Common use of Study Period Clause in Contracts

Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror Buyer shall have the right, until 5:00 p.m. on upon prior reasonable written notice to the last day of Seller to examine the Study Period, books and thereafter if records relating to the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described belowProperty, to enter upon the Real Property Land and to perform, at the Acquiror's Buyer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Buyer may deem appropriate. If such tests, studies and investigations warranttaking care to cause minimal interference with the business conducted on the Property; provided that (i) no invasive testing may be conducted without the Seller’s prior written consent, which may be withheld by the Seller in the Acquiror's sole, absolute and unreviewable its sole discretion, and (ii) none of the acquisition Buyer or any of its representatives, lender, consultants and agents shall (x) cause any damage or make any physical changes to any of the Property for or (y) intentionally or unreasonably interfere with the purposes contemplated by rights of Hotel guests or others who may have a legal right to use or occupy the Acquiror, then Property or (z) otherwise intentionally or unreasonably interfere with the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration operation of the Study PeriodProperty. The Seller or its representatives shall have the right to be present to observe any testing or other inspection performed on any of the Property. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Periodreason, or if no reason, the Acquiror Buyer notifies the ContributorSeller, in writing, prior to 5:00 p.m. Central Time on the expiration last day of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror ▇▇▇▇▇▇▇ Money shall be released from any immediately returned to the Buyer, and, upon return of the ▇▇▇▇▇▇▇ Money, the Buyer and the Seller shall have no further liability rights, liabilities or obligation under obligations hereunder (except as expressly survive the termination of this Agreement). (b) During Promptly after the Study PeriodEffective Date, and throughout the Contributor shall make term of this Agreement as any of the materials listed in Schedule B become available to the AcquirorSeller or are amended or updated, its agents(to the extent not previously provided or made available to the Buyer) the Seller shall deliver to the Buyer, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related such materials or information if any, relating to the Property which are in, or come into, the Contributor's Seller’s possession or control. (c) The Acquiror Buyer hereby indemnifies agrees to indemnify, defend and defends hold the Contributor Seller, and its employees, guests, contractors, tenants, manager and their respective invitees harmless from all personal injury or property damage suffered or incurred by or claimed against the foregoing arising directly out of any loss, damage due diligence activities conducted or claim arising from the entry upon the Real Property Land by any of Buyer, its representatives, lenders, consultant or agents, provided, however, such indemnity shall not cover liability arising from pre-existing conditions unless such pre-existing conditions are exacerbated by the Acquiror Buyer or any its consultants, agents, contractors contractors, employees or employees representatives, in which case the Buyer shall be liable for and to the extent of the Acquirorexacerbated condition and not the pre-existing condition. The AcquirorBuyer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorBuyer, or its agents or contractors, but specifically excluding restoring or correcting any environmental or other damage to the Real Property that is discovered as a result of such tests or studies. The Buyer and any of its agents and contractors shall maintain at all times during their entry upon any of the Property for the purpose of conducting any due diligence activities, commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) combined single limit, bodily injury, death and property damage insurance per occurrence. Upon the Seller’s request, Buyer (or its agents or contractor) will deliver a certificate issued by the insurance carrier of each such policy to the Seller prior to any entry upon any Property. (d) During The Buyer’s obligations under this SECTION 3.1 shall survive any termination of this Agreement or the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration Closing of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptionstransaction contemplated herein.

Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property Land for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror Purchaser shall have the right, until 5:00 p.m. period (the “Study Period”) commencing on the last day Effective Date and ending on October 1, 2007, to physically inspect the Property, review economic data and market conditions, underwrite and interview the Tenants and review the Leases, conduct appraisals, perform examinations of the physical condition of the Improvements, examine the Real Property for the presence of Hazardous Materials, to consult with government officials concerning the Property, and to otherwise conduct such due diligence and underwriting as Purchaser, in its sole and absolute discretion, deems appropriate. At any time before the end of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrantPurchaser may, in the Acquiror's sole, its absolute and unreviewable discretiondiscretion and for any reason or no reason, terminate this Agreement by giving written notice thereof to Seller (the acquisition of “Termination Notice”). In the Property for event that Purchaser gives a Termination Notice before the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration end of the Study Period, this Agreement shall automatically terminate, the Deposit promptly shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations or liabilities to each other hereunder other than Purchaser’s obligations under Section 5.1(b) and Section 5.3, and Purchaser shall deliver to Seller copies of all third-party reports prepared for the benefit of Purchaser in connection with its due diligence investigations of the Property provided that Seller shall reimburse Purchaser for the actual out-of-pocket costs incurred by Purchaser in connection therewith. If for any reason Purchaser fails to deliver the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to Termination Notice by the expiration of the Study Period, or if Purchaser shall be deemed to have approved the Acquiror notifies purchase of the Contributor, in writing, prior Property subject to the expiration terms and condition of this Agreement and the Deposit shall become non-refundable to Purchaser except as otherwise expressly set forth in this Agreement. Notwithstanding anything in this Section 5.2 to the contrary, Purchaser may not terminate this Agreement pursuant to this Section 5.2 with respect to only one Property. Notwithstanding anything herein to the contrary, Seller shall, not later than September 24, 2007, deliver to Purchaser a certified rent roll of the Property setting forth all of the Leases in place as of such date. If Seller fails to deliver the certified rent roll to Purchaser by such date, then the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreementextended one day for each day of delay beyond such date in delivering such certified rent roll. (b) During the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror Seller and the Buyer agree that the Buyer shall have be allowed the rightright of entry on the property, for a period of 30 days or continue until settlement, whichever shall first occur for the purpose of conducting such physical surveys, environmental surveys, and audits, inspections, tests, borings, and the like as the Buyer may, in its discretion, deem appropriate. In the event that Buyer by 5:00 p.m. on the last thirtieth day from the date of execution of this Contract by ▇▇▇▇▇ and Seller, determines in its sole judgment that any of studies or inspections are unacceptable, and so notifies Seller in writing, the Study Buyer may declare this Contract null and void. In the event ▇▇▇▇▇ declares this Contract null and void pursuant to this paragraph, the Deposit shall be returned to Buyer and both Buyer and Seller shall be relieved of all further liability hereunder. During the Inspection Period, the Buyer shall also have the right to examine the title to the various parcels of real estate and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected report such exceptions as it may find objectionable to proceed Seller. The Seller agrees to Closing in the manner described below, use best efforts to enter upon the Real Property address and to perform, at the Acquiror's expense, remedy such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriatereported exceptions. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor reported exceptions cannot be cured prior to the expiration of Closing Date, the Study Period. If for any reason Buyer may (a) proceed to closing, at no reduction in the Acquiror does not so notify Purchase Price, taking such title as the Contributor Seller may deliver, or (b) terminate this Contract, receiving a full refund of its determination to proceed to Closing prior to the expiration of the Study PeriodDeposit, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically whereupon neither party shall terminate, the Acquiror shall be released from have any further liability or obligation under to any other party to this Agreement. (b) During Contract. In the Study Periodexecution of the right of entry granted hereunder, the Contributor Buyer covenants that it shall make available to not commit waste nor otherwise damage the AcquirorProperty. The Buyer further indemnifies and saves harmless the Seller from and against any and all claims, its agentsliens, auditorsdamages, engineerslosses and causes of action which may be asserted by the Buyer's employees, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other agents or any third party who enters upon the Property or conducts tests related materials or information if any, relating to the Property which are in, at the request of or come into, on the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees behalf of the Acquiror. The Acquiror, at Buyer or its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiroragents. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.

Study Period. (a) The Acquiror a. Purchaser shall have the right, until 5:00 p.m. in its exclusive and absolute discretion, to terminate this Agreement for any reason whatsoever by giving written notice thereof to Seller on or before the last day date that is sixty (60) days following the Effective Date of this Agreement (the “Study Period”). Purchaser may, at its election in its sole discretion, waive the Study PeriodPeriod and accelerate the Closing Date (hereinafter defined). If Purchaser finds the Property suitable for its purposes, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected Purchaser shall notify Seller in writing of Purchaser’s election to proceed to Closing in (subject to the manner described below, to enter upon provisions of this Agreement) (the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor “Go Forward Notice”) prior to 5:00 P.M. Eastern Time on the expiration last date of the Study Period. If for any reason Purchaser fails to deliver the Acquiror does not so notify the Contributor of its determination Go Forward Notice to proceed to Closing Seller prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, then (i) this Agreement automatically shall terminate, the Acquiror shall be released from deemed automatically terminated and shall be of no further force and effect, (ii) the Initial Deposit shall be returned to Purchaser, and (iii) except as expressly provided for in this Agreement, neither Seller nor Purchaser shall have any further liability or obligation to the other under this Agreement. . Within five (b5) During the Study PeriodBusiness Days following execution of this Agreement, the Contributor Seller shall make available deliver, free of charge and cost to the AcquirorPurchaser, its agents, auditors, engineers, attorneys and other designees, for inspection copies any lender or owners policy of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's land title survey as may be in Seller’s actual possession or control. control (c) The Acquiror hereby indemnifies and defends the Contributor against any loss“Due Diligence Information”), damage which shall be provided by Seller without representation or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor warranty of any defects in title shown by such examination that the Acquiror kind. If this Agreement is unwilling to accept. At or terminated for any reason prior to Closing, Purchaser shall promptly cause all copies of all Due Diligence Information that are in Purchaser’s possession, custody, or control to be destroyed or otherwise returned to Seller upon Purchaser’s receipt of written request from Seller. b. After the Contributor Effective Date of this Agreement and until the Closing Date or termination hereof, Purchaser shall notify have the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributorright, at its optionoption and expense, shall either pay to enter upon the Property upon reasonable notice to perform non-destructive engineering tests, studies and/or economic investigations concerning the Property, and discharge (in which event, Seller has the Escrow Agent is authorized right to pay be present during any such entry and discharge at Closing) to observe all such defects at Closing, testing or provide bonds other investigation. Purchaser hereby agrees to indemnify and save Seller harmless from any losses actually incurred by Seller by virtue of Purchaser or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling its agents or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject employees entering on the Property to conduct such investigations. Purchaser further agrees to repair any liensphysical damage caused to the Property by Purchaser or its agents or employees in connection with such tests and studies and to cause the same to be fully restored to the condition existing immediately prior to Purchaser’s inspection thereof. Purchaser shall maintain a policy of commercial general liability insurance, encumbranceswith a single combined limit of not less than One Million and 00/100 Dollars ($1,000,000.00), covenantsfor personal injury and property damage, conditionscovering Purchaser and its agents, restrictionsrepresentatives and independent contractors during any such entry, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayedincluding contractual liability coverage. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above Seller shall be deemed Permitted Title Exceptions. If Acquiror named as additional insured on such commercial general liability policy, and Purchaser shall fail provide proof of such insurance to examine title and notify the Contributor of Seller, in a form reasonably acceptable to Seller, prior to any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those entry. c. Purchaser agrees that are Purchaser’s obligations pursuant to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions.this Agreement

Study Period. (a) The Acquiror Purchaser and its agents, contractors, engineers, surveyors, attorneys, employees, and invitees shall have the right, right until 5:00 p.m. Eastern Time on the last day of date that is forty- five (45) days following the Effective Date, but in no case later than January 31, 2025 (the “Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below”), to enter upon the Real Property and to performmake studies, at tests, analyses, or other determinations desired by the Acquiror's expensePurchaser, such economicincluding soil borings, drainage studies, surveying, engineeringsoil testing, environmental, topographic and marketing tests, studies and investigations the like. The Purchaser shall reasonably restore the Property if it is changed as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition a result of the Property for exercise of any of the purposes contemplated rights granted herein. The Study Period may be extended by the Acquiror, then Purchaser for thirty (30) days by providing written notice to the Acquiror may elect to proceed to Closing and shall so notify the Contributor Seller prior to the expiration of the initial 45-day period. The Purchaser may elect, at its sole discretion, during the Study Period. If , to terminate this Agreement for any reason (or for no reason whatsoever), in which event the Acquiror Deposit shall be returned to the Purchaser and the Parties shall have no further obligations to each other in connection with this Agreement. If the Purchaser does not so notify the Contributor of its determination to proceed to Closing terminate this Agreement prior to the expiration of the Study Period, or if the Acquiror notifies Purchaser fails or refuses to diligently pursue completion of its Conditions to Closing, as set forth in Section 8 below, the ContributorDeposit shall become non-refundable, except in writingthe case of the Seller’s failure or refusal to complete its Conditions to Closing, as also set forth in Section 8 below, and thereafter, the Purchaser shall have the right, from time to time, to enter upon the Property for the purpose of making any further inspection, investigations, studies, or tests which are reasonably deemed necessary or appropriate by the Purchaser, including, without limitation environmental, soils, surveys, and related tests. The Purchaser shall be deemed to have elected to terminate this Agreement by providing written notice delivered to the Seller prior to the expiration of the Study Period notifying the Seller that it has determined not to proceed to Closingthe Purchaser is terminating this Agreement. In the absence of such notice, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreementremain in full force and effect. (b) During Within five (5) business days following the Study Period, the Contributor shall make available to the Acquiror, its agents, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related materials or information if any, relating to the Property which are in, or come into, the Contributor's possession or control. (c) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date Effective Date of this Agreement, subject the Seller shall deliver to the Purchaser copies of any and all site plans, building plans, lease agreements, title reports, surveys, environmental reports, soil studies, archeological studies, geotechnical reports, zoning opinions, or letters and other tests, studies ,and documents pertaining to the Property to as are in the Seller’s possession or control. The Seller will cooperate with the Purchaser in updating any liensstudies, encumbrances, covenants, conditions, restrictions, easements reports or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptionstests.

Study Period. (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement. (b) During the Study Period, Purchaser, personally or through its authorized agent or representative, shall be entitled upon reasonable advance notice to Seller to enter upon the Contributor Property during normal business hours and shall have the right to make available to the Acquirorsuch investigations, its agentsincluding appraisals, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondencesoil tests, environmental audits studies and other related materials underwriting analyses, as Purchaser deems necessary or information if anyadvisable, subject to the following limitations: (a) such access shall not violate any law or agreement to which Seller is a party or otherwise expose Seller to a material risk of liability; (b) Purchaser shall give Seller written notice at least one (1) Business Day before conducting any inspections, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Property; (c) neither Purchaser nor its representatives shall interfere with the use, occupancy or enjoyment of the Property by Seller or its respective employees, contractors, customers or guests; (d) neither Purchaser nor its agents shall damage the Property or any portion thereof; (e) unless Seller agrees otherwise, before Purchaser or its agents enter onto the Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless for, from and against, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages resulting from or relating to the Property which are in, activities of Purchaser or come into, the Contributor's possession or control. its agents under this paragraph; and (cg) The Acquiror hereby indemnifies and defends the Contributor against any loss, damage or claim arising from entry upon the Real Property by the Acquiror or any agents, contractors or employees of the Acquiror. The Acquiror, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the Acquiror. (d) During the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's Seller’s prior written consent, which consent Seller may give or withhold in its absolute discretion, Purchaser shall not be unreasonably withheld conduct any Phase II exams, soil borings or delayedother invasive tests on or around the Property. All title matters revealed by The foregoing indemnification obligation shall survive the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title ExceptionsClosing or earlier termination of this Agreement. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of Further, during the Study Period, Seller agrees to make available to Purchaser, or to its duly authorized agents or representatives, copies of all applicable books and records relating to the Property and the operation and maintenance thereof to the extent that such title exceptions (other than those rendering title unmarketable and those that materials are in Seller’s possession or control. Such items may be examined at all reasonable times during normal business hours upon prior reasonable notice to be paid at Closing as provided above) shall be deemed Permitted Title ExceptionsSeller.

Study Period. 12 - (a) The Acquiror Buyer shall have the right, until 5:00 p.m. on upon prior reasonable written notice to the last day of Seller to examine the Study Period, books and thereafter if records relating to the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described belowProperty, to enter upon the Real Property Land and to perform, at the Acquiror's Buyer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror Buyer may deem appropriate. If such tests, studies and investigations warranttaking care to cause minimal interference with the business conducted on the Property; provided that (i) no invasive testing may be conducted without the Seller’s prior written consent, which may be withheld by the Seller in the Acquiror's sole, absolute and unreviewable its sole discretion, and (ii) none of the acquisition Buyer or any of its representatives, lender, consultants and agents shall (x) cause any damage or make any physical changes to any of the Property for or (y) intentionally or unreasonably interfere with the purposes contemplated by rights of Hotel guests or others who may have a legal right to use or occupy the Acquiror, then Property or (z) otherwise intentionally or unreasonably interfere with the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration operation of the Study PeriodProperty. The Seller or its representatives shall have the right to be present to observe any testing or other inspection performed on any of the Property. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Periodreason, or if no reason, the Acquiror Buyer notifies the ContributorSeller, in writing, prior to 5:00 p.m. Central Time on the expiration last day of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror ▇▇▇▇▇▇▇ Money shall be released from any immediately returned to the Buyer, and, upon return of the ▇▇▇▇▇▇▇ Money, the Buyer and the Seller shall have no further liability rights, liabilities or obligation under obligations hereunder (except as expressly survive the termination of this Agreement). (b) During Promptly after the Study PeriodEffective Date, and throughout the Contributor shall make term of this Agreement as any of the materials listed in Schedule B become available to the AcquirorSeller or are amended or updated, its agents(to the extent not previously provided or made available to the Buyer) the Seller shall deliver to the Buyer, auditors, engineers, attorneys and other designees, for inspection copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and other related such materials or information if any, relating to the Property which are in, or come into, the Contributor's Seller’s possession or control. (c) The Acquiror Buyer hereby indemnifies agrees to indemnify, defend and defends hold the Contributor Seller, and its employees, guests, contractors, tenants, manager and their respective invitees harmless from all personal injury or property damage suffered or incurred by or claimed against the foregoing arising directly out of any loss, damage due diligence activities conducted or claim arising from the entry upon the Real Property Land by any of Buyer, its representatives, lenders, consultant or agents, provided, however, such indemnity shall not cover liability arising from pre-existing conditions unless such pre-existing conditions are exacerbated by the Acquiror Buyer or any its consultants, agents, contractors contractors, employees or employees representatives, in which case the Buyer shall be liable for and to the extent of the Acquirorexacerbated condition and not the pre-existing condition. The AcquirorBuyer, at its own expense, shall restore any damage to the Real Property caused by any of the tests or studies made by the AcquirorBuyer, or its agents or contractors, but specifically excluding restoring or correcting any environmental or other damage to the Real Property that is discovered as a result of such tests or studies. The Buyer and any of its agents and contractors shall maintain at all times during their entry upon any of the Property for the purpose of conducting any due diligence activities, commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) combined single limit, bodily injury, death and property damage insurance per occurrence. Upon the Seller’s request, Buyer (or its agents or contractor) will deliver a certificate issued by the insurance carrier of each such policy to the Seller prior to any entry upon any Property. (d) During The Buyer’s obligations under this SECTION 3.1 shall survive any termination of this Agreement or the Study Period, the Acquiror, at its expense, shall cause an examination of title to the Property to be made, and, prior to the expiration Closing of the Study Period, shall notify the Contributor of any defects in title shown by such examination that the Acquiror is unwilling to accept. At or prior to Closing, the Contributor shall notify the Acquiror whether the Contributor is willing to cure such defects. Contributor may cure, but shall not be obligated to cure such defects. If such defects consist of deeds of trust, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Contributor, at its option, shall either pay and discharge (in which event, the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing, or provide bonds or indemnities in favor of the Title Company in order to remove such items from the Title Policy at Closing. If the Contributor is unwilling or unable to cure any other such defects by Closing, the Acquiror shall elect (1) to waive such defects and proceed to Closing without any abatement in the Consideration or (2) to terminate this Agreement. The Contributor shall not, after the date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Acquiror's prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Acquiror's title examination and not objected to by the Acquiror as provided above shall be deemed Permitted Title Exceptions. If Acquiror shall fail to examine title and notify the Contributor of any such title objections by the end of the Study Period, all such title exceptions (other than those rendering title unmarketable and those that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptionstransaction contemplated herein.