraisal, environmental site assessments, not to exceed a Phase I without the prior written consent of Seller, flood and wetland assessments, traffic and marketing studies, engineering reviews, and for other testing, physical inspections and investigations, zoning verification, and undertaking such other activities as are appropriate or desirable concerning the Property, (iii) interview Xxxxxx Xxxxx, the Director of Operations of Owing Corning Sales, LLC, provided that Seller shall have a right to have a representative present during any such tenant interview(s), and (iv) determine, in Buyer’s sole opinion and discretion, the suitability of the Property for acquisition by Buyer or Buyers’ permitted assignee. Buyer shall provide Seller twenty-four (24) hour written notice prior to any visit to the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the purchase together with a listing of the Interests names of all parties that will be present and their purpose for being present on the purposes contemplated Real Property. The cost and expense of all of the aforesaid items shall be borne solely by Buyer. To the Acquiror, then the Acquiror may elect to proceed to Closing and shall extent Seller has not done so notify the Contributor prior to the expiration of Effective Date, Seller or Seller’s agent will, from and after the Study Period. If Effective Date, make available (at reasonable times and places or by electronic transmission) for any reason Buyer’s review the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, and the Acquiror shall be released from any further liability or obligation under this AgreementProperty Information Materials. (b) During the Study PeriodBuyer agrees to indemnify and hold Seller harmless from and against any and all liability, the Contributor shall make available including reasonable attorney fees, arising out of any and all claims as a result of or related to the Acquirorany and all actions taken by Buyer, its agents, auditorsemployees and independent contractors pursuant to or in furtherance of this Section 8; provided, engineershowever that Buyer shall have no obligation to indemnify Seller with respect to Buyer’s mere discovery (as opposed to exacerbation) of pre-existing conditions or issues. Buyer shall provide to Seller prior to its or its agents’, attorneys and other designeesemployees’, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials consultants’ or information if any, relating to representatives’ entry on the Property which are in, certificates of liability insurance insuring Buyer and Seller pursuant to (i) commercial general liability insurance with limits of at least Two Million Dollars ($2,000,000.00) for bodily or come into, the Contributor’s possession personal injury or control. (c) The Acquiror hereby indemnifies death and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. The Contributor shall notify the Acquiror whether the 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 such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at his option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. 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 Contributor shall not, after property damage insurance in the date amount of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions at least Two Million Dollars (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions$2,000,000.00).

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

Study Period. (a) The Acquiror Purchaser shall have the right, until the end of the Study Period, to enter upon the Real Property and to perform, at the AcquirorPurchaser's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Purchaser may deem appropriateappropriate provided Purchaser gives Seller at least twenty-four (24) hours notice prior to entering on the Real Property. The Purchaser shall investigate the Property and the Seller, including, without limitation, a full environmental due diligence audit and investigation of the Property and UCC, lien, litigation, judgment and bankruptcy searches on the Seller. If such tests, studies and investigations warrant, in the Acquiror's Purchaser' sole, absolute and unreviewable unbelievable discretion, the purchase of the Interests for the purposes contemplated by the AcquirorPurchaser, then the Acquiror Purchaser may elect to proceed to Closing and shall so notify the Contributor Seller prior to the expiration of the Study Period. If for any reason the Acquiror does Purchaser do not so notify the Contributor Seller of its their determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies Purchaser notify the ContributorSeller, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, and the Acquiror Purchaser shall be released from any further liability or obligation under this Agreement other than Purchaser's indemnification obligations given pursuant to this paragraph which shall survive termination of this Agreement, and the Deposit together with interest accrued thereon shall be immediately refunded to Purchaser. Purchaser shall indemnify Seller for any loss, damage or liabilities arising our of activities relating to the Study Period and Purchaser shall obtain an insurance policy, in amounts and with a company, satisfactory to Seller and naming the Seller as an additional insured prior to entry upon the Property. (b) During the Study Period, the Contributor Seller shall make available to the AcquirorPurchaser, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits audits, environmental report, zoning compliance, tax returns, accounts, franchise agreement, deed and operating and services contracts, and other related materials or information if any, relating to the Property which to the extent they are in, or come into, the Contributoravailable in Seller’s possession or controlpossession. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the AcquirorPurchaser, at its their expense, may cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, may shall notify the Contributor Seller of any defects in title shown by such examination that the Acquiror is Purchaser are unwilling to accept. The Contributor Seller shall notify the Acquiror Purchaser whether the Contributor is Seller are willing to cure such defects and to proceed to Closing. Contributor Seller may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the ContributorSeller, at his their option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. If the Contributor is Seller are unwilling or unable to cure any such defects by Closing, the Acquiror Purchaser shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this AgreementAgreement and receive a return of the Deposit with interest thereon. The Contributor shall notSeller shall, after the date of this Agreement, subject the Property to and shall take all reasonable best efforts to prevent the Property from being subjected to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's Purchaser' prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the AcquirorPurchaser's title examination and not objected to by the Acquiror Purchaser as provided above shall be deemed Permitted Title Exceptions. If Acquiror Purchaser shall fail to examine title and notify the Contributor Seller of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided aboveabove and other than any title exceptions first appearing after the date of Purchaser’s title examination) shall be deemed Permitted Title Exceptions. (d) During the Study Period, Seller shall make available to Purchaser copies of existing Franchise Agreement and existing loan documents.

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