HOTEL PURCHASE AND SALE AGREEMENT by and between AHF NEVADA, INC. as Seller, and MRC I FUNDING CORPORATION as Purchaser

Exhibit 10.1

HOTEL PURCHASE AND SALE AGREEMENT

by and between

AHF NEVADA, INC.

as Seller,

and

MRC I FUNDING CORPORATION

as Purchaser

TABLE OF CONTENTS


		Page
SECTION 1. DEFINITIONS		1

SECTION 2. PURCHASE-SALE; DUE DILIGENCE		7
2.1	Purchase-Sale	7
2.2	The Hotel	7
2.3	Assignment of Contracts and Permits	10
2.4	Delivery of Due Diligence Documents	10
2.5	Description of Due Diligence Materials	10
2.6	Physical Inspection of Real Property	12
2.7	Inspection of Books and Records	13
2.8	Extension of Due Diligence Period	13
2.9	Termination	13
2.10	Title Matters	13
2.11	Environmental Reports	14

SECTION 3. CLOSING; DEPOSIT		14
3.1	Closing	14
3.2	Purchase Price	14
3.3	Deposit	15
3.4	Assumption of Liabilities; Retained Liabilities	15
3.5	Seller’s Closing Documents	15
3.6	Purchaser Closing Documents	16

SECTION 4. CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE		17
4.1	Representations and Warranties of Seller True	17
4.2	Seller’s Performance	17
4.3	Title to Real Property	17
4.4	Title to Other Property	17
4.5	Delivery of Closing Documents	17
4.6	Consents	18
4.7	Permits	18
4.8	No Bankruptcy	18
4.9	Tenant Estoppel Certificates	18
4.10	No Litigation	18
4.11	Violations	18
4.12	Absence of Changes	19
4.13	Condemnation	19
4.14	No Bulk Sales Notice Required	19
4.15	Termination of Management Agreement and Owner Agreement	19

SECTION 5. CONDITIONS TO SELLER’S OBLIGATION TO CLOSE		19
5.1	Representations and Warranties True	19
5.2	Purchaser’s Performance	19

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TABLE OF CONTENTS

(Continued)


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SECTION 6. REPRESENTATIONS AND WARRANTIES OF SELLER		19
6.1 Representation and Warranties of Seller		19
(a)	Organization of Seller	20
(b)	Authority of Seller	20
(c)	No Conflict; Required Permits and Filings	20
(d)	FF&E	20
(e)	Contracts	21
(f)	Leases	21
(g)	Compliance with Laws	21
(h)	FIRPTA	21
(i)	Employees	22
(j)	Tax Returns	22
(k)	Real Estate Taxes	22
(l)	Construction Contracts: Mechanics’ Liens	22
(m)	Insurance	22
(n)	Condemnation	22
(o)	Litigation	22
(p)	Environmental Matters	22
(q)	No Unrecorded Liens, Covenants and Restrictions	23
(r)	Use	23
(s)	Bankruptcy	23
(t)	Permits	23
(u)	Changes to Representations and Warranties	24
(v)	Seller's Representations Deemed Modified	24
(w)	OFAC	24
(x)	Survival	24
(y)	Disclosure	25
(z)	Notice of Breach; Seller’s Right To Cure	25
6.2 “AS-IS WHERE IS” CONDITION		25

SECTION 7. REPRESENTATIONS AND WARRANTIES OF PURCHASER		25
7.1 Organization of Purchaser		25
7.2 Authority of Purchaser		26
7.3 No Conflict; Required Filings and Consents		26
7.4 Disclosure		26

SECTION 8. INTERIM OPERATION OF THE HOTEL		26
8.1 Cooperation		26
8.2 Compliance with Laws and Permitted Exceptions		26
8.3 Operation and Maintenance of Hotel		27
8.4 Permits		27
8.5 Condemnation		27
8.6 Casualty		27
8.7 Contracts; Business Decisions		28
8.8 No Additional Exceptions to Title		28

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TABLE OF CONTENTS

(Continued)


				Page
	8.9 Safety Deposit Boxes			28
	8.10 Property of Guests and Lessees			28

SECTION 9. ALLOCATIONS AND PRORATIONS; PURCHASE PRICE ADJUSTMENTS; CLOSING COSTS				28
	9.1 Revenue and Expense Allocations and Prorations			28
	9.2 Real Estate Taxes and Assessments			29
		(a)	Proration of Taxes at Closing	29
		(b)	Post-Closing Supplemental Taxes	30
		(c)	Post-Closing Refunds of Taxes	30
		(d)	Pending Tax Proceedings	30
	9.3 Other Taxes and Items			30
	9.4 Asset and Liability Allocations			31
	9.5 Reconciliation and Post-Closing Adjustments			32
	9.6 Closing Costs			33
	9.7 Survival			34
	9.8 Accounting Methods			34

SECTION 10. REMEDIES FOR PRE-CLOSING AND POST-CLOSING DEFAULTS				34
	10.1 Purchaser’s Remedies for Pre-Closing Default			34
	10.2 Seller’s Remedy for Pre-Closing Default			35
	10.3 Survival of Purchaser’s Claims			35
	10.4 Survival of Seller’s Claims			35
	10.5 Limitations on Liability			36
	10.6 Survival			36

SECTION 11. INDEMNIFICATION				36
	11.1 By Seller			36
	11.2 By Purchaser			37

SECTION 12. MISCELLANEOUS				37
	12.1 Drafts not an Offer to Enter into a Legally Binding Contract			37
	12.2 Brokerage Commissions			37
	12.3 Publicity			38
	12.4 Notices			38
	12.5 Waivers, Etc			40
	12.6 Assignment; Successors and Assigns			40
	12.7 Severability			41
	12.8 Counterparts, Etc			41
	12.9 Governing Law; Jurisdiction; Waiver of Jury Trial			41
	12.10 Performance on Business Days			41
	12.11 Attorneys’ Fees			42
	12.12 Relationship			42
	12.13 Section and Other Headings			42
	12.14 Currency			42
	12.15 Time of Essence			42

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TABLE OF CONTENTS

(Continued)


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LIST OF EXHIBITS AND SCHEDULES
Exhibits:

Exhibit A	Legal Description of Real Property
Exhibit B	Form of Special Warranty Deed
Exhibit C	Form of Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property
Exhibit D	Form of Xxxx of Sale
Exhibit E	Form of Tenant Letter
Exhibit F	Form of Tenant Estoppel
Exhibit G	Assignment Agreement
Exhibit H	Form of FIRPTA Certificate
Exhibit I-1	Form of Certificate as to Representations and Warranties (Seller)
Exhibit I-2	Form of Certificate as to Representations and Warranties (Purchaser)
Exhibit J	Form of Owner’s Affidavit
Exhibit K	Form of Gap Indemnity
Exhibit L	Form of Nevada Declaration of Value
Exhibit M	Title Commitment

Schedules:

Schedule 2.2(d)	Leases
Schedule 2.2(f)	Warranties
Schedule 2.2(i)	Marks
Schedule 6.1(d)	FF&E (leases and encumbrances)
Schedule 6.1(e)	Contracts
Schedule 6.1(g)	Notices of Violation
Schedule 6.1(o)	Litigation
Schedule 6.1(t)	Permits

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HOTEL PURCHASE AND SALE AGREEMENT

THIS HOTEL PURCHASE AND SALE AGREEMENT (this “Agreement”) is made effective as of July 13, 2007 (the “Effective Date”), by and between AHF Nevada, Inc., a Virginia corporation (“Seller”), and MRC I Funding Corporation, a Delaware Corporation (“Purchaser”).

W I T N E S S E T H:

WHEREAS, Seller is the owner of the Las Vegas Marriott Suites located at 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000, as more particularly described in Section 2.2 (the “Hotel”);

WHEREAS, Purchaser desires to buy and Seller desires to sell the Hotel, on the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants of the parties hereinafter expressed, it is hereby agreed as follows:

SECTION 1. DEFINITIONS.

Capitalized terms used in this Agreement and not defined elsewhere herein shall have the meanings set forth below, in the Section of this Agreement referred to below, or in such other document or agreement referred to below:

“Act of Bankruptcy” shall mean: (i) if a party hereto or any general partner thereof shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or all of or a substantial part of its property; (b) admit in writing its inability to pay its debts as they become due; (c) make a general assignment for the benefit of its creditors; (d) file a voluntary petition or commence a voluntary case or proceeding under any Applicable Bankruptcy Law; (e) be adjudicated a bankrupt or insolvent; (f) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts; (g) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case or proceeding under any Applicable Bankruptcy Law; or (h) take any corporate or partnership action for the purpose of effecting any of the foregoing; or (ii) if the proceeding or case shall be commenced, without the application or consent of a party hereto or any general partner thereof in any court of competent jurisdiction seeking (1) the liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of debts, of such party or general partner; (2) the appointment of a receiver, custodian, trustee or liquidator for such party or general partner or all or any substantial part of its assets; or (3) other similar relief under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case shall continue undismissed; or (iii) an order (including an order for relief entered in an involuntary case under any Applicable Bankruptcy Law, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty (60) consecutive days.

“Actual Knowledge” shall have the meaning given such term in Section 6.1(v).

“Affiliate” shall mean any Person owned by, under common control with or controlled, directly or indirectly, by another Person. For the purposes of this Agreement, an “Affiliate” shall also mean and include a parent Entity, or the Person which controls (directly or indirectly) another Person.

“Affiliated Party Lease” shall mean the lease between Seller, as lessor, and AH5, as lessee.

“Agreement” shall mean this Hotel Purchase and Sale Agreement, together with all Exhibits and Schedules attached hereto, as it and they may be amended from time to time as herein provided.

“AH5” means Apple Hospitality Five Management, Inc., a Virginia corporation.

“Applicable Bankruptcy Law” shall mean Title 11 of the United States Code, 11 U.S.C.§§101, et seq. as amended and as now or hereafter in effect of the U.S. Bankruptcy Code (as now or hereafter in effect).

“Applicable Laws” shall mean any and all presently existing and future judicial decisions, statutes, rulings, rules, regulations, permits, certificates, requirements or ordinances of any Governmental Authority applicable to the Hotel, the Seller, the Manager, or the Purchaser, as the case may be.

“Assumed Liabilities” shall have the meaning given such term in Section 3.4(a).

“Available Due Diligence Materials” shall have the meaning given such term in Section 2.4.

“Bookings” means the contracts or reservations for the use of guest rooms, banquet facilities, restaurants, meeting rooms or other facilities within the Hotel, if any, that may be reserved for use by third parties.

“Books and Records” means all books, records, ledgers, files, information, data, inventory records, sales literature, catalogues, advertising and promotional materials, payroll and personnel records, and other written materials to the extent relating to the ownership or operation of the Hotel, including without limitation, (a) books and records relating to taxes (other than federal, state and local income and franchise taxes) which are payable in connection with the ownership or operation of the Hotel, including without limitation, accounting and tax records and information pertaining to events occurring in connection with the ownership or operation of the Hotel prior to the Closing Date, (b) surveys, grading plans, topographical maps, architectural and structural drawings and engineering, soils, seismic, geologic and architectural reports, studies and tests relating to the Hotel, and (c) books and records required to be retained by the

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Purchaser or its manager after the Closing Date pursuant to obligations imposed by Applicable Law.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in the State of New York are authorized by law or executive action to close.

“Claims” shall have the meaning given such term in Section 10.3.

“Claim Notice” shall have the meaning given such term in Section 10.3.

“Closing” shall have the meaning given such term in Section 3.1.

“Closing Date” shall have the meaning given such term in Section 3.1.

“Code” shall mean Internal Revenue Code of 1986, as it may be amended from time to time.

“Condemnation Notice” shall have the meaning given such term in Section 8.5

“Contracts” shall mean, collectively, all written or oral equipment leases (including leases with respect to any items of FF&E that are not owned by Seller), building service agreements, agreements for advertising, billboards or similar matters or any other agreements relating to the ownership, development or operation of the Hotel (excluding purchase orders entered into in the ordinary course of business), which Contracts are listed on Schedule 6.1(e) attached hereto.

“Cut Off Time” shall have the meaning given such term in Section 9.1(a).

“Deposit” shall mean a cash payment in escrow to the Escrow Agent in the amount of $1,000,000.

“Due Diligence Materials” shall have the meaning given such term in Section 2.5.

“Due Diligence Materials Notice” shall have the meaning given such term in Section 2.4.

“Due Diligence Period” shall mean the period commencing on the Effective Date and ending at 5:00 p.m. eastern time on July 31, 2007.

“Effective Date” shall have the meaning set forth in the preamble.

“Entity” shall mean any corporation, general or limited partnership, limited liability company, partnership, stock company or association, joint venture, company, trust, bank, trust company, land trust, business trust, cooperative, any government or agency or political subdivision thereof or any other entity.

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“Environmental Law” shall mean any federal, state or local law, ordinance, rule, regulation, requirement, guideline, code, resolution, order or decree (including consent decrees and administrative orders) in effect on the date of this Agreement which regulates the use, generation, handling, storage, treatment, transportation, decontamination, clean-up, removal, encapsulation, enclosure, abatement or disposal of any Hazardous Material, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq., the Toxic Substance Control Act, 15 U.S.C. Sections 2601, et seq., the Clean Water Act, 33 U.S.C. Sections 1251 et seq., the Hazardous Materials Transportation Act, 49 U.S.C, Section 1802, their state analogues, and any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Material.

“Escrow Agent” shall mean First American Title Insurance Company or such other escrow agent as shall have been approved by Purchaser and Seller.

“Existing Survey” shall have the meaning given such term in Section 2.10(a).

“Feasibility Notice” shall have the meaning given such term in Section 2.9.

“FF&E” shall have the meaning given such term in Section 2.2(c).

“FF&E Reserve Account” shall mean a reserve account with a bank or similar financial institution to cover costs of repairs, replacements, renewals, additions, routine expenditures, capital expenditures and any other similar expenditures necessary for the maintenance and operation of the Hotel.

“GAAP” means Generally Accepted Accounting Principles as adopted by the American Institute of Certified Public Accountants.

“Governmental Authority” shall mean any federal, state, county or municipal government, or political subdivision thereof, any governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court or administrative tribunal.

“Hazardous Materials” shall mean any flammable, explosive, radioactive or reactive materials, any asbestos (whether friable or non-friable), any pollutants, contaminants or other hazardous, dangerous or toxic chemicals, materials or substances, any petroleum products or substances or compounds containing petroleum products, including gasoline, diesel fuel and oil, any polychlorinated biphenyls or substances or compounds containing polychlorinated biphenyls, and any other material or substance defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic materials,” “contamination,” and/or “pollution” within the meaning of any Environmental Law.

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“Hotel” shall have the meaning as set forth in the preamble of this Agreement.

“Immaterial Taking” shall mean a taking of any portion of the land or Improvements constituting a portion of the Real Property that would cost less than One Million Dollars ($1,000,000) to rebuild the Improvements as nearly as possible to the same (but not less than) economic unit as it represented prior to the taking, and does not materially adversely affect access to the Improvements.

“Improvements” shall have the meaning given such term in Section 2.2(b).

“Intellectual Property” shall have the meaning given such term in Section 2.2(i).

“Inventories” shall mean “Inventories” as defined by GAAP such as, but not limited to, provisions in storerooms, refrigerators, pantries and kitchens; medical supplies; other merchandise intended for sale; fuel; mechanical supplies; stationery; and other expensed supplies and similar items.

“Leases” shall have the meaning given such term in Section 2.2(d).

“Liquor License” shall have the meaning given such term in Section 4.7.

“Litigation” shall have the meaning given such term in Section 6.1(o).

“Management Agreement” shall mean the Management Agreement, dated December 19, 1996 between Manager and LV Contel Property, Limited Partnership, as subsequently amended and assigned to AH5, and as may be further amended by AH5 and Manager after the Effective Date.

“Manager” shall mean Marriott International, Inc., a Delaware corporation.

“Marks” shall have the meaning given such term in Section 2.2(i).

“Material Contracts” shall have the meaning given such term in Section 6.1(e).

“Monetary Objections” shall have the meaning given such term in Section 2.10(b).

“Non-Performing Party” shall have the meaning given such term in Section 10.5.

“Owner Agreement” shall mean that certain Owner Agreement by and between Manager, Seller, and AH5, dated as of October 28, 2003.

“Permits” shall have the meaning given such term in Section 6.1(t).

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“Permitted Exceptions” shall mean: (a) the items set forth in Schedule B Section Two of the Title Commitment; (b) liens for taxes, assessments and governmental charges with respect to the Hotel not yet due and payable or due and payable but not yet delinquent; (c) applicable zoning regulations and ordinances and other governmental laws, ordinances and regulations; and (d) the Leases; provided, however, the term Permitted Exceptions shall not include any matters disclosed by the Updated Survey which are objected to by Purchaser during the Due Diligence Period unless Purchaser subsequently and expressly waives such objections.

“Permitted Investment” shall mean any prime commercial paper, banker’s acceptances or certificates of deposit in a commercial bank approved by Purchaser, in each case having maturity of not more than 30 days (or, if earlier, five (5) days prior to the Closing Date), obligations of the United States Government having maturity of not more than 30 days (or, if earlier, five (5) days prior to the Closing Date), or one or more mutual funds which invest their assets primarily in investments of the type described above, or one or more interest-bearing accounts in a commercial bank approved by Purchaser.

“Person” shall mean any natural person or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

“Purchase Price” shall mean Eighty-Seven Million, Two Hundred Fifty Thousand Dollars ($87,250,000.00) which is the amount to be paid by Purchaser to Seller for the Hotel. The Purchase Price also shall be subject to adjustments, credits and prorations as provided in Section 9.

“Purchaser” shall have the meaning given such term in the preamble.

“Purchaser Knowledge Party” shall have the meaning given such term in Section 6.1(v).

“Real Property” shall have the meaning given such term in Section 2.2(a).

“Receivables” shall have the meaning given such term in Section 2.2(o).

“Representatives” shall mean an Entity’s respective officers, directors, partners, members, trustees, shareholders, controlling persons, employees, agents, advisors, attorneys, potential lenders, Affiliates or representatives.

“Retained Liabilities” shall have the meaning given such term in Section 3.4(b).

“Seller” shall have the meaning given such term in the preamble to this Agreement.

“Settlement Statement” has the meaning given such term in Section 9.1(a).

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“Standard Exceptions” shall mean general exceptions for survey matters, unrecorded easements, mechanics’ liens, unrecorded liens for taxes and assessments and rights of parties in possession.

“Survival Date” shall have the meaning given such term in Section 10.3.

“Tax” shall mean any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any taxing authority or agency, including, without limitation, (i) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal property, net equity, capital stock, license, payroll, withholding, disability, employment, social security, workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (ii) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (iii) interest, penalties and additions to tax imposed with respect thereto.

“Termination Notice” have the meaning given such term in Section 2.9.

“Title Commitment” shall have the meaning given such term in Section 2.10(a).

“Title Company” shall mean First American Title Insurance Company or such other title insurance company as shall have been approved by Purchaser and Seller.

“Title Notice” shall have the meaning given such term in Section 2.10(a).

“Title Policy” shall have the meaning given such term in Section 4.3.

“Transfer Taxes” have the meaning given such term in Section 9.6.

“Updated Survey” shall have the meaning given such term in Section 2.10(a).

SECTION 2. PURCHASE-SALE; DUE DILIGENCE.

2.1 Purchase-Sale. Purchaser hereby agrees to purchase from Seller and Seller hereby agrees to sell to Purchaser, the Hotel for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2 The Hotel. The Hotel consists of the following:

(a) the real property described on Exhibit A attached hereto, together with all easements, rights of way, privileges, licenses and appurtenances which Seller may now own or hereafter acquire with respect thereto (the “Real Property”), together with all right, title and interest of Seller in and to any land lying in the bed of any highway, street, road, or avenue, open or proposed, public or private, including vaults, if any and any strips and gores in front of or abutting or adjoining the Hotel;

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(b) all buildings, fixtures, walls, fences, landscaping and other structures and improvements situated on, affixed or appurtenant to the Real Property, including, but not limited to, all kitchen and support facilities, meeting and conference rooms, swimming pool facilities, drainage system and facilities, air ventilation and filtering systems and facilities and utility facilities and connections for sanitary sewer, potable water, irrigation, electricity, telephone, cable television and natural gas, if applicable (the “Improvements”);

(c) all of Seller’s right, title and interest in and to all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, works of art, furnishings and articles of tangible personal property of every kind and nature whatsoever owned or leased by Seller and located in or at the Hotel or used in connection with the ownership, operation or maintenance of the Real Property and the Improvements, including, but not limited to: (i) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the Real Property and the Improvements, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto; (ii) all furniture, furnishings, movable walls or partitions, moveable machinery, moveable equipment, computers or trade fixtures or other personal property of any kind or description used in connection with the ownership, use, occupancy or operation of the Hotel, wherever located, and all modifications, replacements, alterations and additions to such personal property; (iii) all supply items included with “Hotel and Equipment” under GAAP including, but not limited to, linen, china, glassware, silver, uniforms and similar items, whether used in connection with public space or in resident rooms; (iv) any vehicles, whether leased or owned by Seller, and (v) all other tangible personal property used in connection with the operation, ownership, or maintenance of the Hotel (as such terms are customarily used and defined in the most broad and inclusive sense) (collectively, the “FF&E”);

(d) all real estate leases, license agreements, concessionaire agreements, franchises or other agreements and all modifications, renewals and amendments thereto and third party guarantees thereof, which are described on Schedule 2.2(d), or are entered into after the Effective Date in accordance with Section 8.7 entitling any Person to use or occupy space at the Hotel (the “Leases”) and all rental and security deposits (together with accrued interest thereon to the extent required by the Leases or Applicable Law), receivables, and other monetary items payable on account of the Leases. The term “Leases” as used in this Agreement shall specifically exclude (i) any occupancy by transient hotel guests and Bookings in the ordinary course of business, and (ii) the Affiliated Party Lease ;

(e) to the extent assignable, all of Seller’s rights under all Permits held by Seller;

(f) all of Seller’s rights under any and all unexpired assignable warranties and guaranties with respect to the Hotel and its assets, including, without limitation, those listed on Schedule 2.2(f) (collectively, the “Warranties”);

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(g) all Contracts;

(h) all Inventories or portions thereof owned by Seller and located in or at, or used in connection with the ownership, operation or maintenance of, the Real Property and the Improvements;

(i) all of Seller’s right, title and interest, if any, in and to (i) all trademarks, service marks, logos and trade names used in connection with the Hotel, including without limitation the names and Marks listed on Schedule 2.2(i) hereto (collectively the “Marks”), together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all trademarks or business or corporate names confusingly similar thereto in relation to any goods or services, and all applications, registrations, and renewals in connection therewith, (ii) all copyrightable works, all copyrights, and applications, registrations, and renewals in connection therewith, (iii) all trade secrets and business information relating to the Hotel (including ideas, research and development, know-how, formulas, compositions, marketing processes and techniques, technical data, designs, drawings, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (iv) all software used in connection with the ownership and operation of the Hotel (including data, passwords, source codes and related documentation), and (v) all copies and tangible embodiments thereof (in whatever form or medium) (collectively, the “Intellectual Property”); and

(j) all Books and Records and Bookings;

(k) all of Seller’s rights in or to condemnation awards, insurance proceeds to the extent they are applicable to the Hotel;

(l) all of Seller’s rights to any choses in action, claims, causes or rights of action arising in connection with the Hotel;

(m) any and all of Seller’s goodwill and going concern value of the Hotel;

(n) all of Seller’s rights, title and interest in and to any and all development rights, entitlements, site or development plans and governmental or quasi-governmental approvals, licenses, permits, certificates and variances benefiting, owned or caused to be prepared by or on behalf of Seller for or in connection with any proposed new development on the Hotel or any part thereof or redevelopment of the Hotel or any part thereof;

(o) all accounts receivable and trade accounts due Seller in connection with the Hotel (the “Receivables”);

(p) the FF&E Reserve Account;

(q) all cash on hands and on deposit in banks, cash equivalents and investment, except for deposits held by third parties for utilities and Contracts;

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(r) any and all rights to use and appropriate oil, gas and other minerals and any and all water and water rights from or relating to and/or appurtenant to the Real Property; and

(s) all other assets, rights, and property pertaining to the ownership and operation of the Hotel, owned by Seller and located in or at, or used in connection with the ownership, operation or maintenance of, the Hotel.

2.3 Assignment of Contracts and Permits.

(a) Notwithstanding anything to the contrary herein, to the extent any of the Contracts pertain to real or personal property or hotel operations other than the Hotel, then any assignment, transfer or conveyance thereof shall be partial and shall serve to transfer and convey such Contracts only with respect to the Hotel.

(b) Seller shall, on or prior to the Closing Date, terminate (or cause to be terminated), without cost to Purchaser, each Contract (i) for which consent has not been obtained from the counterparty thereto if necessary for assignment from Seller to Purchaser on or prior to the Closing Date (to the extent consent is required), unless Purchaser nonetheless elects to take an assignment thereof; or (ii) that Purchaser has not expressly agreed to assume by written notice to Seller given on or prior to the expiration of the Due Diligence Period, and Seller shall pay all termination fees due in connection with such cancellation. At Closing, Seller shall deliver to Purchaser copies of all notices of termination sent by Seller with respect to any terminated Contracts.

2.4 Delivery of Due Diligence Documents. Seller, at its sole cost and expense, has made available and shall continue to make available to Purchaser not later than three (3) Business Days after the Effective Date, for inspection and review, true, correct, complete and legible copies of all Due Diligence Materials, to the extent such Due Diligence Materials are available, i.e., in Seller’s or Manager’s possession or obtainable by Seller with reasonable efforts (“Available Due Diligence Materials”). On or before the third (3^rd) Business Day after the Effective Date, Seller shall also deliver to Purchaser a notice (the “Due Diligence Materials Notice”), (i) listing all Available Due Diligence Materials delivered, and (ii) if Seller is unable to deliver all Due Diligence Materials at that time, stating which Due Diligence Materials are not Available Due Diligence Materials and are, therefore, not being delivered to Purchaser. If any Due Diligence Materials are updated, Seller will also make promptly available to Purchaser such updated Due Diligence Materials during the term of this Agreement and shall notify Purchaser that such updated Due Diligence Materials are so available.

2.5 Description of Due Diligence Materials. The due diligence materials (the “Due Diligence Materials”) consist of the following items:

(a) The latest survey of the Real Property showing all improvements, rights of way, easements, dedications and similar matters.

(b) All site plans for the Hotel.

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(c) All architectural, mechanical, electrical and structural plans, specifications and drawings relating to the improvements on the Hotel.

(d) All Licenses and all certificates of occupancy issued for the Hotel or any tenants at the Hotel.

(e) Certificates of insurance for all casualty, liability and other insurance policies currently in effect with respect to the Hotel.

(f) All assessments and bills for real estate and any other taxes affecting the Hotel, and for special assessments affecting the Real Property, for the preceding three (3) full tax years, together with a summary of any contested tax assessments affecting the Real Property during such three-year period and copies of any income and expense statements filed with any Governmental Authorities having jurisdiction for such three (3)-year period.

(g) All Leases, including all amendments and modifications thereto, all assignments thereof and subleases, if any, and any other agreements between Seller, or an Affiliate of Seller, and a tenant, or an Affiliate of a tenant.

(h) All Contracts.

(i) The most recent owner’s title insurance policy issued in connection with the Real Property and all amendments, endorsements and exhibits thereto, including copies of all easements, covenants, restrictions, rights of way or cross-easements and other similar agreements relating to, or which affect, the Real Property.

(j) A list of all outstanding judgments relating to the Hotel or the Seller, including suits for non-payment of rent or for the purpose of tenant eviction.

(k) All engineering, architectural, physical inspection, property condition assessment, maintenance, geological, traffic and environmental reports, studies, notices and information related to the Real Property, including those relating to the presence (or absence) of Hazardous Materials.

(l) All zoning variances, permits, authorizations, approvals, development agreements, and any correspondence with any Governmental Authorities regarding the Hotel;

(m) All business and professional license/tax returns filed by Seller for the last two (2) fiscal years and copies of any correspondence from Governmental Authorities related to such returns, and a summary of any contested tax assessments.

(n) All warranties and guarantees related to the Hotel which are currently in effect.

(o) A list of proposed leases/renewals/expansions being negotiated by Seller, showing proposed effective/expiration dates, rental rates, expense stops, rent concessions

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or abatements, tenant improvements and expected completion dates, escalation provisions, common area maintenance charges, tax, insurance and maintenance charges to be reimbursed by the proposed tenant, and options to extend or expand to be granted to such proposed tenant.

(p) Payment history for each tenant for the twelve (12) months prior to the date of this Agreement.

(q) Balance sheets and income statements of Seller for calendar years 2005 and 2006, and for the period from January 1, 2007 through the most recent date as of which Seller’s financial statements are available. Audited financial statements shall be provided if they are available.

(r) Copies of the actual utility bills for all utilities serving the Hotel for the twelve (12) months prior to the date hereof.

(s) Any appraisals.

(t) A list of outstanding gift certificates or vouchers that can be redeemed at the Hotel after the Closing.

(u) Such other documents or data as Purchaser may reasonably request, to be delivered at a later date as mutually agreed.

2.6 Physical Inspection of Real Property. Seller agrees that Purchaser shall have the right, at its own risk, cost and expense, to enter upon the Real Property at any time or times prior to the Closing Date after reasonable advance notice, for purposes of interviewing tenants and conducting such surveys and environmental and engineering tests, including inspections, investigations and studies, as Purchaser deems necessary or desirable to evaluate the Hotel. In addition, Purchaser may conduct such architectural, engineering, environmental, economic and other studies of the Real Property as Purchaser may deem desirable; provided, however, that (i) Purchaser shall provide Seller at least forty-eight (48) hours’ notice in advance of its entry upon the Real Property for purposes other than visual inspections; and (ii) Purchaser may not conduct invasive testing of the Property without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No advance notice shall be required for visual inspections. Purchaser’s access to the Real Property shall be subject to the rights of tenants under their Leases. Purchaser shall use commercially reasonable efforts to minimize disruption to any tenants in conducting its inspections, tests and studies. Purchaser shall indemnify and hold harmless Seller from and against (i) all physical damage to the Real Property caused by its tests and investigations and (ii) all loss, liability or damage suffered or incurred by Seller arising out of or resulting from injury or death to individuals or damage to property sustained on the Real Property and caused by the tests and investigations conducted by, or at the direction of, Purchaser. Purchaser’s obligations to indemnify Seller pursuant to this Section shall survive the termination of this Agreement. Seller shall reasonably cooperate with Purchaser with respect to Purchaser’s due diligence activities and shall allow Purchaser and its employees, agents, consultants, accountants, attorneys and advisors full and complete access to all information relating to the Property.

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2.7 Inspection of Books and Records. Between the Effective Date and the Closing Date, Purchaser shall have the right to inspect all Books and Records and other documents in the possession or control of Seller and its agents which pertain to the construction, ownership, use, operation, occupancy, maintenance, operation or leasing of the Hotel. Seller shall allow such inspections to be conducted during normal business hours upon at least twenty-four (24) hour advance notice to Seller and shall make the Books and Records available to Purchaser at the Real Property or at Seller’s (or Seller’s agent’s) office.

2.8 Extension of Due Diligence Period. If Seller fails to deliver all Available Due Diligence Materials to Purchaser (or fails to deliver the Due Diligence Materials Notice) by the expiration of three (3) Business Days after the Effective Date, the Due Diligence Period shall be extended, at the sole option of the Purchaser, on a day-for-day basis by the number of calendar days elapsing between the end of such three (3)-Business Day period and the earliest day on which all Available Due Diligence Materials (or a notice that certain Due Diligence Materials are not Available Due Diligence Materials) have been delivered to Purchaser.

2.9 Termination. This Agreement shall automatically terminate at the end of the Due Diligence Period unless, on or before the last day of the Due Diligence Period Purchaser gives Seller written notification (the “Feasibility Notice”) that Purchaser elects to consummate the purchase of the Hotel in accordance with the terms of this Agreement. Purchaser shall also have the right to terminate this Agreement by notice given to Seller at any time before the end of the Due Diligence Period (the “Termination Notice”). Purchaser shall have the absolute right, in its sole and absolute discretion, to determine whether to give the Termination Notice or the Feasibility Notice. If the Feasibility Notice is not timely given or if Termination Notice is given, Purchaser or Seller, or both, shall so notify the Escrow Agent, the Escrow Agent shall promptly return the Deposit to Purchaser, and, except as otherwise provided in this Section, no party shall have any further liability to any other party under this Agreement.

2.10 Title Matters.

(a) Attached hereto as Exhibit M is a title insurance commitment (the “Title Commitment”) issued by the Title Company to Purchaser pursuant to which the Title Company has agreed to issue to Purchaser at Closing a title insurance policy in the amount of the Purchase Price (the “Title Policy”). Purchaser has also received from Seller a copy of an ALTA/ACSM Land Title Survey of the Property certified September 17, 2003 prepared by X.X. Xxxxxxx, Inc. Engineers/Planners/Surveyors (the “Existing Survey”). Purchaser shall have the right, at its option, to obtain prior to the Closing, at Purchaser’s expense, an update of the Existing Survey or a new survey (the “Updated Survey”). Seller agrees that on or prior to the Closing Date Seller shall comply with the provisions of paragraphs (E), (H), (L) and (R) of Schedule B, Section One of the Title Commitment.

(b) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated, at its sole cost and expense, to cure or satisfy all Monetary Objections at or prior to Closing, and Seller may use the proceeds of the Purchase Price at Closing for such purpose. For purposes of this Agreement, the term “Monetary Objections” means: (a) any mortgage, deed to secure debt, deed of trust or

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similar security instrument encumbering all or any part of the Hotel, (b) mechanics’, materialman’s or similar lien, (c) the lien of ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Hotel which are delinquent, (d) any judgment of record against Seller in the county or other applicable jurisdiction in which the Hotel is located and (e) any monetary liens or encumbrances other than those described in the foregoing items (a) through (d), voluntarily created or suffered by Seller affecting title to the Hotel. Notwithstanding the foregoing, Seller shall not be obligated to cure or satisfy all Monetary Objections set forth in clauses (b), (d) and (e) in excess of $500,000 in the aggregate. For the avoidance of doubt, the foregoing $500,000 cap shall not operate to make any monetary lien or encumbrance set forth in clauses (b), (d) and (e) a Permitted Exception; if any such monetary lien or encumbrance would be a Monetary Objection but for the fact that the aggregate liquidated amount of some or all other monetary liens or encumbrances affecting title to the Hotel (other than those described in clause (a) and (c) above, which shall be Monetary Objections regardless of their individual or aggregate liquidated amounts) is equal to or greater than $500,000, such monetary lien or encumbrance shall become a Permitted Exception only if it is disclosed in the Title Commitment and Purchaser fails to object to it on or before the expiration of the Due Diligence Period.

2.11 Environmental Reports. During the Due Diligence Period, Purchaser may obtain, at Purchaser’s sole cost and expense, a Phase I environmental report with respect to the Hotel and, upon prior notice to Seller and approval by Seller, which approval shall not be unreasonably withheld or delayed, a Phase II environmental report with respect to the Hotel.

SECTION 3. CLOSING; DEPOSIT.

3.1 Closing. The purchase and sale of the Hotel and the other transactions contemplated hereby (the “Closing”) shall be consummated on August 10, 2007. The “Closing Date” is the date on which the Closing actually occurs. The Closing shall be held at the offices of Arent Fox LLP, 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 or at such other location as Seller and Purchaser may agree.

3.2 Purchase Price.

(a) At Closing, Purchaser shall pay to or for the account of Seller the Purchase Price, subject to adjustments, credits and prorations as provided in Section 9.

(b) Not later than five (5) Business Days prior to the Closing Date, the parties shall agree on an allocation of the Purchase Price among the Real Property, the Improvements, and the other assets which constitute the Hotel. Such allocation shall be binding on Purchaser and Seller for all purposes including the reporting of gain or loss and determination of basis for income tax purposes, and each of the parties hereto agrees that it or they will file a statement setting forth such allocation with its or their federal income tax returns and will also file such further information or take such further actions as may be necessary to comply with any applicable Treasury Regulations.

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3.3 Deposit. Purchaser shall deposit as xxxxxxx money in escrow the Deposit in the form of a good check payable to the order of, or a wire transfer of federal funds to, the Escrow Agent, on or before the later of (i) 5:00 p.m. on the first Business Day after the Effective Date; or (ii) 5:00 p.m. on the first Business Day after the date on which Seller has delivered an executed counterpart of this Agreement to Purchaser in accordance with Section 12.4. The Deposit shall be held in Permitted Investments. All interest on the Deposit shall be deemed a part of the Deposit. If the purchase and sale of the Hotel as contemplated hereunder is consummated, then the Deposit (including the interest accrued on the Deposit) shall be paid to Seller at the Closing and credited against the Purchase Price. Any taxes due on such interest income shall be the sole responsibility of the party receiving such interest. Each of Purchaser and Seller will provide the Title Company a form W-9 for the reporting of any such interest income. The provisions of this Section 3.3 shall survive any termination of this Agreement.

3.4 Assumption of Liabilities; Retained Liabilities.

(a) Purchaser shall assume at Closing all obligations arising from and after the Cut Off Time from any Contracts or Permits which Purchaser has elected to assume at Closing (“Assumed Liabilities”).

(b) Subject to the terms of Section 10.4, Purchaser shall have no liability or obligation for the following (“Retained Liabilities”): (i) federal, state and local income, franchise, sales, payroll or other taxes (except for (x) real estate taxes, water and sewer charges, vault charges and assessments which shall be prorated as of the Cut Off Time with each party paying its respective share as provided herein and (y) sales and use taxes applicable to the sale of the FF&E, if any, except to the extent the payment thereof is Seller’s obligation pursuant to Section 9 below) of Seller or for which Seller is liable, including any interest and/or penalties thereon; (ii) any workers compensation claims arising prior to Closing and any other litigation described in Schedule 6.1(o), and (iii) and all obligations arising from any Contracts or Permits or other agreements or documents which the Purchaser has not expressly agreed in writing to assume at Closing.

3.5 Seller’s Closing Documents. On the Closing Date, Seller shall deliver (or cause to be delivered) to Purchaser the following:

(a) A Special Warranty Deed, duly executed by Seller, conveying to Purchaser good and marketable title to the Hotel, subject only to the items set forth on Schedule B of the Title Policy), substantially in the form of Exhibit B attached hereto together with Seller’s executed counterpart of the Declaration of Value attached hereto as Exhibit L;

(b) An Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property duly executed by Seller and Purchaser substantially in the form of Exhibit C attached hereto;

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(d) An Assignment Agreement duly executed by Seller and Purchaser in the form of Exhibit G with respect to the Marks.

(e) A letter in the form of Exhibit E signed by Seller, advising the tenants under the Leases of the change in ownership of the Hotel;

(f) A certification as to Seller’s non-foreign status in the form attached hereto as Exhibit H, signed by Seller;

(g) Certified copies of all organizational documents, authorizing resolutions, certificates of incumbency, and good standing certificates with respect to Seller;

(h) A certificate of a duly authorized officer of Seller confirming the continued truth and accuracy of its representations and warranties in this Agreement in the form attached hereto as Exhibit I-1;

(i) An owner’s affidavit executed by Seller, in the form attached hereto as Exhibit J;

(j) A duly-executed counterpart of the Settlement Statement, in a form that has been mutually approved by Seller and Purchaser;

(k) An original (or, if an original is not available to Seller, a copy) of fully-executed counterpart of each Lease and Contract then in effect which is assumed by Purchaser;

(l) All keys to the Hotel and the FF&E, which are in Seller’s possession, including any space plans relating to Leases of space in the Hotel prepared by Seller or on its behalf;

(m) A schedule updating and recertifying the information set forth in Schedule 2.2(d) as of the Closing Date and setting forth all past due and uncollected rent owed by tenants, all prepayments of rent and all security deposits, if any, held by Seller, its managing agent or any other Person under all Leases;

(n) All existing Books and Records, papers and agreements, bookkeeping and accounting records and tax returns for the Hotel, which are in Seller’s or Manager’s possession;

(o) A gap indemnity executed by Seller in the form attached as Exhibit K; and

(p) Such other documents, certificates and instruments as may be reasonably required to consummate the transaction contemplated hereby.

3.6 Purchaser Closing Documents. On the Closing Date, Purchaser shall deliver to Seller the following:

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(a) Duly executed and acknowledged counterparts of the documents described in Subsections 3.5(b), (c), (d) and (j) and a duly executed counterpart of the Declaration of Value attached hereto as Exhibit L;

(b) A certificate as to representations and warranties in the form attached hereto as Exhibit I-2;

(c) Certified copies of applicable resolutions, certificates of good standing, and certificates of incumbency with respect to Purchaser; and

(d) Such other documents, certificates and instruments as may be reasonably required to consummate the transaction contemplated hereby.

SECTION 4. CONDITIONS TO PURCHASER’S OBLIGATION TO CLOSE.

The obligation of Purchaser to acquire the Hotel on the Closing Date shall be subject to the satisfaction or written waiver of the following conditions precedent on and as of the Closing Date:

4.1 Representations and Warranties of Seller True. The representations and warranties of Seller set forth in Section 6.1 shall be true, correct and complete in all material respects (without duplication as to the materiality qualifications contained therein) on and as of the Closing Date.

4.2 Seller’s Performance. Seller shall have performed in all material respects all covenants and agreements, and delivered all documents, required by this Agreement to be performed or delivered by it on or before the Closing Date.

4.3 Title to Real Property. On the Closing Date, (a) Seller’s title to the Real Property shall be marketable and free and clear of all mortgages, liens, encumbrances, easements, Leases, conditions and other matters affecting title, recorded or unrecorded, including without limitation all Monetary Obligations, other than the items set forth on Schedule B of the Title Policy (defined below); and (b) subject to the payment of the applicable premium, Purchaser shall receive a current ALTA extended coverage policy of title insurance in form acceptable to Purchaser (the “Title Policy”) from the Title Company (or the Title Company shall be unconditionally obligated to issue to Purchaser the Title Policy).

4.4 Title to Other Property. Seller shall own good and marketable title to all assets included in the Hotel (excluding FF&E that is subject to a Lease, if any) that are not insured by the Title Policy, free and clear of liens, claims and encumbrances (other than the items set forth on Schedule B of the Title Policy), including, without limitation, all Monetary Objections.

4.5 Delivery of Closing Documents. Seller shall have executed and delivered the agreements, notices and other documents required to be executed and delivered by Seller pursuant to Section 3.5.

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4.6 Consents. All consents and approvals required to be obtained for the transfer and sale of all or any portion of the Hotel shall have been obtained and executed copies of such consents shall have been delivered to the Purchaser.

4.7 Permits. Seller shall have assigned to Purchaser (or its designee) or Purchaser (its designee) shall have obtained for itself, at Purchaser’s cost, all Permits necessary for the operation of the Hotel. Specifically, but without limiting the generality of the provisions of this Section 4.7, Purchaser shall have completed the transfer of all existing liquor licenses necessary to permit Purchaser to operate the Hotel (collectively the “Liquor Licenses”). Seller shall assist the Purchaser in satisfying this condition precedent by signing any and all transfer applications that are required by the appropriate Governmental Authorities. Further, Seller agrees reasonably to cooperate with Purchaser in Purchaser’s efforts to obtain approval of the transfer of the Liquor Licenses and, where necessary, agrees, for a period of forty-five (45) days after Closing, to permit the use of the Seller’s name in connection therewith. Seller agrees promptly and fully to complete, execute and deliver such instrument or instruments as the Purchaser or any of the governmental or quasi governmental authorities having jurisdiction over the Liquor Licenses may reasonably request in reference to any application whether in the name of Seller, Purchaser or Manager, Seller hereby consenting to all such applications including, without limitation, such action as is reasonably necessary or appropriate to accomplish any or all of the foregoing; provided, however, that the transfer of such Permit shall not be effective until the Closing Date. Purchaser agrees to pay any and all transfer fees charged by any applicable licensing authorities, and all advertising fees and other governmental charges in connection with the transfer of the Liquor Licenses.

4.8 No Bankruptcy. No Act of Bankruptcy on the part of Seller or Manager shall have occurred.

4.9 Tenant Estoppel Certificates. Seller shall use commercially reasonable efforts to deliver to Purchaser at least five (5) days prior to the Closing Date, estoppel certificates from each tenant described on Schedule 2.2(d), which estoppel certificates shall be (i) addressed to Purchaser and any other Person designated by Purchaser, (ii) dated not more than fifteen (15) days prior to the Closing Date, (iii) substantially in the form of the tenant estoppel certificate attached as Exhibit F, and (iv) consistent with the information with respect to such tenant contained on the Schedule 2.2(d) in all material respects.

4.10 No Litigation. On the Closing Date, (i) there shall be no Litigation except as set forth on the Schedule 6.1(o), and (ii) no action or proceeding shall have been instituted or threatened before any court or other tribunal against Seller, or which relates to the Hotel.

4.11 Violations. At the Closing, all of the existing notices of violation that are reflected on Schedule 6.1(g), together with any other notices of violation against Seller, Manager or the Hotel that are issued between the Effective Date and the Closing Date, if any, shall have been satisfied by Seller at its sole cost and expense and/or rescinded in writing by the applicable Governmental Authorities, all to Purchaser’s reasonable satisfaction.

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4.12 Absence of Changes. Between the Effective Date and the Closing Date (as it may be adjourned pursuant to this Agreement), no material adverse change shall have occurred with respect to the Hotel or its financial prospects.

4.13 Condemnation. On the Closing Date, no part of the Real Property shall be about to be acquired, or shall previously have been acquired, by authority of any Governmental Authority in the exercise of its power of eminent domain or by private purchase in lieu thereof, nor on the Closing Date shall there be any threat or imminence of any such acquisition or purchase.

4.14 No Bulk Sales Notice Required. No bulk sale notices are required to be filed or published under Applicable Laws in connection with the transactions contemplated in this Agreement, which have not been timely filed or published.

4.15 Termination of Management Agreement, Owner Agreement. Seller shall have complied with the requirements for termination of the Management Agreement and the Owner Agreement pursuant to the respective terms thereof, and Seller shall have delivered terminations of the Management Agreement and the Owner Agreement, each of which shall be executed by the undersigned parties to each such agreement, to be effective as of the Closing Date. Each party shall also execute and deliver to Escrow Agent on or before the Closing Date a termination (in recordable form) of the Memorandum of Management Agreement, recorded January 31, 1997 in the Xxxxx County Recorder’s office, to be effective as of the Closing Date. Neither Seller nor its lessee shall be obligated to reserve or escrow any amounts post-closing in connection with the Management Agreement unless expressly identified in the Management Agreement.

SECTION 5. CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of Seller to convey and transfer to Purchaser the Hotel on the Closing Date is subject to the satisfaction or written waiver of the following conditions precedent on and as of the Closing Date:

5.1 Representations and Warranties True. The representations and warranties made by Purchaser pursuant to Section 7 shall be true and correct in all material respects (without duplication as to materiality qualifications contained therein) on the Effective Date and shall be true and correct in all material respects (without duplication as to materiality qualifications contained therein) on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date.

5.2 Purchaser’s Performance. Purchaser shall have performed all covenants, agreements and delivered all documents, required by this Agreement to be performed or delivered by it on or before the Closing Date.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF SELLER.

6.1 Representation and Warranties of Seller. To induce Purchaser to enter into this Agreement, Seller represents and warrants to Purchaser as follows:

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(a) Organization of Seller. Seller is a company duly organized, validly existing and in good standing under the laws of Virginia, has all power and capacity to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary.

(b) Authority of Seller. Seller has all power and capacity to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations hereunder have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other law affecting or relating to creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(i) The execution and delivery of this Agreement by Seller does not, and the consummation of the transactions contemplated hereby will not, (A) conflict with or violate the charter or bylaws, or the equivalent organizational documents, in each case as amended or restated, of Seller, (B) conflict with or violate any Applicable Laws, or (C) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of Seller pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller is a party or by or to which Seller or any of Seller’s properties are bound or subject.

(ii) The execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby do not require Seller to obtain any Permit from, or to make any filing with or notification to, any Governmental Authority. Seller holds all material Permits necessary for the current use, occupancy and operation of the Hotel.

(d) FF&E . Except as set forth on Schedule 6.1(d), Seller has good and marketable fee simple title to all of the FF&E, free and clear of liens, claims and encumbrances (other than the items set forth on Schedule B of the Title Policy), each lease with respect to an item of FF&E not owned by Seller (which lease is included on Schedule 6.1(d) is in full force and effect, and no default by Seller or, to Seller’s

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knowledge, by any other party thereto, exists or will exist after the giving of notice and/or the passage of time.

(e) Contracts. Seller has performed in all material respects all of its obligations under each Contract which obligates Seller to pay in excess of $10,000 in any fiscal year (“Material Contracts”) and no fact or circumstance has occurred, which by itself or with the passage of time or the giving of notice or both would constitute a default by Seller under any such Material Contract. All other parties to such Material Contracts have performed all of their obligations thereunder in all material respects and are not in default thereunder.

(f) Leases. Except as set forth in the documents listed on Schedule 2.2(d), there are no Leases, and no Person other than Seller and, to the extent provided in the Management Agreement, Manager, has the right to occupy any portion of the Hotel pursuant to any written or oral agreement, other than transient guests staying at the Hotel and Persons party to Bookings entered into in the ordinary course of business. The copies of the Leases heretofore delivered to Purchaser by Seller are true, complete and correct copies thereof and have not been otherwise amended, modified or supplemented. The Leases are valid and in full force and effect and no party is in material default thereunder and no event has occurred or has failed to occur which, with the passage of time, or the giving of notice, or both, would constitute a default under any of the said Leases. Seller has made no commitment to any tenant to provide any benefits, services, facilities, or amenities, or to perform repairs or renovation not specified in the Leases. No brokerage commission or other similar compensation with respect to the Leases is now due or hereafter shall become due and payable to any Person with respect to or on account of any Leases or any exercised or unexercised Lease extensions, renewals, expansions or rights of first refusal. Except as set forth in Schedule 2.2(d), no tenant has terminated its lease and no tenant is subject to any insolvency or bankruptcy proceeding. All work which Seller has agreed to perform under the terms of the Leases will be fully performed and fully paid for by Seller prior to Closing. Seller shall not execute any lease with any tenants with respect to any vacant space at the Hotel except in accordance with the provisions of Section 8.7.

(g) Compliance with Laws. To Seller’s knowledge, except as set forth on Schedule 6.1(g), Seller has not received written notice from any Governmental Authority (i) that the current condition, occupancy or use of the Hotel violates, or will require correction under, any Applicable Law, (ii) revoking, canceling, suspending or denying renewal of any Permit or Liquor License or threatening such action if existing violations are not cured or (iii) of any pending or threatened investigations by any Governmental Authority relating to a violation or suspected violation of any Law in connection with the current condition, occupancy or use of the Hotel (excluding notices of routine, periodic inspections).

(h) FIRPTA. Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code, and Seller shall certify its taxpayer identification number at Closing.

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(i) Employees. Seller has no employees.

(j) Tax Returns. All privilege, gross receipts, excise, sales and use, personal property and franchise taxes with respect to the Hotel resulting from its operations prior to the Closing will be paid by Seller or Manager as and when due and payable, and all tax returns for such taxes shall be prepared and duly filed by Seller or Manager prior to the Closing Date, or will be prepared and duly filed by Seller or Manager prior to the due date (including extensions thereof) under Applicable Law.

(k) Real Estate Taxes. There are no tax abatements or exemptions affecting the Hotel, and Seller has not received notice of any, and to Seller’s knowledge there is no (i) proposed increase in the assessed valuation of the Hotel, (ii) pending or threatened special assessments affecting the Hotel or (iii) contemplated improvements affecting the Hotel that may result in special assessments affecting the Hotel.

(l) Construction Contracts: Mechanics’ Liens. At the Closing, there will be no outstanding Contracts made by Seller for the construction or repair of any Improvements relating to the Hotel which have not been fully paid for or provision for the payment of which has not been made by Seller or Manager and Seller or Manager shall discharge and have released of record or bonded all mechanics’ or materialmen’s liens (whether or not perfected), if any, arising from any labor or materials furnished to, or affecting, the Hotel prior to the Closing.

(m) Insurance. Seller has received no written notice from any insurance carrier of defects or inadequacies in the Hotel which, if uncorrected, would result in a termination of insurance coverage or a material increase in the premiums charged therefor. During the period of Seller’s ownership thereof, the Hotel has been continuously covered by physical damage and liability insurance, and throughout the term of this Agreement, Seller will continue to maintain, or cause to be maintained, such insurance as is in place on the Effective Date.

(n) Condemnation. Seller has not received from a Governmental Authority notice of any, and to Seller’s knowledge there is no, pending or contemplated condemnation proceedings affecting the Real Property, or any part thereof.

(o) Litigation. Schedule 6.1(o) contains a complete and correct list of all investigations, actions, suits, proceedings or claims pending or, to Seller’s knowledge, threatened against or affecting Seller or the Hotel, at law or in equity or before or by any Governmental Authorities (collectively, “Litigation”), and sets forth, with respect to each such Litigation, the parties to such Litigation, the amount claimed as damages (or other remedies sought) and the status of such Litigation as of the date hereof. Except as set forth on Schedule 6.1(o), there is no Litigation.

(p) Environmental Matters.

(i) To Seller’s knowledge: During the period of Seller’s ownership of the Property there has been no release of any Hazardous Materials on, in or under the Real Property or the Improvements in violation of applicable Environmental

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Laws. No part of the Real Property is used or has been used during the period of Seller’s ownership, and to Seller’s knowledge no part of the Real Property has been used prior to Seller’s ownership, for the use, storage, treatment, production, manufacture, generation, transportation, release or disposal of Hazardous Materials. Seller has not received any complaint, order, summons, citation, notice of violation, directive letter or other communication from any Governmental Authority or other Person with regard to any Environmental Law.

(ii) There are no claims pending or, to Seller’s knowledge, threatened, and to Seller’s knowledge there is no basis for any such claim, against Seller or the Real Property, or any portion thereof, by any Governmental Authority or other Person relating to any Hazardous Material or pursuant to any Environmental Law, whether for enforcement, clean-up, removal, remediation, assertion of liability, cost recovery, compensation, contribution, recovery of damages, injunction or other equitable relief or otherwise.

(iii) To Seller’s knowledge, there are no underground storage tanks located on the Real Property. Seller has not removed, or caused to be removed, any underground storage tanks from the Real Property and, to Seller’s knowledge, no underground storage tanks were removed from the Real Property before Seller acquired title to the Real Property.

(q) No Unrecorded Liens, Covenants and Restrictions. To Seller’s knowledge, (i) no person has a right to encumber the Hotel, or any part thereof, except for such liens or security interests as will be discharged on or prior to the Closing Date, and (ii) there are no unrecorded covenants or restrictions appertaining to or affecting the Hotel that will be binding on the Purchaser or the Hotel after Closing.

(r) Use. To Seller’s knowledge, there is no judicial or administrative action, or any action by adjacent landowners, that has not been disclosed in writing to Purchaser that would prevent, limit, impede or render more costly the present or any future use of the Hotel.

(s) Bankruptcy. There is no Act of Bankruptcy on the part of Seller or Manager.

(t) Permits. Seller has received no notice from any Governmental Authority that Seller is in violation of any of the permits and licenses (including without limitation liquor and tobacco licenses and certificates of occupancy), authorizations, registrations and other governmental consents (collectively, the “Permits”) that has been issued to Seller, Seller’s manager or otherwise relating to the Hotel, or that any additional Permit is necessary in order to operate the Hotel in accordance with Applicable Laws. A true and correct copy of each of the Permits in Seller’s possession has been delivered to Purchaser or will be delivered pursuant to Section 2.4. Schedule 6.1(t) is a true and correct list of all Permits in Seller’s possession.

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(u) Changes to Representations and Warranties. Seller shall give prompt notice of any event or occurrence of which it obtains knowledge that causes any of the representations or warranties in this Agreement to become untrue or misleading in any material respect, and Seller shall advise Purchaser of any amendments to any of the items comprising Due Diligence Materials of which Seller becomes aware (unless the same are caused by or are participated in by Purchaser) after the Effective Date and prior to the Closing.

(v) Seller’s Representations Deemed Modified. To the extent that any Purchaser Knowledge Party currently has or hereafter obtains, prior to the date that is three (3) business days prior to the expiration of the Due Diligence Period, Actual Knowledge that any of Seller’s representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect the Actual Knowledge of such Purchaser Knowledge Party. For purposes hereof (i) “Purchaser Knowledge Party” shall mean Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxxxx, and the Hotel’s general manager; and (ii) “Actual Knowledge” shall not include constructive knowledge and shall not imply or require that any investigation or inquiry has been or must be conducted, Seller hereby acknowledging that “Actual Knowledge” means only current, actual knowledge and no knowledge of any person other than a Purchaser Knowledge Party shall be imputed to any Purchaser Knowledge Party. If Purchaser terminates this Agreement prior to the expiration of the Due Diligence Period as a result of a material modification to one or more of Seller’s representations and warranties pursuant to this Section 6.1(v), Purchaser shall be entitled to recover its out-of-pocket costs from Seller as provided in Section 10.1(a)(i) to the same extent as if such representation(s) or warranty(ies) had been modified pursuant to this Section 6.1(v) after the expiration of the Due Diligence Period.

(w) OFAC. (a) Neither Seller, nor any of Seller’s owners, officers, directors or employees, is named as a “Specially Designated National and Blocked Person” as designated by the United States Department of the Treasury’s Office of Foreign Assets Control or as a person, group, entity or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism; (b) Seller is not owned or controlled, directly or indirectly, by the government of any country that is subject to a United States embargo; (c) Seller is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by the United States Treasury Department as a “Specially Designated National and Blocked Person”, or for or on behalf of any person, group, entity or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism; and (d) Seller is not engaged in the transaction contemplated hereby, directly or indirectly on behalf of, or facilitating the transaction contemplated hereby directly or indirectly on behalf of, any such person, group, entity or nation.

(x) Survival. The representations and warranties made by Seller in this Section 6.1, and any other representations and warranties of Seller in this Agreement or any of the other documents delivered by Seller at Closing shall survive for one (1) year after Closing and shall not merge into any of the documents delivered at Closing.

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(y) Disclosure. To Seller’s knowledge, no representation or warranty by the Seller in this Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading.

(z) Notice of Breach; Seller’s Right To Cure. If after expiration of the Due Diligence Period but prior to the Close of Escrow, Seller obtains actual knowledge that any of the representations and warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, then Seller shall give Purchaser written notice thereof (a “Breach Notice”) within five (5) days of obtaining such knowledge (but in any event prior to the Closing). In such case, Seller shall have the right, but not the obligation, to cure such misrepresentation or breach, and if Seller elects to cure such misrepresentation or breach Seller shall deliver written notice (a “Cure Notice”) to Purchaser of such election, whereupon the Closing Date shall be extended for thirty (30) days. If Seller is unable to cure such breach or misrepresentation to Purchaser’s satisfaction, if Seller elects not to cure such misrepresentation or breach, or if a Cure Notice is not delivered by Seller to Purchaser (in accordance with Section 12.4) within five (5) days after receipt by Seller or Purchaser (as the case may be) of the applicable Breach Notice, then Purchaser shall have the remedies set forth in Section 10.1.

6.2 “AS-IS WHERE IS” CONDITION.

(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE HOTEL, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER OR THING REGARDING THE HOTEL, AND ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE HOTEL “AS IS, WHERE IS, WITH ALL FAULTS”.

SECTION 7. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce Seller to enter into this Agreement, Purchaser represents and warrants to Seller as follows:

7.1 Organization of Purchaser. Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, has all power and capacity to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary.

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7.2 Authority of Purchaser. Purchaser has all power and capacity to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Purchaser and the performance by Purchaser of its obligations hereunder have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other law affecting or relating to creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

7.3 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by Purchaser does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the charter or bylaws, or the equivalent organizational documents, in each case as amended or restated, of Purchaser, (ii) conflict with or violate any Applicable Laws, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Purchaser is a party or by or to which Purchaser or any of Purchaser’s properties are bound or subject.

(b) The execution and delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby do not require Purchaser to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Authority or any other third party.

7.4 Disclosure. To Purchaser’s knowledge, no representation or warranty by Purchaser in this Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading.

SECTION 8. INTERIM OPERATION OF THE HOTEL.

Seller hereby covenants with Purchaser that at all times from the Effective Date to the Closing Date:

8.1 Cooperation. Seller and Purchaser each agrees to reasonably cooperate with the other in all reasonable respects and to provide such information as is necessary to ensure a smooth and orderly transition of operation of the Hotel.

8.2 Compliance with Laws and Permitted Exceptions. Seller shall comply in all material respects with (i) all Applicable Laws affecting the Hotel, (ii) all Leases and Contracts

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and shall continue to make all payments due thereunder (whether or not Purchaser shall assume the same), (iii) all terms, covenants and conditions of instruments of record affecting the Hotel.

8.3 Operation and Maintenance of Hotel. Seller shall continue to operate and maintain the Hotel consistent with Seller’s operation and maintenance practices in existence on and prior to the Effective Date. At Closing, the Hotel shall have substantially the same levels of consumables, operating supplies, and other Inventory and FF&E as in existence on the Effective Date.

8.4 Permits. Seller shall maintain in full force and effect all Permits relating exclusively to the ownership, occupancy or operation of the Hotel and timely apply for renewals of all such Permits that will expire between the Effective Date and the Closing.

8.5 Condemnation. In the event of any proceedings, judicial, administrative or otherwise, which relate to a taking or proposed taking of any portion of the Real Property by eminent domain, Seller shall promptly notify Purchaser of the same (the “Condemnation Notice”). If the Real Property is subject to an Immaterial Taking, Seller shall so notify Purchaser pursuant to the Condemnation Notice, and this Agreement will remain in full force and effect. If such condemnation is not an Immaterial Taking, Purchaser may elect within ten (10) Business Days of its receipt of the Condemnation Notice (and the Closing Date shall, if necessary, be extended to give Purchaser the benefit of the entire ten (10) Business Day period), either (i) to terminate this Agreement and receive the Deposit, or (ii) to consummate the transactions contemplated hereby, notwithstanding such condemnation, without any abatement or reduction in the Purchase Price on account thereof. If Purchaser elects to proceed in accordance with clause (ii) above, or in the event of an Immaterial Taking, Purchaser shall have the right to appear and defend at such condemnation proceedings and Seller shall pay Purchaser any award in connection with such taking received by Seller and shall assign to Purchaser, without recourse, any right Seller may have to receive such award; provided that (A) Seller shall not consent to any taking or agree to any condemnation award without the prior written consent of Purchaser; (B) prior to Closing, Seller shall provide Purchaser with an opportunity to participate with Seller in any negotiations relating to a taking affecting any portion of the Hotel or any condemnation award to be made in connection therewith; and (C) Seller shall reasonably cooperate with Purchaser after Closing in prosecuting any claim for a condemnation award arising prior to Closing. The provisions of this Section 8.5 shall survive Closing. Purchaser shall make any such election by written notice to Seller given on or prior to the fifth (5th) Business Day after Purchaser’s receipt of the Condemnation Notice. Failure of Purchaser to give such notice within the time prescribed by the preceding sentence shall be deemed an election by Purchaser to proceed in accordance with clause (ii) above.

8.6 Casualty. If (i) any portion of the Hotel is damaged by fire or casualty after the date of this Agreement and is not repaired and restored substantially to its original condition prior to Closing and (ii) the estimated cost of repairs is One Million Dollars ($1,000,000) or less, Purchaser shall be required to purchase the Hotel in accordance with the terms of this Agreement and, at Closing, Seller shall assign to Purchaser all insurance claims and proceeds with respect thereto and shall pay or credit to Purchaser the amount of any deductible and any uninsured loss with respect to such casualty. If the estimated cost of repairing such damage is more than One Million Dollars ($1,000,000), Purchaser may, at its sole option: (i) terminate this Agreement, in

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which case the Escrow Agent shall return the Deposit to Purchaser and no party shall have any further liability or obligation to any other party under this Agreement; or (ii) elect to proceed with the Closing, in which case Seller shall assign to Purchaser all insurance claims and proceeds with respect to such damage and shall pay or credit to Purchaser the amount of any deductible and any uninsured loss with respect to such casualty. If a casualty to any part of the Hotel has occurred and Purchaser is required or elects to complete the purchase of the Hotel, Seller shall reasonably cooperate with Purchaser in prosecuting all insurance claims assigned to Purchaser at Closing. For purposes of this Section 8.6, an architect selected by Purchaser and approved in writing by Seller (such approval not to be unreasonably withheld, delayed or conditioned), shall determine the estimated cost to repair damage caused by fire or other casualty.

8.7 Contracts; Business Decisions. Seller will not waive, release or assign any rights or claims under, fail to take a required action under, permit the lapse of or default under, or modify, extend, renew, terminate or amend any Contract or enter into any new Contract without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, other than in the ordinary course of the Hotel’s business (and provided that any Contract that is entered into or renewed, extended, modified or amended after the Effective Date may be terminated with no penalty by providing no more than 30 days prior notice). Business decisions regarding any matter relating to the period after the Closing Date (e.g., rates for advance reservations) shall be subject to the written approval of Purchaser in its sole discretion, so long as such approval or disapproval is delivered to Seller within five (5) Business Days after Seller’s written request therefor.

8.8 No Additional Exceptions to Title. Seller shall not encumber the Hotel with any additional title matter after the Effective Date, including any monetary encumbrances (e.g., mechanics’ liens).

8.9 Safety Deposit Boxes. For a period of seven (7) days prior to Closing, Seller shall use reasonable commercial efforts not to permit guests to make any deposits into the Hotel’s safety deposit boxes.

8.10 Property of Guests and Lessees. All baggage, parcels, or other property of guests of the Hotel, if any, checked or left in the care of Seller shall be listed in an inventory to be reviewed and signed by representatives of Seller and Purchaser on the Closing Date. All such baggage or other property of Hotel guests, if any, retained at the Closing Date as security for unpaid accounts receivable shall be left at the Hotel for a period not exceeding 30 days after the Closing Date, within which time such baggage or other property shall be removed or otherwise disposed of by Seller.

SECTION 9. ALLOCATIONS AND PRORATIONS; PURCHASE PRICE ADJUSTMENTS; CLOSING COSTS.

9.1 Revenue and Expense Allocations and Prorations.

(a) All revenues and expenses with respect to the Hotel shall be allocated between Seller and Purchaser as provided herein, effective as 12:01 a.m. (Nevada Time) on the date of the Closing (the “Cut Off Time”), determined in accordance with sound

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accounting principles, consistently applied. Except as otherwise expressly provided for in this Agreement, Seller shall be entitled to all revenue and shall be responsible for all expenses of the Hotel for the period of time up to but not including the Cut Off Time, and Purchaser shall be entitled to all revenue and be responsible for all expenses of the Hotel for the period of time from, after and including the Cut Off Time. Net credits in favor of Purchaser shall be deducted from the balance of the Purchase Price at the Closing and net credits in favor of Seller shall be added to the Purchase Price to be paid by Purchaser to Seller at the Closing. Seller and Purchaser shall each execute and deliver to Escrow Agent at Closing a settlement statement (the “Settlement Statement”) reflecting the adjustments, prorations and closing costs set forth in this Section 9 and elsewhere in this Agreement.

(b) At Closing, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, at face value: (i) all xxxxx cash funds in the hands of Seller in connection with the guest operations at the Hotel; and (ii) the so-called “guest ledger” for the Hotel of guest accounts receivable payable by guests with valid charge card authorizations on file as of the check-out time for the Hotel on the Closing Date (based on guests and customers using the Hotel) both (A) in occupancy from the preceding night through check-out time the morning of the Closing Date; and (B) previously in occupancy prior to check-out time on the Closing Date. For purposes of this Agreement, transfer or sale at face value shall have the following meanings: (X) for xxxxx cash an amount equal to the total of all xxxxx cash funds on hand; and (Y) for the guest ledger, the total of all such accounts receivable or paid as shown on the records of the Hotel, less actual collection costs (i.e., fees retained by credit card companies, banks or other collection companies), less accounting charges for rooms furnished on a gratuity or complementary basis to any Hotel staff or as an accommodation to other parties, less travel agents’ commissions and third party commissions or fees and less Purchaser’s pro rata share (50%) of rents, room revenues and all other revenues of any kind for the twenty-four (24) hour period from check-out time on the calendar day immediately preceding the Closing Date through and including check-out time on the Closing Date. The purchase price of said xxxxx cash fund and guest ledger, as determined above, and the amount of the accounts receivable shall be paid to Seller at the Closing by a credit to Seller on the closing statement in the computation of the adjustments and prorations on the Closing Date. Seller shall deliver to Purchaser or provide Purchaser a credit against the Purchase Price in an amount equal to all guest reservation deposits and gift certificates and vouchers held by the Hotel for guests arriving after check-out time for the Hotel on the Closing Date or thereafter, a list of which shall be provided to Purchaser within twenty-four (24) hours prior to the Closing Date.

9.2 Real Estate Taxes and Assessments.

(a) Proration of Taxes at Closing. All non-delinquent real estate taxes assessed against the Real Property shall be prorated between Seller and Purchaser on an accrual basis, based upon the actual current tax xxxx. If the most recent tax xxxx received by Seller before the Closing Date is not the actual current tax xxxx, then Seller and Purchaser shall initially prorate the real estate taxes at the Closing by applying 110% of the tax rate indicated on the most recent tax xxxx received by Seller to the latest assessed

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valuation, and shall reprorate the real estate taxes retroactively during reconciliation under Section 9.5. All real estate taxes accruing before the Closing Date shall be the obligation of Seller and all real estate taxes accruing on and after the Closing Date shall be the obligation of Purchaser. Any delinquent real estate taxes assessed against the Real Property shall be paid (together with any interest and penalties) by Seller at the Closing.

(b) Post-Closing Supplemental Taxes. If, after the Closing Date, any additional or supplemental real estate taxes are assessed against the Real Property by reason of back assessments, corrections of previous tax bills or other events occurring before the Closing Date, Seller and Purchaser shall reprorate the real estate taxes during reconciliation under Section 9.5 to provide the appropriate credit to Purchaser.

(c) Post-Closing Refunds of Taxes. Any refunds of real estate taxes made after the Closing shall be held by Purchaser (and, if received by Seller, shall be delivered immediately to Purchaser to be held in accordance with this Section) and shall first be applied to the unreimbursed costs incurred in obtaining the refund, then paid to any tenants who are entitled to the same and the balance, if any, shall be paid to Seller (for the period prior to the Closing Date) and to Purchaser (for the period commencing on and after the Closing Date).

(d) Pending Tax Proceedings. If any proceeding to determine the assessed value of the Real Property or the real estate taxes payable with respect to the Real Property has been commenced before the date of this Agreement and shall be continuing as of the Closing Date, Purchaser shall be entitled to control the prosecution of such proceeding or proceedings to completion and to settle or compromise any claim therein. Seller agrees to cooperate with Purchaser and to execute any and all documents reasonably requested by Purchaser in furtherance of the foregoing.

9.3 Other Taxes and Items. The following items shall be allocated at Closing in accordance with Section 9.1:

(i) General property Taxes (state, county, municipal, school and fire district) for the then current tax fiscal year based upon the latest available tax bills or assessment information. Such proration shall be calculated based upon the actual number of days in the tax year, with Seller being responsible for that portion of such tax year occurring prior to the Closing Date and Purchaser being responsible for that portion of such tax year occurring from and after the Closing Date.

(ii) Special Taxes, assessments or water and sewer capacity charges, if any, assessed or becoming a Monetary Objection prior to the Closing Date.

(iii) Occupancy Taxes (other than occupancy Taxes on the night during which the Cut Off Time occurs) for the period of time prior to the Closing Date.

(iv) Fuel, electricity, water, sewer, gas, electric, telephone and other utility charges and assigned deposits, Purchaser agreeing to assume all liability for

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such utility payments (when the actual charge cannot be ascertained by a utility meter reading on the Closing Date).

9.4 Asset and Liability Allocations.

(a) Seller shall receive a credit at the Closing for the following to the extent transferred to Purchaser at the Closing:

(i) The balance of any reserve accounts, including the FF&E Reserve Account as of the Cut Off Date;

(ii) Xxxxx cash funds and house banks on hand at the Hotel, including any working capital, as of the Cut Off Time;

(iii) Receivables as of the Cut Off Time;

(iv) The guest ledger balance as of the Cut Off Time;

(v) Unexpired portions of prepaid expenses for all Contracts which will remain in effect after the Cut Off Time, if any;

(vi) Prepaid amounts of Taxes and assessments (including Hotel occupancy Taxes, water and sewer rents, rates and charges, vault charges and municipal permit fees) allocable to the period following the Cut Off Time; prepaid amounts of city, county and state permit and license fees (if transferable) allocable to the period following the Cut Off Time and any deposits in connection with any such permits and licenses;

(vii) Security deposits paid to outside vendors and suppliers to the Hotel before the Cut Off Time (provided such security deposits remain on deposit for the benefit of Purchaser);

(viii) Uncollected rents due from leases, subleases and other occupancy agreements allocable to the period before the Cut Off Time;

(ix) Unopened stocks of food and beverage Inventories, open liquor (including liquor in automated dispensing systems) (subject to any state or local law restricting the transfer of an open container of alcoholic beverages), and any stocks of food opened in the normal course of business for a large event (e.g. opened cans or bottles, opened cases or bags of produce, etc.), priced at cost, it being agreed that Seller shall transfer to Purchaser, without any additional amounts owing, any opened stocks (e.g., opened cans or bottles, open cases or bags of produce, etc.) of food and beverage Inventories (excluding open liquor) other than those opened for large events;

(x) Any other Inventories, including gift shop merchandise (except if it has a brand relating to the Hotel or Hotel operator); and

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(xi) Without duplication of any of the foregoing items, any other items which constitute “current assets” in accordance with GAAP.

(b) Purchaser shall receive credit at the Closing for the following:

(i) Accounts payable as of the Cut Off Time;

(ii) Guests’ advance deposits received by the Hotel for room reservations and contracts for catering and/or group sales agreements, for dates occurring after the Cut Off Time;

(iii) Security deposits received by Seller for any Leases and other occupancy agreements which will remain in effect after the Cut Off Time;

(iv) The prorated portion of any advance rents allocable to the period after the Closing Date and received by the Hotel from any Leases and other occupancy agreements which will remain in effect after the Closing;

(v) Any unpaid utility charges (including, but not limited to, telephone, electric power, steam, heat, gas, cable TV, water and sewer and any other utility charges) prorated for the period prior to the Closing Date when the actual charge cannot be ascertained by a utility meter reading on the Closing Date;

(vi) Any outstanding hotel certificates or vouchers permitting the holder to receive complimentary Hotel stays after the Closing Date or if Purchaser would be obligated to pay for any travel expenses for such certificate holder after the Closing Date; and

(vii) Without duplication of any of the foregoing items, any other items which constitute “current liabilities” in accordance with GAAP.

(c) To the extent Seller has established a tax and insurance escrow for the Hotel, said reserve account shall be transferred to Seller at the Closing and is not included in the Purchase Price.

(d) At the Closing, the Purchase Price will be increased by the amount of any net credit to Seller or decreased by the amount of any net credit to Purchaser, as the case may be.

9.5 Reconciliation and Post-Closing Adjustments.

(a) Except as otherwise provided herein, any revenue or expense amount that cannot be ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties’ reasonable estimate of such amount, and shall be the subject of a final proration within ninety (90) days after the Closing, or as soon thereafter as a precise amount can be ascertained. Purchaser shall promptly notify Seller when it becomes aware that any such actual amount has been ascertained. Once all revenue and expense

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amounts have been ascertained, Purchaser shall prepare a final proration statement which shall be subject to Seller’s approval. Upon Seller’s acceptance and approval of any such final proration statement, such statement shall be conclusively deemed to be accurate and final and Seller and Purchaser shall each make any further adjustments required by such final proration statement. Seller shall be entitled to an accounting from Purchaser with respect to any such revenue and expense amount, which is subject to allocation between Purchaser and Seller. In the event the parties are unable to agree on the final proration statement, upon application by any such party, a certified public accountant reasonably acceptable to the parties shall determine any such adjustments which have not been agreed to between the parties. The charges of such accountant shall be borne equally by the parties.

(b) Any revenue received or expenses incurred by Seller with respect to the Hotel after the Cut Off Time shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due.

9.6 Closing Costs.

(a) Seller shall be responsible for the following costs: (i) the fees and expenses of counsel of Seller; (ii) any other costs and expenses incurred by Seller or its Affiliates in connection with this transaction; (iii) Fifty percent (50%) of the escrow fees charged by Escrow Agent in connection with the Closing; (iv) Fifty percent (50%) of the Transfer Taxes incurred on the Closing Date; and (v) the cost of the Title Policy, excluding any endorsements required by Purchaser other than endorsements necessary to delete the Standard Exceptions. As used herein, the term “Transfer Taxes” shall mean any transfer, sales, use, recordation, state and documentary stamps to be affixed to the instrument(s) of conveyance of the Hotel, or other similar Taxes, impositions, expenses or fees incurred in connection with the Closing, and/or the recordation or filing of any documents or instruments in connection therewith or the sale, transfer or conveyance of the Hotel from Seller to Purchaser.

(b) Purchaser shall be responsible for one hundred percent (100%) of the following costs: (i) the cost of any environmental reports prepared for Purchaser in connection with the purchase and sale of the Hotel; (ii) appraisals prepared in connection with the purchase and sale of the Hotel; (iii) the fees and expenses of counsel of Purchaser; (iv) any third-party market assessment reports relating to the Hotel; (v) the out-of-pocket costs of the audits of all financial information and operations relating to the Hotel; (vi) any third-party land-use, architectural and engineering inspection reports relating to the Hotel; (vii) any third-party audited special purpose financing statements for the Hotel; (viii) the cost of the Updated Survey prepared in connection with the purchase and sale of the Hotel; and (ix) the cost of any endorsements to the Title Policy (other than endorsements required to delete the Standard Exceptions) required by Purchaser. Purchaser shall also be responsible for (i) Fifty percent (50%) of the Transfer Taxes incurred on the Closing Date; (ii) Fifty percent (50%) of the escrow fees charged by Escrow Agent in connection with the Closing; and (iii) any other costs and expenses incurred by Purchaser or its Affiliates in connection with this transaction.

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(c) Seller shall be solely responsible for any Taxes due in respect of the Seller’s income, net worth or capital, if any, and any privilege, sales and occupancy Taxes, due or owing to any Governmental Authority in connection with the operation of the Hotel for any period of time prior to the Closing, and Purchaser shall be solely responsible for all such Taxes for any period from and after the Closing.

(d) Seller shall be solely responsible for any income Taxes arising as a result of the sale and transfer of the Hotel by Seller to Purchaser.

(e) Any escrow charges or other expenses payable on the Closing Date to the Title Company conducting the Closing shall be split 50/50 between Seller and Purchaser.

(f) Each of Seller and Purchaser shall be responsible for the fees and expenses of its and its Affiliates’ outside counsel, its accountants, and/or other professional fees, in connection with this transaction.

9.7 Survival. The obligations of the parties under this Section 9 shall survive the Closing.

9.8 Accounting Methods. Except as otherwise expressly provided herein, all prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Except as otherwise expressly provided herein, (a) all accounting terms shall be interpreted, (b) all accounting determinations shall be made, (c) all apportionments and adjustments shall be made, and (d) the closing statement shall be prepared, on an accrual basis in accordance with generally accepted accounting principles and in accordance with the accounting system used by Manager under the Management Agreement.

SECTION 10. REMEDIES FOR PRE-CLOSING AND POST-CLOSING DEFAULTS.

10.1 Purchaser’s Remedies for Pre-Closing Default.

(a) If Seller shall have made any representation or warranty in Section 6.1 with respect to the Hotel which shall be untrue in any material respect when made or updated as provided in Section 6.1(v), or if Seller shall fail to perform when it is obligated to so any of the material covenants and agreements contained herein with respect to the Hotel or Closing of the transactions contemplated herein does not occur as provided in this Agreement by reason of default by Seller, then Purchaser’s sole remedy shall be (i) to terminate this Agreement by written notice to Seller and this Agreement shall be of no further force and effect, except with respect to provisions hereof which by their express terms survive a termination of this Agreement, in which event Escrow Agent shall promptly return the Deposit to Purchaser and pursue Seller for actual out-of-pocket damages (not to exceed $500,000) suffered or incurred by Purchaser as a result of the default by Seller, (ii) to consummate the transactions contemplated hereby, notwithstanding such default, without any abatement or reduction in the Purchase Price on account thereof, or (iii) compel specific performance of this Agreement.

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10.2 Seller’s Remedy for Pre-Closing Default.

(a) If Purchaser shall have made any representation or warranty in Section 7 which shall be untrue in any material respect when made or updated as herein provided, or if Purchaser shall fail to perform when it is obligated to do so any of the material covenants and agreements contained herein, then Seller’s sole remedy shall be (i) to terminate this Agreement and this Agreement shall be of no further force and effect, in which event Escrow Agent shall promptly disburse to Seller the Deposit; or (ii) to consummate the transactions contemplated hereby, notwithstanding such default, without any abatement or reduction in the Purchase Price on account thereof. PURCHASER AND SELLER AGREE THAT THE DEPOSIT CONSTITUTES A FAIR AND REASONABLE AMOUNT TO BE RECEIVED BY SELLER AS AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT UNDER THIS AGREEMENT, AS WELL AS A FAIR, REASONABLE AND CUSTOMARY AMOUNT TO BE PAID AS LIQUIDATED DAMAGES TO SELLER IN AN ARM’S LENGTH TRANSACTION OF THE TYPE CONTEMPLATED BY THIS AGREEMENT UPON A DEFAULT BY THE PURCHASER THEREUNDER; AND RECEIPT BY SELLER OF THE DEPOSIT UPON PURCHASER’S DEFAULT HEREUNDER SHALL NOT CONSTITUTE A PENALTY OR A FORFEITURE.

10.3 Survival of Purchaser’s Claims. Except as otherwise specifically set forth in this Agreement, the representations and warranties, covenants and indemnities of Seller contained herein or in any Closing Document shall survive only until the date that is one (1) year after the Closing Date (the “Survival Date”). Any suits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, expenses or costs including without limitation attorneys’ and experts’ fees and costs of investigation and remediation costs (collectively “Claims”) that Purchaser may have any time against Seller for breach of any such representation, warranty, covenant or indemnity, whether known or unknown, with respect to which a notice of a Claim (a “Claim Notice”) has not been delivered to Seller on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Purchaser may have at any time against Seller for a breach of any such representation or warranty, or its covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to Seller on or prior to the Survival Date may be the subject of subsequent litigation brought by Purchaser against Seller.

10.4 Survival of Seller’s Claims. Except as otherwise specifically set forth in this Agreement, the representations and warranties, covenants and indemnities of Purchaser contained herein or in any Purchaser Closing Document shall survive only until the Survival Date. Any Claim that Seller may have at any time against Purchaser for breach of any such representation, warranty, covenant, or indemnity, whether known or unknown, with respect to which a Claim Notice has not been delivered to Purchaser on or prior to the Survival Date, shall not be valid or effective and the party against whom such Claim is asserted shall have no liability with respect thereto. Any Claim that Seller may have at any time against Purchaser for a breach of any such representation or warranty, covenants and indemnities whether known or unknown, with respect to which a Claim Notice has been delivered to Purchaser on or prior to the Survival Date may be the subject of subsequent litigation brought by Seller against Purchaser.

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10.5 Limitations on Liability.

(a) The parties hereto confirm and agree that in each instance herein where a party or its Affiliates is entitled to payment or reimbursement for damages, costs or expenses pursuant to the terms and conditions of this Agreement, any payment or reimbursement made to such party shall be conclusively deemed to be for the account of both such party and its Affiliates, it being acknowledged and agreed that a payment or reimbursement made to such party for damages, costs or expenses shall be sufficient to satisfy all claims for payment or reimbursement of such party and its Affiliates. The parties further confirm and agree that no party hereto (a “Non-Performing Party”) will be deemed to be in default hereunder or be liable for any breach of its representations and warranties under this Agreement if its failure to perform an obligation hereunder is based solely on the non-performance of the other party to this Agreement or where all conditions precedent to the obligation of such Non-Performing Party to consummate the Closing under Sections 4 or 5, as applicable, have not been fulfilled.

(b) To the maximum extent permitted by Applicable Law, no shareholder, director, officer or employee of any party to this Agreement shall have any personal liability with respect to the liabilities or obligations of such party under this Agreement or any document executed by such party pursuant to this Agreement.

10.6 Survival. The provisions of this of this Section 10 shall survive the Closing hereunder and any termination of this Agreement.

SECTION 11. INDEMNIFICATION.

11.1 By Seller. Subject to the provisions of Section 10.5, if Closing occurs, Seller agrees to indemnify, hold harmless and defend Purchaser from and against:

(a) all debts, liabilities and obligations arising from business done, transactions entered into or other events occurring before the Closing Date with respect to the ownership, management, operation, maintenance and repair of the Hotel, other than (i) the debts, liabilities and obligations which are being adjusted between Seller and Purchaser pursuant to this Agreement and (ii) any debts, liabilities and obligations which the Manager is obligated to pay under the Management Agreement without reimbursement from Seller;

(b) any loss, liability or damage suffered or incurred by Purchaser arising out of or resulting from injury or death to individuals or damage to property sustained on the Real Property before the Closing and caused by the willful or negligent act or omission (where applicable law imposes a duty to act) of Seller;

(c) any loss, liability or damage suffered or incurred by Purchaser because any representation or warranty made by Seller in this Agreement, or in any document furnished to Purchaser in connection with the Closing, is false or misleading in any material respect;

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(d) any loss, liability or damage suffered or incurred by Purchaser because of the non-fulfillment of any covenant or agreement on the part of Seller under this Agreement; and

(e) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section.

11.2 By Purchaser. Subject to the provisions of Section 10.5, if Closing occurs, Purchaser agrees to indemnify, hold harmless and defend Seller from and against:

(a) all debts, liabilities and obligations arising from business done, transactions entered into or other events occurring on and after the Closing with respect to the ownership, management, operation, maintenance and repair of the Hotel, other than the debts, liabilities and obligations which are being adjusted between Seller and Purchaser pursuant to this Agreement;

(b) any loss, liability or damage suffered or incurred by Seller arising out of or resulting from injury or death to individuals or damage to property sustained on the Real Property on or after the Closing and caused by the willful or negligent act or omission (where applicable law imposes a duty to act) of Purchaser;

(c) any loss, liability or damage suffered or incurred by Seller because any representation or warranty made by Purchaser in this Agreement, or in any document furnished to Seller in connection with the Closing, shall be false or misleading in any material respect;

(d) any loss, liability or damage suffered or incurred by Seller because of the non-fulfillment of any covenant or agreement on the part of Purchaser under this Agreement; and

(e) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section.

SECTION 12. MISCELLANEOUS.

12.1 Drafts not an Offer to Enter into a Legally Binding Contract. The parties hereto agree that the submission of a draft of this Agreement by one party to another is not intended by either party to be an offer to enter into a legally binding contract with respect to the purchase and sale of the Hotel. The parties shall be legally bound with respect to the purchase and sale of the Hotel pursuant to the terms of this Agreement only if and when the parties have been able to negotiate all of the terms and provisions of this Agreement in a manner acceptable to each of the parties in their respective sole discretion, and Seller and Purchaser have fully executed and delivered to each other a counterpart of this Agreement.

12.2 Brokerage Commissions. Each of the parties hereto represents to the other party that it has not dealt with any broker, finder or like agent in connection with this Agreement or the

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transactions contemplated hereby, and that it reasonably believes that there is no basis for any other person or entity to claim a commission or other compensation for bringing about this Agreement or the transactions contemplated hereby. Seller shall indemnify and hold harmless Purchaser, and its successors and assigns from and against any loss, liability or expense, including, reasonable attorneys’ fees, arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with Seller. Purchaser shall indemnify and hold harmless Seller and its successors and assigns from and against any loss, liability or expense, including, reasonable attorneys’ fees, arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with Purchaser. Nothing contained in this Section shall be deemed to create any rights in any third party. The provisions of this Section 12.2 shall survive the Closing hereunder and any termination of this Agreement.

12.3 Publicity. The parties agree that no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated hereby to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, except as may be required by law or as may be reasonably necessary, on a confidential basis, to inform any rating agencies, potential sources of financing, financial analysts, Purchaser or any of their Affiliates or to receive legal, accounting and/or tax advice; provided, however, that, if such information is required to be disclosed by law, the party so disclosing the information will use reasonable efforts to give notice to the other party as soon as such party learns that it must make such disclosure. Notwithstanding the foregoing, if such information is required to be disclosed to any Governmental Authority, the disclosing party may disclose such information without the consent of the other party and shall promptly give written notice to the other party of such information which was disclosed.

12.4 Notices.

(a) Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing addressed to the recipient of the notice at the addresses set forth below (or to such other addresses as the parties may specify by due notice to the others) and the same shall be delivered either (i) in hand, (ii) by mail, postage prepaid and registered or certified with return receipt requested, (iii) by Federal Express or similar expedited commercial carrier, with all freight charges prepaid, or (iv) by facsimile transmission or email with a hard copy to follow by Federal Express or similar expedited commercial carrier. If a notice or other communication is sent to a party by facsimile transmission or email, then copies of such notice under Section 12.4(c) shall also be sent by the same delivery method to the copy recipients.

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt or upon the date of receipt of refusal. Notices or other communications (i) given

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by mail will be presumed received on the fifth Business Day after they are mailed, (ii) given by Federal Express or similar expedited commercial carrier will be presumed received on the next Business Day after they are sent, (iii) given by facsimile transmission will be presumed received at the time indicated in the recipient’s automatic acknowledgment, and (iv) given by email will be presumed received on the day the email is sent. Whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

if to Seller, to:

AHF Nevada, Inc.

000 Xxxx Xxxx Xxxxxx

Xxxxxxxx, Xxxxxxxx 00000

Attn: Xxxxxx Xxxxxx

Phone: 000-000-0000

Fax: 000-000-0000

with a copy to:

Apple Hospitality Five, Inc.

000 Xxxx Xxxx Xxxxxx

Xxxxxxxx, Xxxxxxxx 00000

Attn: Legal Dept.

Phone: 000-000-0000

Fax: 000-000-0000

If to Purchaser, to:

MRC I Funding Corporation

c/o Marriott International, Inc.

00000 Xxxxxxxx Xxxx, Xxxx. 52/924.04

Xxxxxxxx, Xxxxxxxx 00000

Attn: Xxxxxxx Xxxxxxx

Phone: (000) 000-0000

Fax: (000) 000-0000

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with a copy to:

Marriott International Inc.

00000 Xxxxxxxx Xxxx, Xxxx. 52/923.28

Xxxxxxxx, Xxxxxxxx 00000

Attn: Xxxx Xxxxxx, Esq.

Phone: (000) 000-0000

Fax: (000) 000-0000

with a copy to:

Arent Fox LLP

0000 Xxxxxxxxxxx Xxxxxx, XX

Xxxxxxxxxx, XX 00000-0000

Attn: Xxxxxxxx X. Xxxxxx, Esq.

Phone: (000) 000-0000

Fax: (000) 000-0000

If to Title Company, to:

First American Title Insurance Company

0000 X Xxxxxx, XX, Xxxxx X-000

Xxxxxxxxxx, XX 00000

Attn: Xxxxx X. Xxxxxx, Vice President

Phone: (000) 000-0000

Fax: (000) 000-0000

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5 Waivers, Etc. Any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof. This Agreement may not be amended nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6 Assignment; Successors and Assigns. This Agreement and all rights and obligations hereunder shall not be assignable by any party without the written consent of the

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other party, provided that Purchaser may assign this Agreement and all of its rights and obligations hereunder without the consent of the Seller to any Person so long as, effective as of the date of such assignment, Marriott International, Inc. assumes and agrees to be bound by the obligations of Purchaser under this Agreement until the Closing. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7 Severability. If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8 Counterparts, Etc. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof. This Agreement may not be amended or modified in any respect other than by the written agreement of all of the parties hereto.

12.9 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEVADA.

(b) EACH PARTY HEREBY WAIVES, IRREVOCABLY AND UNCONDITIONALLY, TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR BY VIRTUE OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH, THE HOTEL, OR ANY CLAIMS, DEFENSES, RIGHTS OF SET-OFF OR OTHER ACTIONS PERTAINING HERETO OR TO ANY OF THE FOREGOING.

12.10 Performance on Business Days. In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

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12.11 Attorneys’ Fees. If any lawsuit or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees, incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.12 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create the relationship between the parties hereto other than the relationship of seller and purchaser and landlord and prospective tenant, as the case may be.

12.13 Section and Other Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.14 Currency. All amounts payable pursuant to this Agreement shall be paid in the lawful currency of the United States of America.

12.15 Time of Essence. The parties to this Agreement agree that time is of the essence with respect to obligations of the parties to this Agreement set forth in this Agreement of which time is an element.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Hotel Purchase and Sale Agreement to be executed as a sealed instrument as of the Effective Date.


SELLER:

AHF NEVADA, INC.,
a Virginia corporation

By:		/S/ XXXXX XXXXXXX
Name:		Xxxxx Xxxxxxx
Title:		Vice President



Date Executed:		July 13, 2007

[Signatures Continue on Following Page]

S-1


PURCHASER:

MRC I FUNDING CORPORATION, a Delaware corporation

By:		/S/ XXXXXXX XXXXXXX
		Name: Xxxxxxx Xxxxxxx
		Title: Authorized Signatory



Date Executed:		July 13, 2007

S-2

Exhibit A

Legal Description of Real Property

That portion of the South Half (S1/2) of the Southeast Quarter (SE1/4) of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 61 East, M.D.B. & M. described as:

All of Lot Three (3) as shown by map thereof in File 54 of Parcel Maps, Page 29, in the office of the County Recorder of Xxxxx County, Nevada.

Exhibit A, Page 1

Exhibit B

Form of Special Warranty Deed

A.P.N.: 162-09-806-001

Deed Prepared By, and

When Recorded, Mail to:

Arent Fox PLLC

0000 Xxxxxxxxxxx Xxxxxx, XX

Xxxxxxxxxx, XX 00000

Attn: Xxxxxxxx Xxxxxx, Esq.

SEND ALL TAX STATEMENTS TO:

MRC I Funding Corporation

c/o Marriott International, Inc

00000 Xxxxxxxx Xxxx, Xxxx. 52/924.04

Xxxxxxxx, Xxxxxxxx 00000

Attn: Treasury

(Above Space for Recorder’s Use Only)

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED is made as of , 2007, by AHF NEVADA, INC., a Virginia corporation (the “Grantor”), to MRC I FUNDING CORPORATION, a Delaware corporation, with an address of 00000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 (the “Grantee”).

Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, receipt whereof is hereby acknowledged, and pursuant to proper authority, hereby Grants, Bargains, and Sells unto Grantee and its successors, heirs and assigns, all right, title and interest of Grantor in the following described property (collectively the “Property”):

The real property described on Exhibit A attached hereto and made a part hereof (the “Land”);

Exhibit B, Page 1

All buildings, fixtures, structures, parking areas, landscaping and other improvements on the Land;

All and singular the rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereon or in any matter appertaining to such Land, including any and all mineral rights, development rights, water rights and the like; and

All right, title and interest of Grantor in and to all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining such Land.

TO HAVE AND TO HOLD the Property in fee simple unto Grantee and its successors, heirs and assigns, forever.

AND Grantor hereby covenants with Grantee, and its successors, heirs and assigns, that Grantor will defend the same against the lawful claims of all persons claiming by, through or under Grantor, but not otherwise, subject to, all matters of record, taxes and assessments not yet due and payable, all matters which a survey of the property would disclose and all rights or claims of parties in possession, as tenants only, under unrecorded leases.

(Signatures on following page)

Exhibit B, Page 2

IN WITNESS WHEREOF, said Grantor has caused this instrument to be duly executed and delivered by its duly authorized officer, as of the day and year first above written.


GRANTOR:

AHF NEVADA, INC., a Virginia corporation

By:
Name:
Title:


[__________________]
		) ss.
		)

I, ________________________, a notary public in and for said jurisdiction aforesaid, DO HEREBY CERTIFY that _____ _______________________, personally known to me (or proved to me based on satisfactory evidence) to be the ________ _____________ of AHF Nevada, Inc, a Virginia corporation, (“Grantor”) personally known to me (or proved to me based on satisfactory evidence) to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such of the Grantor [he/she] signed and delivered the said instrument, pursuant to authority given by the Board of Directors of Grantor as [his/her] free and voluntary act, and as the free and voluntary act of said Grantor, for the uses and purposes mentioned therein set forth.

GIVEN under my hand and official seal this day of , 2007.

Notary Public

My Commission Expires:

[Notary Seal]

Exhibit B, Page 3

EXHIBIT A

Legal Description

That portion of the South Half (S1/2) of the Southeast Quarter (SE1/4) of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 61 East, M.D.B. & M. described as:

Lot Three (3) as shown by map thereof in File 54 of parcel Maps, Page 29, in the office of the County Recorder of Xxxxx County, Nevada.

APN: 162-09-806-001

Common Address: 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000

Exhibit B, Page 4

Exhibit C

Form of Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property

ASSIGNMENT AND ASSUMPTION OF CONTRACTS, WARRANTIES AND

GUARANTIES AND OTHER INTANGIBLE PROPERTY

THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS, WARRANTIES AND GUARANTIES AND OTHER INTANGIBLE PROPERTY (this “Assignment”) is dated as of , 2007 (the “Effective Date”), by and between AHF NEVADA, INC., a Virginia corporation (“Assignor”), and to MRC I FUNDING CORPORATION, a Delaware corporation (“Assignee”), with reference to the following facts:

Recitals:

A. Pursuant to the Hotel Purchase and Sale Agreement dated as of , 2007 (“Purchase Agreement”), by and between Assignor and Assignee, Assignor is conveying to Assignee certain real property, together with all structures and other improvements located thereon and thereunder, as described on Exhibit A of the Purchase Agreement and by this reference incorporated herein (the “Hotel”). Capitalized terms used but not defined in this Assignment shall have the meanings ascribed to them in the Purchase Agreement.

B. In connection with the above conveyance, Assignor is to assign, transfer and convey to Assignee to the extent assignable or transferable, subject to Recital C below, all of Assignor’s right, title and interest in and to all Contracts, Leases, Permits, Warranties, Intellectual Property, FF&E Reserve Account(s), Receivables, Books and Records and Bookings, certificates, licenses and guarantees held by Assignor relating to the Hotel, to the extent assignable, any other intangible personal property owned by Assignor and used in the ownership, use or operation of the Hotel, including but not limited to the items listed on Schedule 1 attached hereto (the “Intangible Property”).

C. It is expressly agreed, however, that the Intangible Property shall not include the Excluded Assets or the Marks.

NOW THEREFORE, in consideration of the foregoing premises, of TEN and NO/100 DOLLARS ($10.00) in hand paid by Assignee, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignment. Assignor hereby grants, transfers, assigns, delivers and conveys to Assignee as of the Effective Date, all of Assignor’s right, title and interest in and to the Intangible Property (collectively, the “Assigned Intangible Property”). Assignor remains responsible for all liabilities and obligations of Assignor relating to the Assigned Intangible Property which accrued prior to the Effective Date.

Exhibit C, Page 1

2. Assumption. Assignee hereby assumes, and agrees to be bound by, all obligations and liabilities of Assignor under or relating to the Assigned Intangible Property which shall arise or be incurred, or which are required to be performed, on and after the Effective Date.

3. Indemnity - Assignor. Subject to Section 10.3 (Survival of Purchaser’s Claims) of the Purchase Agreement, Assignor shall indemnify, defend and hold Assignee harmless from and against all claims, demands, obligations, assessments, losses, costs, damages and expenses of any nature whatsoever (including without limitation, court costs and reasonable attorneys’ fees) which Assignee may incur, sustain or suffer or which may be asserted or charged against Assignee which are caused by Assignor’s performance or non-performance of such obligations, duties, responsibilities, covenants and liabilities relating to the Assigned Intangible Property prior to the Effective Date.

4. Indemnity - Assignee. Subject to Section 10.4 (Survival of Seller’s Claims) of the Purchase Agreement, Assignee shall indemnify, defend and hold Assignor harmless from and against all claims, demands, obligations, assessments, losses, costs, damages and expenses of any nature whatsoever (including without limitation, court costs and reasonable attorneys’ fees) which Assignor may incur, sustain or suffer or which may be asserted or charged against Assignor which are caused by Assignee’s performance or non-performance of such obligations, duties, responsibilities, covenants and liabilities relating to the Assigned Intangible Property on or after the Effective Date.

5. Binding Effect. This Assignment shall inure to the benefit of, and be binding upon, each of the parties hereto and their respective successors and assigns.

6. Applicable Law. This Assignment shall be governed by, and construed in accordance with, the laws of the State of Nevada.

7. Recitals. The recitals are herein incorporated into this Assignment.

8. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

[SIGNATURES FOLLOW ON NEXT PAGE]

Exhibit C, Page 2

IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property as of the Effective Date.


ASSIGNOR:

AHF NEVADA, INC., a Virginia corporation

By:
Name:
Title:

ASSIGNEE:

MRC I FUNDING CORPORATION, a Delaware corporation

By:
		Name: Xxxxxxx Xxxxxxx
		Title: Authorized Signatory

Exhibit C, Page 3

Schedule 1

List of Assigned Intangible Property

Contracts

Leases

Permits

4.	Warranties

5.	Intellectual Property

6.	Proprietary Information

7.	FF&E Reserve Account(s)

8.	Receivables

9.	Books and Records

10.

Bookings

11.	Other certificates, licenses and guarantees.

Exhibit C, Page 4

Exhibit D

Form of Xxxx of Sale

XXXX OF SALE

This XXXX OF SALE (“Xxxx of Sale”) is dated as of , 2007 (the “Effective Date”), by and between AHF NEVADA, INC., a Virginia corporation (“Seller”), and MRC I FUNDING CORPORATION, a Delaware corporation (“Purchaser”).

Recitals:

(a) Pursuant to the Hotel Purchase and Sale Agreement dated as of , 2007 by and between Seller and Purchaser, Seller is conveying to Purchaser certain real property, together with all structures and other improvements located thereon and thereunder, as described on Schedule A of the Purchase Agreement and by this reference incorporated herein (the “Hotel”). Capitalized terms used but not defined in this Assignment shall have the meanings ascribed to them in the Purchase Agreement.

(b) Pursuant to the Purchase Agreement, Seller is to provide to Purchaser at the conveyance of the Property a xxxx of sale which is to assign, transfer and convey, subject to Recital C below, all of Seller’s rights, title and interest, in and to all tangible personal property owned by Seller as it relates to the Hotel including but not limited to the items listed on Schedule 1, the “Transferred Personal Property”).

NOW THEREFORE, in consideration of the foregoing and Ten Dollars ($10.00) and other good and valuable consideration in hand paid by Purchaser to the Seller, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby GRANT, SELL and CONVEY to Purchaser all of the Transferred Personal Property.

Seller warrants that it is the lawful owner of the Transferred Personal Property, that Seller has the good and lawful right to sell and convey the Transferred Personal Property, that the Transferred Personal Property is free from encumbrances or rightful claims of others, and that it will defend Purchaser’s title to the Transferred Personal Property against all persons whomsoever.

This Xxxx of Sale shall be governed by the laws of the State of Nevada.

This Xxxx of Sale may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one agreement.

[Signatures appear on the following page]

Exhibit D, Page 1

IN WITNESS WHEREOF, the undersigned have executed this Xxxx of Sale as of the Effective Date.


SELLER:

AHF NEVADA, INC., a Virginia corporation

By:
Name:
Title:

PURCHASER:

MRC I FUNDING CORPORATION, a Delaware corporation

By:
		Name: Xxxxxxx Xxxxxxx
		Title: Authorized Signatory

Exhibit D, Page 2

SCHEDULE 1

Transferred Personal Property

Exhibit D, Page 3

Exhibit E

Form of Tenant Letter

TENANT NOTIFICATION LETTER

, 2007

CERTIFIED MAIL,

RETURN RECEIPT REQUESTED

[NAME OF TENANT]

[ADDRESS OF TENANT]

Re:

Marriott Suites Las Vegas, 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000 – [Lease Agreement dated ]

Dear Sir or Madam:

You are hereby informed that the undersigned has today sold the above-described property known as the Las Vegas Marriott Suites in which you lease space, and has assigned its interest as lessor, and your security deposit in the amount of $ , under the above-described lease (the “Lease”) to MRC I Funding Corporation, a Delaware corporation (“MRC”). Effective this date MRC has assumed the interest of “Lessor” under the Lease, and all payments coming due under the Lease, and all notices or demands given or made pursuant to the Lease, should be delivered to:

MRC I Funding Corporation

c/o Las Vegas Marriott Suites

Attention: General Manager

000 Xxxxxxxxxx Xxxxxx Xxxxx

Xxx Xxxxx, XX 00000

Exhibit E, Page 1

Very truly yours,


SELLER:

AHF Nevada, Inc.,
a Virginia corporation

By:
Name:
Title:

Exhibit E, Page 2

Exhibit F

Form of Tenant Estoppel

TENANT ESTOPPEL CERTIFICATE

Reference is made to that certain [Lease] dated , as it may be amended (the “Lease”) entered into between (“Landlord”) and the undersigned (“Tenant”), demising certain premises (the “Premises”) located in the property described as: Las Vegas Marriott Suites located at 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000 (the “Property”).

The undersigned certifies to MRC I Funding Corporation, a Delaware corporation (“Purchaser”) as follows:

1. The undersigned is the owner of the “Tenant’s” or “Lessee’s” or “Licensee’s” interest in the Lease and has not transferred or assigned the Lease or sublet the Premises. Tenant does not hold the Premises under assignment or sublease.

2. Attached as Schedule 1 is a true, correct and complete copy of the Lease together with any and all amendments or modifications. The Lease is in full force and effect and has not been modified, supplemented, or amended except by the amendment(s) attached as Schedule 1. The Lease represents the entire agreement between the Landlord and Tenant as to the Premises, and Tenant claims no rights with respect to the Property other than as set forth in the Lease.

3. The rent for the Premises is as set forth in the Lease.

4. Undersigned has paid rent and/or license fees for the Premises up to and including , 2007. No rent has been or will be paid more than one (1) month in advance of its due date.

5. [No security deposit has been paid in connection with the Lease.] [The undersigned has deposited $ with Landlord as a security deposit for the Lease.]

6. All work to be performed to the Premises for Tenant under the Lease has been performed in all material respects. All payments, free rent, or other credits, allowances or abatements required to be given under the Lease to Tenant with respect to work to be performed to the Premises have been received by Tenant. Tenant is in physical occupancy of the Premises and is operating its business in the Premises.

Exhibit F, Page 1

7. To the best of Tenant’s knowledge, as of the date hereof: (i) there exists no breach, default, or event or condition which, with the giving of notice or the passage of time or both, would constitute a breach or default by Tenant or Landlord under the Lease; and (ii) Tenant has no existing claims, defenses or offsets against rental due or to become due under the Lease.

8. Tenant has no right of first refusal or option to purchase all or any part of the Premises or the building of which the Premises is a part. Tenant has no right to occupy any additional space at the Premises. Tenant has no cancellation right or right to terminate the Lease.

9. Purchaser shall not be liable for or bound by any modification or amendment of the Lease, or any waiver of any terms of the Lease, that (i) materially modifies the economic terms of the Lease, or (ii) materially and adversely affects Landlord’s obligations under the Lease or Purchaser’s rights, duties or obligations, unless such modification, amendment, or waiver was consented to in writing by Purchaser.

10. The undersigned, as of this date, has no charge, lien, or claim of offset under the Lease or otherwise, against rents or other charges due or to become due thereunder.

11. No actions, whether voluntary or otherwise, are pending against the undersigned under the bankruptcy or insolvency laws of the United States or any state thereof.

12. Tenant has not caused any new construction or repair work to be performed to the Premises within the last 120 days, or if performed, the cost of such work has been paid in full or will be paid in full by Tenant.

13. The person executing this certificate on behalf of Tenant is duly authorized to execute this certificate. This certificate may be relied upon by Purchaser (and its successors and assigns) and by any title company issuing title insurance in connection with the acquisition of the Property by Purchaser, and Tenant hereby agrees that this Certificate shall be binding upon the undersigned (and its successors and assigns).

IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed this , 2007.


TENANT:

[NAME]

By:
Name:
Title:

Exhibit F, Page 2

Schedule 1

Copy of Lease

Exhibit F, Page 3

Exhibit G

Form of Assignment Agreement

ASSIGNMENT OF TRADEMARKS AND TRADE NAMES

This ASSIGNMENT OF TRADEMARKS AND TRADE NAMES (“Assignment Agreement”) is effective as of , 2007, by and between AHF NEVADA, INC., a Virginia corporation (“Seller”), and MRC I FUNDING CORPORATION, a Virginia corporation (“Buyer”).

WHEREAS, Reference is made to that certain Hotel Purchase and Sale Agreement dated as of , 2007 (as amended, the “Purchase Agreement”) by and between Seller, as seller, and Buyer, as buyer;

WHEREAS, Pursuant to the Purchase Agreement, Buyer is conveying to Seller certain real property, together with all structures and other improvements located thereon and thereunder, as described on Exhibit A of the Purchase Agreement and by this reference incorporated herein (the “Land”). Capitalized terms used but not defined in this Assignment shall have the meanings ascribed to them in the Purchase Agreement;

WHEREAS, Seller has adopted and used trademarks, service marks, logos, trade styles, trade names, and other intellectual property including the names and marks [ , ] (collectively the “Marks”) and is the owner of and has the right to convey all right, title, and interest in and to the Marks; and

WHEREAS, Buyer wishes to acquire all right, title, and interest in and to the Marks, including all applications and registrations therefor and common law rights thereto, together with the goodwill of the business symbolized by the Marks and the right to bring suit and recover damages for past infringement of the Marks.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby assigns to Buyer all right, title, and interest in and to the Marks, including all applications and registrations therefor and common law rights thereto, together with the goodwill of the business symbolized by the Marks, and the right to bring suit and recover damages for past infringement of the Marks. This assignment of rights is worldwide and pertains to all rights that Seller has in any country.

In consideration of the foregoing and the mutual covenants and conditions set forth herein, the parties agree as follows:

Except for those liabilities and obligations that Buyer expressly accepts as provided in the Purchase Agreement, Buyer is not assuming any of the debts, liabilities or other obligations of, or claims against, Seller of any kind or nature whether direct or contingent and whether known or unknown.

Seller agrees not to object to or otherwise challenge anywhere in the world Buyer’s use or registration of the Marks.

Exhibit G, Page 1

Seller represents and warrants that it has not assigned or transferred any rights in the Marks other than to Buyer under the terms of this Assignment Agreement.

Seller will not use or register, or authorize any third party to use or register, the Marks, or anything similar thereto, for any goods or services.

This Assignment Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada.

[Signature page follows]

Exhibit G, Page 2

IN WITNESS WHEREOF, the parties have executed this Assignment of Trademarks and Trade Names – Marriott Suites Las Vegas) effective as of the date first written above.


SELLER:

AHF Nevada, Inc., a Virginia corporation

By:
Name:
Title:

PURCHASER:

MRC I FUNDING CORPORATION, a Delaware corporation

By:
		Name: Xxxxxxx Xxxxxxx
		Title: Authorized Signatory

Exhibit G, Page 3

Exhibit H

Form of FIRPTA Certificate

TRANSFEROR’S CERTIFICATION OF NONFOREIGN STATUS

Section 1445 of the Internal Revenue Code of 1954, as amended (the “Code”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform (the “Transferee”) that withholding of tax under Section 1445 of the Code will not be required upon the transfer of a U.S. real property interest to the Transferee by AHF NEVADA, INC., a Virginia corporation (the “Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:

(a) The Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);

(b) The Transferor’s U.S. employer identification number is ; and

The Transferor understands that this Certificate may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjury I declare that I have examined this Certification and, to the best of my actual knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.


Date Executed:	AHF NEVADA, INC.,
	a Virginia corporation

	By:
		Name:
		Title:

Exhibit H, Page 1

Exhibit I-1

Form of Certificate as to Representations and Warranties

(Seller)

CERTIFICATE OF AHF NEVADA, INC.

Reference is made to that certain Purchase Agreement, dated as of , 2007, by and between AHF NEVADA, INC., a Virginia corporation (“Seller”), and MRC I FUNDING CORPORATION, a Delaware corporation (“Purchaser”), pursuant to which Seller agreed to sell to Purchaser, and Purchaser agreed to purchase from Seller, the improved real property and other assets described therein (the “Sale Contract”). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Sale Contract.

Seller hereby certifies that: (i) except as set forth on Exhibit A, the representations and warranties of Seller contained in the Sale Contract, including those contained in Section 6.1 of the Sale Contract, are true and correct in all material respects on the date hereof with the same force and effect as if such representations and warranties had been made by Seller on and as of the date hereof, and (ii) Seller has complied in all material respects with its obligations and covenants under the Sale Contract.

[The Remainder of This Page Is Intentionally Left Blank]

Exhibit I-1, Page 1

IN WITNESS WHEREOF, Seller has executed and delivered this Certificate of AHF Nevada, Inc., as of , 2007.


SELLER:

AHF Nevada, Inc., a Virginia corporation

By:
Name:
Title:

Exhibit I-1, Page 2

EXHIBIT A

None

Exhibit I-1, Page 3

Exhibit I-2

Form of Certificate as to Representations and Warranties

(Purchaser)

CERTIFICATE OF

MRC I FUNDING CORPORATION

Reference is made to that certain Purchase Agreement, dated as of July , 2007, by and between AHF NEVADA, INC., a Virginia corporation (“Seller”), and MRC I FUNDING CORPORATION, a Virginia corporation (“Purchaser”), pursuant to which Seller agreed to sell to Purchaser, and Purchaser agreed to purchase from Seller, the improved real property and other assets described therein (the “Sale Contract”). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Sale Contract.

Purchaser hereby certifies that: (i) except as set forth on Exhibit A, the representations and warranties of Purchaser contained in the Sale Contract, including those contained in Section 7 of the Sale Contract, are true and correct in all material respects on the date hereof with the same force and effect as if such representations and warranties had been made by Purchaser on and as of the date hereof, and (ii) Purchaser has complied in all material respects with its obligations and covenants under the Sale Contract.

[The Remainder of This Page Is Intentionally Left Blank]

Exhibit I-2, Page 1

IN WITNESS WHEREOF, Purchaser has executed and delivered this Certificate of MRC I Funding Corporation as of , 2007.


PURCHASER:

MRC I FUNDING CORPORATION, a Delaware corporation

By:
		Name: Xxxxxxx Xxxxxxx
		Title: Authorized Signatory

Exhibit I-2, Page 2

Exhibit J

Form of Owner’s Affidavit

FIRST AMERICAN TITLE INSURANCE COMPANY

Owner/Seller Affidavit

State of ;

County of ;

The undersigned owner(s) being first duly sworn on oath, depose(s) and say(s), that they are the owner(s) of property known and described as:

See Exhibit “A” attached hereto and made a part hereof;

and as further described in First American Title Insurance Company Commitment No. NCS-

1.	That, as owner(s) they have personal knowledge of the facts sworn to in this Affidavit and have the power and authority to execute this Affidavit.

That the Owner is a limited partnership and said limited partnership is in Good Standing in its state of origin and state in which property is located and is qualified to do business in the said jurisdiction and that the Partnership Agreement is in full force and effect with no changes to the original Articles except by amendments already disclosed to this Company and no proceeding is pending for Owner’s dissolution or annulment.

3.	That all license, state franchise, and city and corporation taxes, if applicable, due and payable by Owner have been paid in full.

4.	That no proceedings in Bankruptcy or receivership have been instituted by or against the owner and the owner has never made an assignment for the benefit of creditors.

That there is no action or proceeding now pending in any state or federal court in the United States to which the owner is a party and which affects the Premises; nor is there any state or federal court judgment, state or federal tax lien, or any other state or federal lien of any nature against the owner which may constitute a lien charge upon the Premises.

That there are no delinquent real estate taxes or unpaid current real estate taxes; nor any pending or levied assessments on the Premises, including but not limited to those for sidewalks, streets, sewers and water lines, or any liens or charges of any kind which could cause a tax sale of the premises.

That the Owner has not caused any work, services, or labor to be done, or any fixtures, apparatus or materials to be furnished, in connection with, or to, the said premises, except such materials, fixtures, work, apparatus, labor or services as have been fully and completely paid for; that there is no claim or indebtedness to anyone for any labor, fixtures, apparatus, materials, services or work done to, upon, or in connection with the said premises; that there is no mechanics lien claim against the premises, whether of record or otherwise.

Except as set forth in the aforesaid Commitment, there are no recorded or unrecorded mortgages, improvement loans, chattel mortgages, conditional bills of sale, Contracts of sale, written leases (except that in connection with which this affidavit is given), retention agreements, security agreements, agreements not to sell or encumber, financing statements or personal

Exhibit J, Page 1

property leases which affect the Premises or which affect any fixtures, appliances, or equipment now installed in or on the Premises.

That there are no tenants or parties who have leasehold or tenancy rights to occupy any portion of the Premises except tenants who have the right to occupy the Premises, as tenants only, pursuant to the agreements disclosed on Exhibit B, and no party has any right of first refusal or option to purchase the Premises or any portion thereof.

10.	That all charges for water or sewer services; vault rentals provided to the Premises by the county and/or city in which the Premises is located which are currently due have been paid.

11.	That the Owner is not in violation of any enforceable covenants, conditions or restrictions.

12.	That the survey referred to in the aforesaid commitment depicts all of the improvements located on the Premises as of the date of the survey, and there have been no structural changes to the exterior of the buildings shown on said survey since the date of the survey.

13.	That the Owner is not a foreign person, foreign trust or other foreign entity as those terms are defined in or contemplated by Section 1445 of the Internal Revenue Code of 1986, as amended, and regulations promulgated pursuant thereto.

AHF Nevada, Inc., a Virginia corporation

By: [Name & Title]

Subscribed and Sworn to before me this , day of , .

Notary Public

My Commission expires:

Exhibit J, Page 2

EXHIBIT A

LEGAL DESCRIPTION

That portion of the South Half (S1/2) of the Southeast Quarter (SE1/4) of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 61 East, M.D.B. & M. described as:

All of Lot Three (3) as shown by map thereof in File 54 of parcel Maps, Page 29, in the office of the County Recorder of Xxxxx County, Nevada.

Exhibit J, Page 3

EXHIBIT B

Exhibit J, Page 4

Exhibit K

Form of Gap Indemnity

GAP INDEMNITY AGREEMENT


Date: ___________		NCS-

WHEREAS, First American Title Insurance Company (the “Company”) is about to issue its title insurance policy or policies to _________________ or its assigns under the purchase agreement upon the parcel of real estate (the “Premises”) described in title insurance commitment no. NCS-_____________________ dated _________, 2007;

AND WHEREAS, the Company has been requested to issue such policy or policies (or “marked-up” commitment therefor) prior to the recording of the deed, mortgage or other instruments to be insured;

NOW THEREFORE, in consideration of the issuance of said title insurance policy or policies and other good and valuable consideration, the undersigned covenants and agrees as follows:

As an inducement to the Company to insure over any matters attaching or created during the “gap” in time between the last continuation of title and the earlier of (i) ___________, 2007, or (ii) recording of the deed, mortgage, or other such instrument with respect to the Premises, the undersigned shall (1) promptly remove of record any matters filed of record during said gap period, and (2) hold harmless and indemnify the Company or any loss, cost expense, claim or damage, including without limitation reasonable attorneys fees, arising with respect to any such matters.

THE UNDERSIGNED EXECUTES THIS AGREEMENT BECAUSE OF THE BENEFITS DIRECTLY AND INDIRECTLY ACCRUING TO IT BY REASON OF THE ISSUANCE OF SAID POLICY OR POLICIES.

Exhibit K, Page 1

IN WITNESS WHEREOF, this instrument has been executed as of , 2007.


INDEMNITOR:

AHF Nevada, Inc., a Nevada corporation

By:
Name:
Title:

Exhibit K, Page 2

Exhibit L

Form of Nevada Declaration of Value

STATE OF NEVADA

DECLARATION OF VALUE


1. Assessor Parcel Number(s)

		a)
		b)
		c)
		d)


2. Type of Property
a) ¨ Vacant Land	b) ¨ Single Fam. Res.	FOR RECORDERS OPTIONAL USE
c) ¨ Condo/Twnhse	d) ¨ 2-4 Plex	Book _______________ Page: _____________
e) ¨ Apt. Bldg.	f) ¨ Comm’l/Ind’l	Date of Recording: _______________________
g) ¨ Agricultural	h) ¨ Mobile Home	Notes: _________________________________
i) ¨ Other _______________________________

3. Total Value/Sales Price of Property:		___________________________________

Deed in Lieu of Foreclosure Only (value of property)		($ _________________________________)

Transfer Tax Value:		__________________________________
		__________________________________

4. If Exemption Claimed:

a. Transfer Tax Exemption, per NRS375.090, Section: __________

b. Explain reason for exemption:
___________________________________________________________________________________________

5. Partial Interest: Percentage being transferred: ________________%

The undersigned declares and acknowledges, under penalty of perjury, pursuant to NRS 375.060 and NRS 375.110, that the information provided is correct to the best of their information and belief, and can be supported by documentation if called upon to substantiate the information provided herein. Furthermore, the parties agree that disallowance of any claimed exemption, or other determination of additional tax due, may result in a penalty of 10% of the tax due plus interest at 1% per month. Pursuant to NRS 375.030, the Buyer and Seller shall be jointly and severally liable for any additional amount owed.

Signature: See Attached.		Capacity: __________________________

Signature: See Attached.		Capacity: __________________________

Exhibit L, Page 1

SELLER (GRANTOR) INFORMATION

(REQUIRED)

BUYER (GRANTEE) INFORMATION

(REQUIRED)

Print Name: AHF Nevada, Inc.

Print Name: MRC I Funding Corporation



Address:						Address:



City:						City:

State:

Zip:

State:

Zip:

COMPANY/PERSON REQUESTING RECORDING (required if not seller or buyer)



Print Name:						File Number:

Address

City:

State:

Zip:

(AS A PUBLIC RECORD THIS FORM MAY BE RECORDED/MICROFILMED)

Exhibit L, Page 2

[Signature page to State of Nevada Declaration of Value]


SELLER:

AHF NEVADA, INC., a Virginia corporation

By:
Name:
Title:

PURCHASER:

MRC I FUNDING CORPORATION, a Delaware corporation

By:
		Name: Xxxxxxx Xxxxxxx
		Title: Authorized Signatory

Exhibit L, Page 3

EXHIBIT A

None

Exhibit L, Page 4

Exhibit M

Title Commitment

Exhibit M, Page 1

Schedule 2.2(d)

Leases

1)	Goldentel – Pay Phones

2)	Innovus – ATM Machine

3)	Linkage Concession Agreement – Desk Space

Schedule 2.2(d), Page 1

Schedule 2.2(f)

Warranties

None

Schedule 2.2(f), Page 1

Schedule 2.2(i)

Marks

None

Schedule 6.1(i), Page 1

Schedule 6.1(d)

FF&E (Leases and Encumbrances)

1)	Cingular/AT&T – 7 Cellular Phones

2)	E-Room Systems – Mini Bars

3)	Ikon – 2 Copy Machines/2 Fax Machines

4)	Muzak – Music Equipment

5)	Pitney Xxxxx – Postage Machine

6)	XETA – Telecommunications Equipment

7)	XETA – Call Accounting System

Schedule 6.1(d), Page 1

Schedule 6.1(e)

Contracts

1)	ADT Security – Panic Buttons/Safe

2)	ASCAP – Music License

3)	Embarq – DSL Lines

4)	Brinks – Money

5)	Carrier Commercial Services – Chiller Service

6)	Certegy – Check Verification

7)	Ecolab – Stealth Fly Program

8)	Ecolab – Pest Elimination Service

9)	Elite Media – Outdoor Advertising Agent

10)	Enviro-Tech – Kitchen Exhaust Fans and Hood Cleaning

11)	Ibahn – Internet Service

12)	Xxxxxxx Controls – Fire Detection Service

13)	Xxxxxx – Emergency Generator Inspection

14)	Micros – Micros Maintenance

15)	Xxxx Elevator Co. – Elevator Maintenance

16)	Statewide Fire Protection – Fire Sprinkler Maintenance

17)	True Green – Grounds Maintenance

18)	Western Linen – Laundry

Schedule 6.1(e), Page 1

Schedule 6.1(g)

Notices of Violations

None

Schedule 6.1(g), Page 1

Section 6.1(o)

Litigation

1)	State of Nevada Tax Audit - Pending

Schedule 6.1(o), Page 1

Schedule 6.1(t)

Permits

1)	Xxxxx County Business License - Gif/Novelty Non-Resort

2)	Xxxxx County Business License - Transient Lodging, Hotel- Motel

3)	Xxxxx County Business License - Convention Pavilion

4)	Xxxxx County Business License - Restaurant License

5)	Xxxxx County Business License - Liquor License

6)	Southern Nevada Health Permit - Drinking Establishment

7)	Southern Nevada Health Permit - Restaurant

8)	Southern Nevada Health Permit - Snack Bar

9)	Southern Nevada Health Permit - Restaurant – Employee Dining

Schedule 6.1(t), Page 1

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Table of Contents

HOTEL PURCHASE AND SALE AGREEMENT by and between AHF NEVADA, INC. as Seller, and MRC I FUNDING CORPORATION as Purchaser

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