Common use of Review Period Clause in Contracts

Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: (a) All Warranties and Licenses relating to the Hotel or any part thereof; (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year; (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel. (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith; (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected. (g) Any other information described on Schedule 3.1 attached hereto.

Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five three (53) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to (or make available at the extent the same are in the possession or control of Seller Hotel) for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: (a) All Warranties and Licenses relating to the Hotel or any part thereof; (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Existing Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year; (d) All Construction Plans (regardless of whether the same can be transferred or assigned)Engineering, the most recent mechanical, architectural and construction plans, drawings, specifications and contracts, payment and performance bonds, title policies, reports or and commitments, current zoning information and marketing and economic data relating to the Hotel and the construction construction, development, installation and equipping thereof, as well as copies of the most recent all environmental reportsreports and information, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Contracts, Plans and Specs relating to or affecting the Hotel.. If the Hotel is purchased by Buyer, all such documents and information relating to the Hotel shall thereupon be and become the property of Buyer without payment of any additional consideration therefor; (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;; and (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected. (g) Any other information described on Schedule 3.1 attached hereto. Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below.

Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five two (52) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to (or make available at the extent the same are in the possession or control of Seller Hotel) for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: (a) All Warranties and Licenses relating to the Hotel or any part thereof; (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Existing Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year; (d) All Construction Plans (regardless of whether the same can be transferred or assigned)Engineering, the most recent mechanical, architectural and construction plans, drawings, specifications and contracts, payment and performance bonds, title policies, reports or and commitments, current zoning information and marketing and economic data relating to the Hotel and the construction construction, development, installation and equipping thereof, as well as copies of the most recent all environmental reportsreports and information, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Contracts, Plans and Specs relating to or affecting the Hotel.. If the Hotel is purchased by Buyer, all such documents and information relating to the Hotel shall thereupon be and become the property of Buyer without payment of any additional consideration therefor; (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;; and (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected. (g) Any All documents related to the Existing Loan and contact information for the servicers of the Existing Loan. Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information described on Schedule 3.1 attached heretothat is relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below.

Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five two (52) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, and to the extent available and in Seller’s possession or under its control, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: (a) All Warranties and Licenses relating to the Hotel or any part thereof; (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Existing Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year; (d) All Construction Plans (regardless of whether the same can be transferred or assigned)Existing engineering, the most recent mechanical, architectural and construction plans, drawings, specifications and contracts, payment and performance bonds, title policies, reports or and commitments, current zoning information and marketing and economic data relating to the Hotel and the construction construction, development, installation and equipping thereof, as well as copies of the most recent all environmental reportsreports and information, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Contracts, Plans and Specs relating to or affecting the Hotel.. If the Hotel is purchased by Buyer, all such documents and information relating to the Hotel shall thereupon be and become the property of Buyer without payment of any additional consideration therefor, subject to any third party licensing or other limitations as to the use of other parties to utilize any of such documents and information; (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;; and (f) All notices received from governmental authorities since January 1, 2007 in connection with the Hotel and all other notices received from governmental authorities received at any time that that, to Seller’s Knowledge, relate to any noncompliance or violation of law that that, to Seller’s Knowledge, has not been corrected. (g) Any All documents related to the Existing Loan and contact information for the servicers of the Existing Loan. Seller shall, upon not less than two (2) Business Days advance notice from Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices or at the corporate offices of Manager, and Seller agrees to provide Buyer copies of all other reasonably requested information described on Schedule 3.1 attached heretothat is relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans and specifications for development of the Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3, 3.4, 4.4 and 16.6 and Article VI below.

Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: (a) All Warranties and Licenses relating to the Hotel Hotels or any part thereof; (b) Income and expense statements and budgets for the HotelHotels, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel Hotels and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; (c) All real estate and personal property tax statements with respect to the Hotel Hotels and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year; (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel Hotels and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the HotelHotels. (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the HotelHotels, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith; (f) All notices received from governmental authorities in connection with the Hotel Hotels and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected. (g) Any other information described on Schedule 3.1 attached hereto.

Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after following the date of this Contractthat final Plans and Specifications have been delivered by Seller to Buyer, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five two (52) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to (or make available at the extent the same are in the possession or control of Seller Hotel) for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: (a) All Warranties currently in effect and Licenses relating to the Hotel or any part thereof; (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years date, if any (the “Financial Statements”), and the Seller shall provide to Buyer copies of all income and expense statements generated by the Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below (c) Seller also agree to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; (cd) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year; (de) All Construction Plans (regardless of whether the same can be transferred or assigned)Engineering, the most recent mechanical, architectural and construction plans, drawings, specifications and contracts, payment and performance bonds, title policies, reports or and commitments, current zoning information and marketing and economic data relating to the Land or the Hotel and the construction construction, development, installation and equipping thereof, as well as copies of the most recent all environmental reportsreports and information, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Contracts, Plans and Specs relating to or affecting the Hotel.. If the Hotel is purchased by Buyer, all such documents and information relating to the Hotel shall thereupon be and become the property of Buyer without payment of any additional consideration therefor; (ef) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements agreements, if any, for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;; and (fg) All notices received from governmental authorities in connection with the Hotel Land for the current year and each of the two(2) calendar years prior to the current year and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected. Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is relevant to the management, operation, use, occupancy or leasing of or title to the Property and the plans and specifications for development of the Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. (g) Any other information described on Schedule 3.1 attached hereto.

Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five two (52) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, and to the extent available and in Seller’s possession or under its control, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: (a) All Warranties and Licenses relating to the Hotel or any part thereof; (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Existing Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year; (d) All Construction Plans (regardless of whether the same can be transferred or assigned)Existing engineering, the most recent mechanical, architectural and construction plans, drawings, specifications and contracts, payment and performance bonds, title policies, reports or and commitments, current zoning information and marketing and economic data relating to the Hotel and the construction construction, development, installation and equipping thereof, as well as copies of the most recent all environmental reportsreports and information, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Contracts, Plans and Specs relating to or affecting the Hotel.. If the Hotel is purchased by Buyer, all such documents and information relating to the Hotel shall thereupon be and become the property of Buyer without payment of any additional consideration therefor, subject to any third party licensing or other limitations as to the use of other parties to utilize any of such documents and information; (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;; and (f) All notices received from governmental authorities since January 1, 2007 in connection with the Hotel and all other notices received from governmental authorities received at any time that that, to Seller’s Knowledge, relate to any noncompliance or violation of law that that, to Seller’s Knowledge, has not been corrected. (g) Any Contact information for the servicers of the Existing Loan. Seller shall, upon not less than two (2) Business Days advance notice from Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices or at the corporate offices of Manager, and Seller agrees to provide Buyer copies of all other reasonably requested information described on Schedule 3.1 attached heretothat is relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans and specifications for development of the Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3, 3.4, 4.4 and 16.6 and Article VI below.

Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: (a) All Warranties and Licenses relating to the Hotel or any part thereof; (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year; (d) All Construction Plans (regardless of whether the same can be transferred or assigned)) , the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel. (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith; (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected. (g) Any other information described on Schedule 3.1 attached hereto.

Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five thirty (4530) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five three (53) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to (or make available at the extent the same are in the possession or control of Seller Hotel) for Buyer’s review, to the extent not previously delivered to BuyerBuyer and to the extent available and/or in existence, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: (a) All Warranties and Licenses relating to the Hotel or any part thereof; (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Existing Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year; (d) All Construction Plans (regardless of whether the same can be transferred or assigned)Engineering, the most recent mechanical, architectural and construction plans, drawings, specifications and contracts, payment and performance bonds, title policies, reports or and commitments, current zoning information and marketing and economic data relating to the Hotel and the construction construction, development, installation and equipping thereof, as well as copies of the most recent all environmental reportsreports and information, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Contracts, Plans and Specs relating to or affecting the Hotel.. If the Hotel is purchased by Buyer, all such documents and information relating to the Hotel shall thereupon be and become the property of Buyer without payment of any additional consideration therefore subject to the receipt of any consents required to transfer such documents to the Buyer which Seller shall use reasonable efforts to secure; (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation due and payable by Seller in connection therewith;; and (f) All notices received received, if any, from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time time, if any, that relate to any noncompliance or violation of law that has not been corrected. Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans and specifications for development of the Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. (g) Any other information described on Schedule 3.1 attached hereto.

Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five sixty (4560) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five seven (57) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to (or make available at the extent the same are in the possession or control of Seller Hotel) for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereofthereof and subject to Section 16.6 herein: (a) All Warranties and Licenses relating to the Hotel or any part thereof; (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Existing Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year; (d) All Construction Plans (regardless of whether the same can be transferred or assigned)Engineering, the most recent mechanical, architectural and construction plans, drawings, specifications and contracts, payment and performance bonds, title policies, reports or and commitments, current zoning information and marketing and economic data relating to the Hotel and the construction construction, development, installation and equipping thereof, as well as copies of the most recent all environmental reportsreports and information, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Contracts, Plans and Specs relating to or affecting the Hotel.. If the Hotel is purchased by Buyer, all such documents and information relating to the Hotel shall thereupon be and become the property of Buyer without payment of any additional consideration therefor; (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;; and (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected. (g) Any other information described on Schedule 3.1 attached hereto. Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below.

Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five sixty (4560) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Buyer acknowledges that (i) Seller did not construct the Hotel, (ii) Seller has owned the Property since February __, 2005, and (iii) Seller’s knowledge of the Property, and certain documentation and information pertaining to the construction and operation of the Hotel, may be limited when compared to a hotel constructed by a seller or owned by a seller for an extended period of time. Within five two (52) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to (or make available at the extent the same are in the possession or control of Seller Hotel) for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof, but only to the extent that the following are in the actual possession of Seller or Manager or are readily obtainable by them upon request to third parties: (a) All Warranties and Licenses relating to the Hotel or any part thereof; (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of all prior years in which the three (3) prior fiscal years Hotel was operational (the “Financial Statements”), Table of Contents and Seller shall provide to Buyer copies of all income and expense statements (excluding items set forth in Item 15 of Schedule 1) generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, statements provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.68.6 below, belowso long as such information is in either Seller’s or Manager’s actual possession or is readily obtainable by them; (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three two (32) calendar years prior to the current year; (d) All Construction Plans (regardless of whether the same can be transferred or assigned)Engineering, the most recent mechanical, architectural and construction plans, drawings, specifications and contracts, payment and performance bonds, title policies, reports or and commitments, current zoning information and marketing and economic data relating to the Hotel and the construction construction, development, installation and equipping thereof, as well as copies of the most recent all environmental reportsreports and information, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Contracts, Plans and Specs relating to or affecting the Hotel.. If the Hotel is purchased by Buyer, all such documents and information relating to the Hotel shall thereupon be and become the property of Buyer without payment of any additional consideration therefor; (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;; and (f) All notices received from governmental authorities in connection with the Hotel for the current year and each of the two (2) calendar years prior to the current year and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected. . Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is relevant to the management, operation, use, occupancy or leasing of or title to the Hotel and the plans specifications for development of the Hotel, but only to the extent the same is in the actual possession of Seller or Manager or readily obtainable by them. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (gi) Any the Initial ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other information described on Schedule 3.1 attached hereto.rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Table of Contents