Common use of Study Period Clause in Contracts

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

Study Period. (a) Purchaser and Purchaser’s its agents, contractors, auditors, engineers, attorneys, employees, consultants, other representatives and potential lessee or manager lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right, until 5:00 p.m., YountvilleDallas, California Texas time on the last day of the Study Period, and thereafter if Purchaser notifies does not notify Seller in writing prior to the expiration of the Study Period that Purchaser has elected not to terminate this AgreementAgreement and this Agreement is not deemed to have been terminated due to the failure to deposit the Additional Deposit, to enter upon the Real Property upon one (1) business day not less than 24 hours prior notice to Seller (which notice may be given by email without regard to the notice requirements of Section 10.9), and to perform, at Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive). If such tests, studies and investigations warrantIf, in Purchaser’s sole, absolute and unreviewable discretion, Purchaser elects to proceed with the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser may elect to shall proceed with this transaction in accordance with and shall notify Seller and Escrow Agentsubject to the terms of this Agreement; provided, in writing however, if, prior to the expiration of the Study Period, that Purchaser has elected not provides written notice to terminate this Agreement. If for any reason whatsoever Purchaser does not so notify Seller and Escrow Agent of its determination not to terminate this Agreement prior to the expiration of the Study Period, or if Purchaser notifies Seller and Escrow Agent in writing prior to the expiration of the Study Period that it has determined in its sole, absolute and unreviewable discretion, to terminate this Agreement, this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. . If Purchaser does not provide such written notice of termination prior to the expiration of the Study Period and Purchaser timely deposits the Additional Deposit, the Deposit shall become non-refundable except as otherwise expressly provided herein. Purchaser Parties shall have no discussions, correspondence, or other contact (other than incidental contact) with any Hotel Employees with respect to the Hotel or the Property unless coordinated in advance with Seller. ▪ (b) Within twenty (20) days after Purchaser acknowledges its receipt of the due diligence materials set forth on the Data Site as of the Effective Date. Seller shall, Seller shall (i) deliver the following promptly upon request by Purchaser, make available to Purchaser to on the extent they exist and Data Site, such additional due diligence materials which are in Seller’s possession or readily available control relating to the Property and the operation thereof which are reasonably requested by Purchaser from time to time. All documents and materials provided by Seller to Purchaser pursuant to this Agreement (“Seller’s Submittals”) and (ii) complete Schedules 1-6 of the Agreement: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, in effect as of the date of this Agreement. (2) To the extent in Seller’s possession or reasonably available to Seller, copies of all Authorizations including, without limitation, any and all certificates documents and materials set forth on the Data Site), together with any copies or reproductions of occupancysuch documents or materials, permitsor any summaries, authorizationsabstracts, approvalscompilations or other analyses made by or for Purchaser based on the information in such documents or materials, licenses issued by Governmental Authorities having jurisdiction over are referred to collectively herein as the Property “Submission Matters”. Except as expressly set forth in Article III, Purchaser acknowledges and agrees that the Submission Matters are provided without warranty or representation whatsoever. ▪ (c) If for any reason whatsoever Purchaser does not purchase the Property, Purchaser shall promptly (i) deliver to Seller or destroy all copies of all certificates issued the Submission Matters and any other materials delivered to Purchaser or Purchaser Parties, and (ii) deliver to Seller following written demand therefor all third-party non-confidential written environmental reports received by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller Purchaser with respect to the Property as of the date of this Agreement (excluding proprietary work product, market and complete copies of all loss history reports. (6) The monthly economic studies and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar yearanalyses, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. attorney-client work product) (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study Period and thereafter until the Closing, provided that Seller shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials or information relating to pay the Property which are in, or come into, Seller’s possession or control or are otherwise reasonably available to Seller. (c) Prior to Purchaser’s entry onto the Land or Improvements, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser shall indemnify and defend Seller against any loss, damage or claim for personal injury or property damage arising out of or relating to acts or omissions upon the Real Property cost incurred by Purchaser or any agentsfor obtaining such reports); provided, contractors or employees of Purchaserhowever, unless arising from the negligent or willful acts of Seller or any of its agents, contractors or employees. Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by Purchaser. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two (2) business days following the Effective Date, Purchaser shall order from the Title Company to furnish to Purchaser, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA Owner’s Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), and (ii) reports of searches of the Uniform Commercial Code records of Napa County and California (collectively, the “UCC Reports”). Prior to the expiration of the Study Period, Purchaser shall notify Seller of any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such Purchaser’s Objections) any such Purchaser’s Objections at Closing, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Objections to the extent not paid and discharged or bonded against at Closing. For such purposes, Seller may use all or a portion of the cash to close. Seller shall not be obligated to incur deliver to Seller any expenses to cure materials of a proprietary nature (such as, for the purposes of example only, any non-monetary Purchaser’s Objections unless financial forecasts or market repositioning plans) prepared for Purchaser or Purchaser Parties in connection with the Property, and Seller agrees to cure such non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure acknowledges that any such non-monetary Purchaser Objections up materials delivered to five days prior Seller pursuant to Closing. Seller the provisions of clause (ii) shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure be without warranty or representation whatsoever other than that such non-monetary Purchaser’s Objections, subject materials have been fully paid for and may be delivered to Seller’s right to timely withdraw such agreement to cure. If Seller notifies Purchaser in writing within such five (5The provisions of this Section 2.4(c) day period that Seller agrees to cure such non-monetary Purchaser’s Objections, Seller shall correct such non-monetary Purchaser’s Objections on or before survive the Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement to cure such matters, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objections, and Purchaser shall elect (1) to waive such non-monetary Purchaser’s Objections without any abatement in the Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s prior written consent. All title matters revealed by the Title Commitment, UCC Reports and Survey and not objected to by Purchaser as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser shall and any Purchaser Party may retain copies of any of the Submission Matters to the extent it is “backed-up” on its electronic management and communications systems or servers, is not available to an end user and cannot be required to take title to the Real Property subject to any matters which may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Purchaser during the Study Periodexpunged without considerable effort.

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

Study Period. (a) The Purchaser and Purchaser’s potential lessee or manager shall have the right, until 5:00 p.m., Yountville, California time on the last day of right during the Study Period, Period (and thereafter if the Purchaser notifies the Seller in writing prior to that the expiration of the Study Period that Purchaser has elected to proceed to Closing in the manner described below) upon not less than one (1) business day prior notice to terminate this Agreementthe Seller, to enter upon the Real Property upon one (1) business day notice to Seller and the Utility Real Property and to perform, at the Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, topographic and marketing and other tests, studies and investigations as the Purchaser and Purchaser’s potential lessee may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; provided, however, in no event shall that (i) the Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive)permitted to enter upon the Real Property or the Utility Real Property to perform any such tests, studies and investigations unless and until the Purchaser delivers to Seller evidence that the Purchaser has obtained liability insurance in the amount of not less than and Two Million and No/Dollars ($2,000,000.00) for property damage and bodily injury, which insurance shall name the Seller and the Seller’s managing agent as additional insureds, and which insurance shall be maintained by the Purchaser at all times as it shall enter on the Real Property or the Utility Real Property, and (ii) in the event Closing does not occur, at Seller’s request, the Purchaser shall provide the Seller with copies of all third party reports prepared by or for the Purchaser or the Utility Purchaser. If such tests, studies and investigations warrant, in the Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by the Purchaser, then the Purchaser may elect to proceed with this transaction to Closing and shall so notify the Seller and Escrow Agent, in writing prior to the expiration of the Study PeriodPeriod (provided that the Closing Date shall not be advanced if the Purchaser shall notify the Seller prior to the end of the scheduled Study Period that it elects to proceed to Closing), that in which event the Purchaser has elected not to terminate this Agreementshall also deposit the Additional Deposit with the Title Company by the last day of the Study Period in accordance with the provisions of Section 2.2 above. If for any reason whatsoever the Purchaser does not (i) so notify the Seller and Escrow Agent of its determination not to terminate this Agreement proceed to Closing prior to the expiration of the Study PeriodPeriod and (ii) timely deposit the Additional Deposit with the Title Company in accordance with provisions of Section 2.2 above, or if the Purchaser notifies Seller and Escrow Agent the Seller, in writing writing, prior to the expiration of the Study Period that it has determined in its sole, absolute and unreviewable discretion, not to terminate this Agreementproceed to Closing, this Agreement shall automatically shall terminate, the Deposit shall be promptly returned to the Purchaser and upon return of the Deposit, the Purchaser and Seller shall be released from all any further liability or obligation hereunder under this Agreement, except those which expressly survive a the termination of this Agreement. (b) Within twenty (20) days after the Effective Date, Seller shall (i) deliver the following to Purchaser to the extent they exist and are in Seller’s possession or readily available to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 of the Agreement: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, in effect as of the date of this Agreement. (2) To the extent in Seller’s possession or reasonably available to Seller, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals, licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies of all loss history reports. (6) The monthly and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study Period and thereafter until Period, the Closing, Seller shall make available to the Purchaser, its designated agents, auditors, engineers, attorneys, potential lessees attorneys and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondenceenvironmental audits, environmental audits documentation and reviewsinformation related to the ownership or operation of the Hotel and the Sewage Facilities, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials or information information, if any, relating to the Property or the Utility Property which are in, or come into, in the Seller’s possession or control control. Notwithstanding the foregoing or are anything contained in this Agreement, the Seller shall not be obligated to deliver to the Purchaser any materials of a proprietary or confidential nature. Purchaser acknowledges that, except as otherwise reasonably available herein provided, any such materials delivered to Sellerthe Purchaser pursuant to this provision shall be without warranty, representation or recourse. (c) Prior to Purchaser’s entry onto the Land or Improvements, The Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insuredindemnify, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser shall indemnify hold harmless and defend the Seller and the Seller’s Affiliates (as hereinafter defined) against any loss, damage or claim for personal injury or property damage arising out of or relating to acts or omissions from entry upon the Real Property by the Purchaser or any agents, contractors contractors, subcontractors or employees of the Purchaser. The Purchaser understands and accepts that any on-site inspections of the Real Property or the Utility Real Property shall occur at reasonable times agreed upon by the Seller and the Purchaser after not less than one (1) business day prior notice to the Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property or the Utility Property and the use of the Property by the tenants and the guests of the Hotel. The Seller shall have the right to have a representative present during any such inspections. If the Purchaser desires to do any invasive testing at the Real Property or the Utility Real Property, unless arising from the negligent Purchaser shall do so only after obtaining the prior written consent of Seller, which approval may be subject to reasonable terms and conditions as may be proposed by the Seller. The Purchaser shall not permit any liens to attach to the Property or willful acts the Utility Real Property by reason of Seller or any of its agents, contractors or employeessuch inspections. PurchaserThe Purchaser shall (i) restore the Property and the Utility Real Property, at its own expense, shall restore to substantially the same condition which existed prior to any damage inspections or other activities of the Purchaser thereon; and (ii) be responsible for and pay and caused to be discharged any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any work for the Purchaser or any agent, contractor, subcontractor or employee of the Purchaser the Purchaser Parties on or related to the Property caused by any or the Utility Real Property. The terms of the tests or studies made by Purchaser. This provision this Section 2.3(c) shall survive any the termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by PurchaserAgreement. (d) Within During the Study Period, the Purchaser, at its expense, shall (i) cause an examination of title to the Real Property and the Utility Real Property to be made by the Real Title Company, and (ii) obtain and deliver to the Seller an update of the existing survey of the Real Property and the Utility Real Property delivered to the Purchaser or a new survey (any such updated survey or new survey being referred to as the “Survey”) and, five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two (2) business days following the Effective Date, Purchaser shall order from the Title Company to furnish to Purchaser, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA Owner’s Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), and (ii) reports of searches of the Uniform Commercial Code records of Napa County and California (collectively, the “UCC Reports”). Prior prior to the expiration of the Study Period, Purchaser shall notify the Seller of any matters defects in title shown on by such examination or by such Survey that the Survey or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”other than those items listed on Exhibit K attached hereto). Within four (4) business days after such notification, the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If any of Purchaser’s Objections the Seller is willing to cure such defects, the Seller shall cure such defects at its expense prior to the Closing; provided that the Seller shall have the right to extend the Closing Date for up to thirty (30) days in order to cure such defects. If such defects consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to pay and discharge (or bond against in a manner sufficient to cause and the Title Company to insure over such Purchaser’s Objections) any such Purchaser’s Objections at Closing, and Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing (provided that any mechanics’ liens may be discharged by bonding or by depositing sufficient funds with the Title Company such Purchaser’s Objections that the Title Company does not include such mechanics’ liens as exceptions to the extent not paid and discharged title policy). If the Seller is unwilling or bonded against at Closing. For such purposes, Seller may use all or a portion of the cash to close. Seller shall not be obligated to incur any expenses unable to cure any non-monetary Purchaser’s Objections unless Seller agrees to cure other such non-monetary Purchaser’s Objections as hereinafter provided; provideddefects by Closing, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure such non-monetary Purchaser’s Objections, subject to Seller’s right to timely withdraw such agreement to cure. If Seller notifies Purchaser in writing within such five (5) day period that Seller agrees to cure such non-monetary Purchaser’s Objections, Seller shall correct such non-monetary Purchaser’s Objections on or before the Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement to cure such matters, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objections, and Purchaser shall elect (1) to waive such non-monetary Purchaser’s Objections defects and proceed to Closing without any abatement in the Purchase Price or (2) to terminate this AgreementAgreement and receive a full refund of the Deposit. If, in which case the Deposit with respect to defects that Seller has notified Purchaser that it is unwilling to cure, Purchaser shall not notify Seller of such election within two (2) days of Seller’s notice to Purchaser, Purchaser shall be promptly returned deemed to Purchaser have elected to waive such defects and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreementproceed to Closing. The Seller shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Purchaser’s prior written consent. All title matters revealed by the Title Commitment, UCC Reports Purchaser’s title examination and by the Survey and not listed on Exhibit K attached hereto or objected to by the Purchaser as provided above shall be deemed Permitted Title Exceptions. If Purchaser shall fail to examine title and notify the Seller of any such title objections and/or survey by the end of the Study Period, all such title and /or survey exceptions (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding . (e) If, despite Purchaser’s commercially reasonable efforts to obtain and review all third party reports during the foregoingStudy Period, Purchaser shall not be required to take title have received a Phase I environmental report or a property conditions report with respect to the Real Property subject and the Utility Real Property (such Phase I environmental report and property conditions report being referred to any matters which may arise subsequent herein collectively as the “Environmental and Engineering Reports”), then (i) the Purchaser shall have the right to extend the effective date Study Period for ten (10) days solely in order to obtain and review whichever or both of the Title Commitment, UCC Environmental and Engineering Reports and Survey examined by the Purchaser did not receive during the Study Period, (ii) the Study Period shall not be deemed extended as to any other action required to be taken during the Study Period, and (iii) the Purchaser shall be deemed to have elected to proceed to the Closing as set forth in Section 2.3(a) hereof unless either of the Environmental and Engineering Reports not received prior to the originally scheduled end of the Study Period shall disclose problems with the Property that would reasonably cause the Purchaser not to proceed to the Closing and the Purchaser shall notify the Seller thereof (which notice shall specify the applicable problem(s) and shall include a copy of the applicable report(s)) by the end of such ten (10) day period. (f) Prior to the expiration of the Study Period, the Purchaser shall use commercially reasonable efforts to obtain consent from the Licensor to the sale of the Property and to have a final, agreed upon Property Improvement Plan for the Hotel. Additionally, the Purchaser shall use commercially reasonable efforts to obtain the consent of the Licensor for the assignment and assumption of the Franchise Agreement or the termination of the existing Franchise Agreement and the replacement thereof with a new franchise agreement to which the Purchaser is a party, and shall pay all costs and expenses associated therewith. The Seller shall assist the Purchaser in respect thereto, but shall not be responsible for any costs or expenses. If, despite the Purchaser’s commercially reasonable efforts, the Purchaser is unable to obtain the consent of Licensor described in this Section 2.3(f) during the Study Period, then (i) the Purchaser shall have the right to extend the Study Period for ten (10) days solely in order to make such arrangements, (ii) the Study Period shall not be deemed extended as to any other action required to be taken during the Study Period, and (iii) the Purchaser shall be deemed to have elected to proceed to the Closing as set forth in Section 2.3(a) hereof unless the Purchaser is unable to obtain the consent by the end of such ten (10) day period. If the Purchaser is unable to make such arrangements by the end of such ten (10) day period, either party may terminate this Agreement. (g) Prior to the expiration of the Study Period, the Purchaser and the Seller shall negotiate in good faith and use reasonable commercial efforts to (i) agree on the forms of amendments to the Holtsville Retail Ground Lease and the Holtsville Utility Ground Lease (collectively, the “Ground Lease Amendments”) to address the matters set forth in the term sheet attached as Exhibit T in a manner acceptable to both Purchaser and Seller and (ii) to agree on a form of three party agreement (the “Three Party Agreement”) to be entered into at Closing among the Seller, the tenant under the Holtsville Retail Ground Lease and the Utility Purchaser to address the future operation of the Sewage Facilities and the matters set forth in the term sheet attached as Exhibit U hereto in a manner acceptable to both the Purchaser and the Seller. In the event the parities have not agreed upon the forms of the Ground Lease Amendments and the Three Party Agreement by the end of the original Study Period, then the Purchaser shall have the right to extend the Study Period for one (1) business day for (i) each business day after four (4) business days after the date of this Agreement that the Seller has not delivered initial drafts of the Ground Lease Amendments and the Three Party Agreement to Purchaser (delivery of initial drafts of the Ground Lease Amendments and the Three Party Agreement to the Purchaser’s attorney by electronic mail shall constitute delivery to the Purchaser) and (ii) each business day after two (2) business days from the Seller’s receipt of the Purchaser’s comments to the Ground Lease Amendments or the Three Party Agreement (which comments shall be given not less than five (5) business days after the delivery of such draft documents to Purchaser and may be by electronic mail sent to Purchaser’s attorney) that the Seller has not responded in writing (which response may be by electronic mail sent to the Seller’s attorney) to such comments solely in order to reach agreement on the forms of the Ground Lease Amendments and the Three Party Agreement, (ii) the Study Period shall not be deemed extended as to any other action required to be taken during the Study Period, and (iii) each party shall be deemed to have elected to proceed to the Closing as set forth in Section 2.3(a) hereof unless either party shall notify the other by the end of the Study Period, as the same may have been extended pursuant to the provisions of this Section 2.3(g), that it wishes to terminate the Agreement because it has not agreed upon the forms of the Ground Lease Amendments and the Three Party Agreement. (h) Not later than the last day of the Study Period, the Purchaser shall notify the Seller as to which of the Operative Agreements and the Utility Operative Agreements it elects not to assume at the Closing. In the event that the Purchaser shall not so notify the Seller as to any of the Operative Agreements or Utility Operative Agreements by the last day of the Study Period, the Purchaser shall be deemed to have elected to assume such agreements.

Study Period. (a) Purchaser Brandywine OP and Purchaser’s potential lessee or manager its agents, contractors and duly authorized representatives shall have the right, until 5:00 p.m., YountvilleDallas, California Texas time on the last day of the Study Period, and thereafter if Purchaser unless, as provided below, Brandywine OP notifies Seller ▇▇▇▇▇▇▇▇ in writing prior to the expiration of the Study Period that Purchaser Brandywine OP has elected not to terminate this Agreement, to enter upon the Real Property upon one (1) business day notice to Seller and to perform, at Purchaser’s Brandywine OP's expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee Brandywine OP may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive). If such tests, studies and investigations do not warrant, in Purchaser’s Brandywine OP's sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by PurchaserBrandywine OP, then Purchaser Brandywine OP may elect not to proceed with this transaction and shall notify Seller ▇▇▇▇▇▇▇▇ and Escrow Agent, in writing prior to the expiration of the Study Period, that Purchaser Brandywine OP has elected not to terminate this Agreement. If for any reason whatsoever Purchaser does not so notify Seller and Escrow Agent of its determination not to terminate this Agreement prior to the expiration of the Study Period, or if Purchaser notifies Seller and Escrow Agent in writing prior to the expiration of the Study Period that it has determined in its sole, absolute and unreviewable discretion, to terminate this Agreement, in which event this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser Brandywine OP and Purchaser Brandywine OP and Seller ▇▇▇▇▇▇▇▇ shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Brandywine OP does not so notify ▇▇▇▇▇▇▇▇ of its determination to terminate this Agreement prior to the expiration of the Study Period, then Brandywine OP shall be deemed to have waived its right to terminate this Agreement pursuant to this SECTION 2.4. (b) Within twenty (20) days after ▇▇▇▇▇▇▇▇ has delivered or made available at the Effective Date, Seller shall (i) deliver Property the following to Purchaser to the extent they exist and are in Seller’s possession or readily available to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 of the AgreementBrandywine OP: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, Leases in effect as of the date of this Agreement, together with, to the extent in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇, copies of all correspondence received from or sent to tenants of the Property. (2) a Rent Roll (herein so called) certificate (with current rent roll and accounts receivable report attached) for the Property containing the following information with respect to each Lease: (i) a description of the space occupied thereby (including square feet, type of space, floor and tenant's pro rata share of common elements), (ii) tenant's name, (iii) the commencement date and expiration date thereof, (iv) the rental rate per square foot, (v) the amount of fixed monthly rental, (vi) the amount of any percentage or other additional rental and/or common area maintenance, tax, insurance and operating expenses and any other charges payable thereunder and, if applicable, the base year used in each Lease, (vii) the amount of any prepayment in rental, (viii) the amount of the security deposit or any other deposit thereunder, (ix) any free rent, concessions, rebates, refunds, refurbishment allowances or other inducements which any tenant will be entitled to receive after December 31, 2000 (including, without limitation, any of the foregoing that may be payable in connection with renewals, extensions or expansions expressly contemplated in any of such Leases), (x) any options provided thereunder, including, without limitation, any renewal options, expansion options, purchase options and rights of first refusal and (xi) delinquency in rental or other charges set forth in the attached accounts receivable report. (3) To the extent in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller▇▇▇▇▇▇▇▇, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvalsapprovals (including drawings and enacting ordinances, if any), special exceptions, variances, and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. For the purpose of this Agreement any Submission Matters in the possession of ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇' management company shall be deemed to be "reasonably available to ▇▇▇▇▇▇▇▇. (3) A complete list of Advance Bookings." (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller▇▇▇▇▇▇▇▇: (X) operating statements showing all income and expenses, a schedule setting forth the type profits and amounts losses of insurance coverage maintained by Seller with respect to the Property as for the previous three (3) calendar years, which shall reflect (i) ad valorem taxes for the City, County and State or Commonwealth; (ii) expenses incurred for such period for water, electricity, natural gas and other utility charges; (iii) other operating expenses; (iv) total rents collected from tenants for such periods; and (v) other revenue collected and nature of the date of this Agreement such revenue; and complete copies of all loss history reports. (6Y) The monthly and annual financial and operating statements for the Property for the previous three (3) calendar years, including, if available, the reports of accountants thereon. (5) Operating and capital expenditure budgets for the current calendar year (including audited statements, if available), and, to the extent in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller▇▇▇▇▇▇▇▇, for the previous three (3) calendar years. (76) The operating All existing surveys and capital expenditure budget title policies for the Property for that are reasonably available to ▇▇▇▇▇▇▇▇. (7) A complete list of all Operating Agreements and leasing commission agreements in effect as of the current calendar year and, to date of this Agreement and complete copies of all such Operating Agreements and leasing commission agreements. (8) A complete list of all Tangible Personal Property. (9) To the extent in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller▇▇▇▇▇▇▇▇, for the previous three (3) calendar years. (8) To the extent any information in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller ▇▇▇▇▇▇▇▇ regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (910) Complete copies A complete list of all Warranties and Guaranties in affect effect as of the date hereofof this Agreement and complete copies of all such Warranties and Guaranties. (1011) Copies of all soil tests, structural engineering tests, inspection reports, asbestos surveys, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller▇▇▇▇▇▇▇▇, together with copies of any and all correspondence, reports and other written documentation regarding the environmental aspects of the property or any toxic substances or equipment affecting or related to the Property. (1112) If in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇, copies of complete sets of all architectural, mechanical, structural and/or electrical plans and specifications used in connection with the construction of or alterations or repairs to the Property. (13) If in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇, copies of as-built plans and specifications for the Property. (14) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller▇▇▇▇▇▇▇▇. (15) A complete list To the extent in the possession of ▇▇▇▇▇▇▇▇ or any affiliate of ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇' property manager, copies of credit reports and financial information on all prepaid expenses with respect to tenants in possession of any of the PropertyProperty and of any guarantors of such tenants' obligations. (16) A schedule Copies of pending litigation affecting all approvals from any owners associations having jurisdiction over the Property, if anyReal Property and copies of all correspondence from any such owners association. (17) An employee census listing Copies of the nameExisting Notes, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor Existing Liens and copies of all union and collective bargaining agreements affecting any uncured notices of default or event of default from the Propertyholder(s) of the Existing Notes. (18) A schedule setting forth copy of each Ground Lease, and all amendments thereto. (19) Copies of all Insurance Policies in effect, together with the occupancy name and average rates for telephone number of either a contact person at each insurance company or the Property on a monthly basis for insurance broker involved with the previous three (3) calendar years and issuance of the year to dateInsurance Policies. During the Study Period and thereafter until the Closing, Seller ▇▇▇▇▇▇▇▇ shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copyingBrandywine OP, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules operating statements and any and all other materials or information relating to the Property which are in, or come into, Seller’s into ▇▇▇▇▇▇▇▇' possession or control or are otherwise reasonably available to Seller▇▇▇▇▇▇▇▇ from and after the date on which the Submission Matters were delivered to Brandywine OP. (a) but reserves the right to require, and ▇▇▇▇▇▇▇▇ hereby agrees to deliver, to the extent available to it, any item described in SECTION 2.4(b) not previously delivered at any time during the period expiring six (6) months after the Closing Date, which agreement shall survive the Closing Date for such six (6) month period. (c) Prior to Purchaser’s entry onto the Land or Improvements, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser Brandywine OP shall indemnify and defend Seller ▇▇▇▇▇▇▇▇ against any loss, damage or claim for personal injury or property damage (including reasonable attorney's fees) arising out of or relating to acts or omissions from the entry upon the Real Property pursuant to this SECTION 2.4 by Purchaser Brandywine OP or any agents, contractors or employees of Purchaser, unless arising from the negligent or willful acts of Seller or any of its agents, contractors or employeesBrandywine OP. PurchaserBrandywine OP, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by PurchaserBrandywine OP. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) Within On or before 5:00 p.m. Dallas, Texas time on the date that is five (5) business days following after the Effective Datedate of this Agreement, Seller ▇▇▇▇▇▇▇▇ shall deliver to Purchaser a copy of any survey Brandywine OP, at ▇▇▇▇▇▇▇▇' sole cost and expense, the most recent Surveys of the Property in Seller’s possession. Within two (2) business days after receipt Land and the Improvements for all of Seller’s survey of the Land and Improvements which constitute the Property, Purchaser which are in the possession of ▇▇▇▇▇▇▇▇. Such Surveys shall order an update have been prepared by a Surveyor(s) licensed to practice in the survey, or shall obtain its own survey of State where the Property if no is located. During the Study Period, Brandywine OP shall have the right to update such survey exists (Surveys, at Brandywine OP's sole cost. On or before the “Survey”). Within two (2) business days following the Effective Closing Date, Purchaser Brandywine OP shall order from cause the Title Company to furnish to PurchaserBrandywine OP, at Purchaser’s ▇▇▇▇▇▇▇▇' sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard a ALTA Form Owner’s 's Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of PurchaserInsurance, showing title (which shall be leasehold title in the case of the Leasehold Estate Land) to be held currently by Seller ▇▇▇▇▇▇▇▇ in a good, marketable indefeasible and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”"TITLE COMMITMENT"), and (ii) reports of searches of the Uniform Commercial Code records of Napa County both the county and California State in which the Property is located (collectively, the “"UCC Reports”)REPORTS") with respect to the state of title to the Property. Prior to the expiration of the Study Period, Purchaser Brandywine OP shall notify Seller ▇▇▇▇▇▇▇▇ of any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Purchaser Brandywine OP is unwilling to accept (collectively, “Purchaser’s Objections”"BRANDYWINE OP'S OBJECTIONS"); however, Brandywine OP may not object to any Ground Lease, the Existing Notes and Existing Liens. If any of Purchaser’s Brandywine OP's Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ ' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Seller ▇▇▇▇▇▇▇▇ shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such Purchaser’s Brandywine OP's Objections) any such Purchaser’s Brandywine OP's Objections at Closing, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Brandywine OP's Objections to the extent not paid and discharged or bonded against at Closing. For such purposes, Seller may use all or a portion of the cash to close. Seller ▇▇▇▇▇▇▇▇ shall not be obligated to incur any expenses to cure any non-monetary Purchaser’s Brandywine OP's Objections (including, without limitation, any lis pendens filed against the Property) unless Seller ▇▇▇▇▇▇▇▇ agrees to cure such non-monetary Purchaser’s Brandywine OP's Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller ▇▇▇▇▇▇▇▇ shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections Brandywine OP on or before the Closing Date whether Seller ▇▇▇▇▇▇▇▇ agrees to cure such non-monetary Purchaser’s Brandywine OP's Objections, subject to Seller’s right to timely withdraw such agreement to cure. If Seller ▇▇▇▇▇▇▇▇ notifies Purchaser Brandywine OP in writing within such five (5) day period on or before the Closing Date that Seller ▇▇▇▇▇▇▇▇ agrees to cure such non-monetary Purchaser’s Brandywine OP's Objections, Seller ▇▇▇▇▇▇▇▇ shall correct such non-monetary Purchaser’s Brandywine OP's Objections on or before the Closing Date to the reasonable satisfaction of PurchaserBrandywine OP. If Seller ▇▇▇▇▇▇▇▇ does not notify Purchaser within such five (5) day period Brandywine OP on or before the Closing Date of Seller’s its agreement to cure such non-monetary Purchaser’s Brandywine OP's Objections, or if Seller timely withdraws its agreement to cure such matters, Seller ▇▇▇▇▇▇▇▇ shall be deemed to have elected not to cure such non-monetary Purchaser’s Brandywine OP's Objections, and Purchaser Brandywine OP shall elect (1) to waive such non-monetary Purchaser’s Brandywine OP's Objections without any abatement in the Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Purchaser Brandywine OP and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller ▇▇▇▇▇▇▇▇ shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s Brandywine OP's prior written consent. All The Existing Notes, Existing Liens, each Ground Lease and all title matters revealed by the Title Commitment, UCC Reports and Survey and not objected to by Purchaser Brandywine OP as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing or bonded against as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser Brandywine OP shall not be required to take title to the Real Property subject to any matters which (i) may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Purchaser Brandywine OP during the Study PeriodPeriod and (ii) impairs title to any portion of the Property and will not be released or bonded against on or before the Closing Date. If a title exception is disclosed by the Title Company which was not shown in the Title Commitment or Survey and was not the result of ▇▇▇▇▇▇▇▇' acts or omissions, then, unless ▇▇▇▇▇▇▇▇ notifies Brandywine OP in writing by the Closing Date that ▇▇▇▇▇▇▇▇ agrees to take such action as may be necessary to release such title exception on or before the Closing Date, Brandywine OP may (i) terminate this Agreement by written notice to ▇▇▇▇▇▇▇▇, in which event the Deposit shall be promptly returned to Brandywine OP and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement, or (ii) waive its objections to such title exception and consummate the transactions contemplated herein. (e) Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that Grande B shall be acquiring Lake Center IV on the Closing Date, and the Deed, ▇▇▇▇ of Sale, Assignment of Leases and other conveyance documents to be executed and delivered by ▇▇▇▇▇▇▇▇ as to Lake Center IV on the Closing Date shall name Grande B as the purchaser of Lake Center IV.

Study Period. (a) The Purchaser and Purchaser’s potential lessee or manager its agents, contractors, engineers, surveyors, attorneys, employees and invitees shall have the right, right until 5:00 p.m., Yountville, California time p.m. Eastern Time on the last day date that is sixty (60) days following the Effective Date (the “Study Period”) to enter the Property to make studies, tests, analyses, or other determinations desired by the Purchaser, including soil borings, drainage studies, surveying, soil testing and the like. The Purchaser shall reasonably restore the Property if it is changed as a result of the exercise of any of the rights granted herein. The Purchaser may elect, at its sole discretion, during the Study Period, and thereafter if Purchaser notifies Seller in writing prior to the expiration of the Study Period that Purchaser has elected not to terminate this AgreementAgreement for any reason (or for no reason whatsoever), in which event the Deposit shall be returned to enter upon the Real Property upon one (1) business day notice to Seller and to perform, at Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee may deem appropriate. Purchaser and Purchaser’s agents the Parties shall conduct such investigations have no further obligations to each other in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive). If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser may elect to proceed connection with this transaction and shall notify Seller and Escrow Agent, in writing prior to the expiration of the Study Period, that Purchaser has elected not to terminate this Agreement. If for any reason whatsoever the Purchaser does not so notify Seller and Escrow Agent of its determination not to terminate this Agreement prior to the expiration of the Study Period, or if the Purchaser notifies fails or refuses to diligently pursue completion of its Conditions to Closing, as set forth in Section 8 below, the Deposit shall become non-refundable, except in the 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 and Escrow Agent in writing prior to the expiration of the Study Period notifying the Seller that it has determined in its sole, absolute and unreviewable discretion, to terminate the Purchaser is terminating this Agreement. In the absence of such notice, this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser remain in full force and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreementeffect. (b) Within twenty (20) business days after following the Effective Date, Seller shall (i) deliver the following to Purchaser to the extent they exist and are in Seller’s possession or readily available to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 of the Agreement: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, in effect as of the date Date of this Agreement. (2) To , the extent in Seller’s possession or reasonably available to Seller, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals, licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating Seller shall deliver to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies of all loss history reports. (6) The monthly and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, Purchaser copies of any and all health inspection reports with respect 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 (14) Photos of Property as are in the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses control. The Seller will cooperate with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study Period and thereafter until the Closing, Seller shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copying, copies of all existing architectural and engineering Purchaser in updating any studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials reports or information relating to the Property which are in, or come into, Seller’s possession or control or are otherwise reasonably available to Sellertests. (c) Prior to Purchaser’s entry onto the Land or Improvements, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser shall indemnify and defend Seller against any loss, damage or claim for personal injury or property damage arising out of or relating to acts or omissions upon the Real Property by Purchaser or any agents, contractors or employees of Purchaser, unless arising from the negligent or willful acts of Seller or any of its agents, contractors or employees. Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by Purchaser. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two (2) business days following the Effective Date, Purchaser shall order from the Title Company to furnish to Purchaser, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA Owner’s Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), and (ii) reports of searches of the Uniform Commercial Code records of Napa County and California (collectively, the “UCC Reports”). Prior to the expiration of the Study Period, Purchaser shall notify Seller of any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such Purchaser’s Objections) any such Purchaser’s Objections at Closing, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Objections to the extent not paid and discharged or bonded against at Closing. For such purposes, Seller may use all or a portion of the cash to close. Seller shall not be obligated to incur any expenses to cure any non-monetary Purchaser’s Objections unless Seller agrees to cure such non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure such non-monetary Purchaser’s Objections, subject to Seller’s right to timely withdraw such agreement to cure. If Seller notifies Purchaser in writing within such five (5) day period that Seller agrees to cure such non-monetary Purchaser’s Objections, Seller shall correct such non-monetary Purchaser’s Objections on or before the Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement to cure such matters, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objections, and Purchaser shall elect (1) to waive such non-monetary Purchaser’s Objections without any abatement in the Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s prior written consent. All title matters revealed by the Title Commitment, UCC Reports and Survey and not objected to by Purchaser as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser shall not be required to take title to the Real Property subject to any matters which may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Purchaser during the Study Period.

Study Period. (a) Purchaser and Purchaser’s potential lessee or manager shall have the rightright to perform such examinations, until 5:00 p.m.tests, Yountville, California time on the last day investigations and studies of the Study PeriodProperty as Purchaser reasonably deems advisable, and thereafter if Purchaser notifies Seller in writing prior subject to the expiration terms of the Study Period that Purchaser has elected not to terminate this Inspection Agreement, to enter upon the Real Property upon one (1including, without limitation Section 2(f) business day notice to Seller and to perform, at Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or Inspection Agreement, the ▇▇▇▇▇▇ Creek Apartments; provided, however, terms of which are hereby incorporated by reference and which shall remain in no event shall Purchaser undertake any invasive testing full force and effect notwithstanding the second sentence of any Section 2(b) of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive)Inspection Agreement. If such tests, studies and investigations warrantIf, in Purchaser’s sole, absolute and unreviewable discretion, Purchaser elects to proceed with the purchase of the Property for the purposes contemplated by PurchaserProperty, then Purchaser may elect shall notify Seller of its intent to proceed with this transaction in accordance with and shall notify Seller and Escrow Agentsubject to the terms of this Agreement; provided, in writing however, if, prior to the expiration of the time period between date of the Inspection Agreement and 5:00 p.m., San Francisco, California time on October 6, 2025 (the “Study Period”), that Purchaser has elected not to terminate this Agreement. If for any reason whatsoever Purchaser does not so notify provide written notice to Seller and Escrow Agent of its determination not to terminate this Agreement prior to the expiration of the Study Period, or if Purchaser notifies Seller and Escrow Agent in writing prior to the expiration of the Study Period that it has determined determined, in its sole, absolute and unreviewable discretion, to terminate this Agreementwaive its due diligence contingency and proceed to Closing, this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement.. If Purchaser provides written notice of its waiver of the due diligence contingency prior to the expiration of the Study Period, the Deposit shall become non-refundable except as otherwise expressly provided herein. Notwithstanding anything to the contrary set forth in the Inspection Agreement, the parties agree that the Inspection Agreement shall remain in effect and shall govern Purchaser’s rights, responsibilities and obligations in connection with Purchaser’s access onto the Property through the earlier of the termination of this Agreement or the Closing Date. 46482347v.15 |US-DOCS\163655107.9|| (ba) Within twenty (20) days after the Effective Date, Seller shall Purchaser acknowledges that Purchaser has (i) deliver received a title insurance commitment issued by the following to Purchaser to Title Company covering the extent they exist and are in Seller’s possession or readily available to Seller Real Property (the “Seller’s SubmittalsTitle Commitment”) and (ii) complete Schedules 1-6 ordered an updated survey of the Agreement: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, in effect as of the date of this Agreement. (2) To the extent in Seller’s possession or reasonably available to Seller, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals, licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies of all loss history reports. (6) The monthly and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study Period and thereafter until the Closing, Seller shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials or information relating to the Property which are in, or come into, Seller’s possession or control or are otherwise reasonably available to Seller. (c) Prior to Purchaser’s entry onto the Land or Improvements, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser shall indemnify and defend Seller against any loss, damage or claim for personal injury or property damage arising out of or relating to acts or omissions upon the Real Property by Purchaser or any agents, contractors or employees of Purchaser, unless arising from the negligent or willful acts of Seller or any of its agents, contractors or employees. Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by Purchaser. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two ten (210) business days following the Effective Date, Purchaser shall order from the Title Company to furnish to Purchaser, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA Owner’s Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), and (ii) reports of searches of the Uniform Commercial Code records of Napa County and California (collectively, the “UCC Reports”). Prior prior to the expiration of the Study Period, Purchaser shall notify Seller of any matters shown on such Survey (or any update to the Survey Survey) or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sumMust-Cure Title Encumbrances, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to either (i) pay and discharge discharge, (or ii) bond against in a manner legally sufficient to cause to be released, or (iii) indemnify or escrow money with or otherwise cause the Title Company to insure over in a manner reasonably acceptable to Purchaser, such Purchaser’s Objections) any such Purchaser’s Objections at ClosingMust-Cure Title Encumbrances (individually and collectively, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Objections to the extent not paid and discharged or bonded against at Closinga “Must-Cure Encumbrance Release”). For such purposes, Seller may use all or a portion of the cash Purchase Price to closeeffectuate a Must-Cure Encumbrance Release with respect to any such Must-Cure Title Encumbrances at the Closing. Other than as specifically required in this Agreement, Seller shall not be obligated to incur any expenses or incur any liability to cure any non-monetary Purchaser’s Objections unless Seller agrees to cure such non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Objections. Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections (“Seller’s Response Period”) whether Seller Seller, in its sole discretion, agrees to attempt to cure any of such non-monetary Purchaser’s Objections, subject to Objections (“Seller’s right to timely withdraw such agreement to cureResponse”). If Seller notifies Purchaser agrees in writing within such five (5) day period that Seller agrees Seller’s Response to attempt to cure any of such non-monetary Purchaser’s Objections, Seller shall correct use good faith efforts (without the obligation to expend any money or incur any liability except with regards to the release of Must-Cure Encumbrances which Seller shall cause to be released) to cure such non-monetary Purchaser’s Objections which Seller has agreed to attempt to cure on or before the Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement is unable to cure such non-monetary Purchaser’s ObjectionsObjections by the Closing Date, or if Seller timely withdraws its agreement to cure such mattersPurchaser shall, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objectionson the Closing Date, and Purchaser shall elect (1) to waive such non-monetary Purchaser’s Objections without any abatement in the Purchase Price Price, or (2) to terminate this Agreement, Agreement in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder hereunder, except those which expressly survive a termination of this Agreement. If Seller does not provide Seller’s Response to Purchaser within Seller’s Response Period, Seller shall be deemed to have elected not to attempt to cure Purchaser’s Objections. If Seller elects in Seller’s Response not to attempt to cure all or any number of Purchaser’s Objections or if Seller is deemed to have elected not to attempt to cure Purchaser’s Objections pursuant to the preceding sentence, prior to the expiration of the Study Period, Purchaser shall elect (1) to waive any Purchaser’s Objections which Seller has elected or is deemed to have elected not to attempt to cure (other than Must-Cure Title Encumbrances which will be covered by a Must-Cure Encumbrance Release at Closing) without any abatement in the Purchase Price, or (2) to terminate this Agreement in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder, except those which expressly survive a termination of this Agreement. In the event Purchaser does not provide to Seller notice of Purchaser’s election under the preceding sentence prior to the expiration of the Study Period, Purchaser shall be deemed to have elected clause (1) of the preceding sentence. Except as otherwise provided herein, Seller shall not, after the date of this Agreement, 46482347v.15 |US-DOCS\163655107.9|| voluntarily subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided that it shall not be considered unreasonable for Purchaser to withhold consent to any lien, encumbrance, covenant, condition, restriction, easement, title matter or zoning change which may have an adverse effect on the Property or the business conducted thereon. All title matters revealed by the Title Commitment, UCC Reports Commitment and Survey and (or any update to the Survey) which are not objected to by Purchaser as provided above (other than those rendering title defeasible and delinquent taxesMust-Cure Title Encumbrances which will be covered by a Must-Cure Encumbrance Release at Closing), mortgages, deeds of trust, security agreements and other liens and charges that or which are to be paid at Closing waived or deemed waived by Purchaser as provided above) , shall all be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser shall not be required to take title to the Real Property subject to any matters which may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Purchaser during the Study Period.

Study Period. (a) Purchaser Brandywine OP and Purchaser’s potential lessee or manager its agents, contractors and duly authorized representatives shall have the right, until 5:00 p.m., YountvilleDallas, California Texas time on the last day of the Study Period, and thereafter if Purchaser unless, as provided below, Brandywine OP notifies Seller ▇▇▇▇▇▇▇▇ in writing prior to the expiration of the Study Period that Purchaser Brandywine OP has elected not to terminate this Agreement, to enter upon the Real Property upon one (1) business day notice to Seller and to perform, at Purchaser’s Brandywine OP's expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee Brandywine OP may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive). If such tests, studies and investigations do not warrant, in Purchaser’s Brandywine OP's sole, absolute and unreviewable discretion, the purchase acquisition of the Property Assigned Partnership Interests and the Purchased Stock for the purposes contemplated by PurchaserBrandywine OP, then Purchaser Brandywine OP may elect not to proceed with this transaction and shall notify Seller ▇▇▇▇▇▇▇▇ and Escrow Agent, in writing prior to the expiration of the Study Period, that Purchaser Brandywine OP has elected not to terminate this Agreement. If for any reason whatsoever Purchaser does not so notify Seller and Escrow Agent of its determination not to terminate this Agreement prior to the expiration of the Study Period, or if Purchaser notifies Seller and Escrow Agent in writing prior to the expiration of the Study Period that it has determined in its sole, absolute and unreviewable discretion, to terminate this Agreement, in which event this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser Brandywine OP and Purchaser Brandywine OP, ▇▇▇▇▇▇▇▇ and Seller PPL shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Brandywine OP does not so notify ▇▇▇▇▇▇▇▇ of its determination to terminate this Agreement prior to the expiration of the Study Period, then Brandywine OP shall be deemed to have waived its right to terminate this Agreement pursuant to this SECTION 2.4. (b) Within twenty (20) days after ▇▇▇▇▇▇▇▇ has delivered or made available at the Effective Date, Seller shall (i) deliver Property the following to Purchaser to the extent they exist and are in Seller’s possession or readily available to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 of the AgreementBrandywine OP: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, Leases in effect as of the date of this Agreement, together with, to the extent in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇, copies of all correspondence received from or sent to tenants of the Property. (2) a Rent Roll (herein so called) certificate (with current rent roll and accounts receivable report attached) for the Property containing the following information with respect to each Lease: (i) a description of the space occupied thereby (including square feet, type of space, floor and tenant's pro rata share of common elements), (ii) tenant's name, (iii) the commencement date and expiration date thereof, (iv) the rental rate per square foot, (v) the amount of fixed monthly rental, (vi) the amount of any percentage or other additional rental and/or common area maintenance, tax, insurance and operating expenses and any other charges payable thereunder and, if applicable, the base year used in each Lease, (vii) the amount of any prepayment in rental, (viii) the amount of the security deposit or any other deposit thereunder, (ix) any free rent, concessions, rebates, refunds, refurbishment allowances or other inducements which any tenant will be entitled to receive after December 31, 2000 (including, without limitation, any of the foregoing that may be payable in connection with renewals, extensions or expansions expressly contemplated in any of such Leases), (x) any options provided thereunder, including, without limitation, any renewal options, expansion options, purchase options and rights of first refusal and (xi) delinquency in rental or other charges set forth in the attached accounts receivable report. (3) To the extent in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller▇▇▇▇▇▇▇▇, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvalsapprovals (including drawings and enacting ordinances, if any), special exceptions, variances, and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies of all loss history reports. (6) The monthly and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study Period and thereafter until the Closing, Seller shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials or information relating to the Property which are in, or come into, Seller’s possession or control or are otherwise reasonably available to Seller. (c) Prior to Purchaser’s entry onto the Land or Improvements, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser shall indemnify and defend Seller against any loss, damage or claim for personal injury or property damage arising out of or relating to acts or omissions upon the Real Property by Purchaser or any agents, contractors or employees of Purchaser, unless arising from the negligent or willful acts of Seller or any of its agents, contractors or employees. Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by Purchaser. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two (2) business days following the Effective Date, Purchaser shall order from the Title Company to furnish to Purchaser, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA Owner’s Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), and (ii) reports of searches of the Uniform Commercial Code records of Napa County and California (collectively, the “UCC Reports”). Prior to the expiration of the Study Period, Purchaser shall notify Seller of any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such Purchaser’s Objections) any such Purchaser’s Objections at Closing, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Objections to the extent not paid and discharged or bonded against at Closing. For such purposes, Seller may use all or a portion of the cash to close. Seller shall not be obligated to incur any expenses to cure any non-monetary Purchaser’s Objections unless Seller agrees to cure such non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure such non-monetary Purchaser’s Objections, subject to Seller’s right to timely withdraw such agreement to cure. If Seller notifies Purchaser in writing within such five (5) day period that Seller agrees to cure such non-monetary Purchaser’s Objections, Seller shall correct such non-monetary Purchaser’s Objections on or before the Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement to cure such matters, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objections, and Purchaser shall elect (1) to waive such non-monetary Purchaser’s Objections without any abatement in the Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s prior written consent. All title matters revealed by the Title Commitment, UCC Reports and Survey and not objected to by Purchaser as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser shall not be required to take title to the Real Property subject to any matters which may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Purchaser during the Study Period.to

Study Period. The Purchaser shall have a period of time beginning on the Effective Date and ending at 5:00 p.m. eastern standard time on March 16, 2006, TIME BEING OF THE ESSENCE (athe “Study Period”) within which to conduct engineering and/or architectural studies of the Property, to conduct seismic studies of the Property, to review those certain Phase I Environmental Site Assessments (the “Phase I ESA’s”) prepared by EMG (“EMG”) and delivered to Purchaser on or before the Effective Date, to review plans and specifications and similar materials with respect to the Property, zoning and land use status of the Property, and such other matters as Purchaser may desire. All of the costs associated with Purchaser’s potential lessee or manager Study Period activities (as specified in the previous sentence) shall have the right, until 5:00 p.m., Yountville, California time on the last day of be borne by Purchaser. During the Study Period, and thereafter if Purchaser notifies Seller in writing prior shall have reasonable access to the expiration of the Study Period that Purchaser has elected not to terminate this AgreementProperty, to enter upon the Real Property upon one (1) business day notice to Seller and to performat all reasonable times, at Purchaser’s expensesole risk, such economicfor the purpose of performing the foregoing inspections and investigations, surveying, engineering, topographic, environmental, marketing and other tests, studies subject at all times to the rights of any existing tenants. All inspections and investigations as shall be performed at reasonable times and the Seller shall have the opportunity to accompany Purchaser and Purchaser’s potential lessee may deem appropriateif Seller so desires. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study Seller shall not be considered invasive)obligated to correct, remedy or cure any condition or characteristic of the Property revealed by such inspections or investigations, including, but not limited to, any physical condition issue, title defects or environmental contamination. If the results of any such tests, studies and investigations warrant, inspection or investigation performed by Purchaser pursuant to this Section 4.1.1 are deemed unsatisfactory in Purchaser’s sole, absolute and unreviewable sole discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser may elect terminate this Agreement by providing written notice thereof to proceed with this transaction and shall notify Seller and Escrow Agent, in writing prior to the expiration of the Study Period, that in which event the Deposit shall be returned to Purchaser has elected not to terminate this Agreementand neither party shall have any further rights or obligations hereunder, except as expressly provided herein. If for any reason whatsoever Purchaser does not fails to so notify Seller and Escrow Agent of its determination not to terminate this Agreement prior to the expiration of the Study Period, or if Purchaser notifies Seller and Escrow Agent in writing prior to the expiration of the Study Period that it has determined in its sole, absolute and unreviewable discretion, to terminate this Agreement, this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. (b) Within twenty (20) days after the Effective Date, Seller shall (i) deliver the following to Purchaser to the extent they exist and are in Seller’s possession or readily available to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 of the Agreement: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, in effect as of the date of this Agreement. (2) To the extent in Seller’s possession or reasonably available to Seller, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals, licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies of all loss history reports. (6) The monthly and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study Period and thereafter until the Closing, Seller shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials or information relating to the Property which are in, or come into, Seller’s possession or control or are otherwise reasonably available to Seller. (c) Prior to Purchaser’s entry onto the Land or Improvements, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser shall indemnify and defend Seller against any loss, damage or claim for personal injury or property damage arising out of or relating to acts or omissions upon the Real Property by Purchaser or any agents, contractors or employees of Purchaser, unless arising from the negligent or willful acts of Seller or any of its agents, contractors or employees. Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by Purchaser. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two (2) business days following the Effective Date, Purchaser shall order from the Title Company to furnish to Purchaser, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA Owner’s Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), and (ii) reports of searches of the Uniform Commercial Code records of Napa County and California (collectively, the “UCC Reports”). Prior to the expiration of the Study Period, Purchaser shall notify Seller of any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such Purchaser’s Objections) any such Purchaser’s Objections at Closing, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Objections to the extent not paid and discharged or bonded against at Closing. For such purposes, Seller may use all or a portion of the cash to close. Seller shall not be obligated to incur any expenses to cure any non-monetary Purchaser’s Objections unless Seller agrees to cure such non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure such non-monetary Purchaser’s Objections, subject to Seller’s right to timely withdraw such agreement to cure. If Seller notifies Purchaser in writing within such five (5) day period that Seller agrees to cure such non-monetary Purchaser’s Objections, Seller shall correct such non-monetary Purchaser’s Objections on or before the Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement to cure such matters, Seller shall be deemed to have elected not to cure waived such non-monetary Purchaser’s Objectionsright, and Purchaser shall elect (1) proceed to waive such non-monetary Purchaser’s Objections Closing without any abatement reduction in the Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s prior written consent. All title matters revealed by the Title Commitment, UCC Reports and Survey and not objected to by Purchaser as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser shall not be required to take title to the Real Property subject to any matters which may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Purchaser during the Study PeriodPrice.

Study Period. For a period of forty-five (a45) Purchaser days after the Agreement Date (the “Study Period,” which shall expire at 11:59 p.m. Eastern Time on December 19, 2008), and subject to Purchaser’s potential lessee or manager satisfaction of the conditions set forth in Section 4.2 herein, Purchaser shall have the right, until 5:00 p.m.at its sole cost and expense, Yountvilleto inspect and review the Property, California time the physical and environmental condition thereof, and such other information as it may desire concerning the Property, including, without limitation, obtaining an engineering report and a so-called “Phase I” environmental report on the last day Property, inspecting Seller’s books and records relating to the Property, inspecting Seller’s accounting information regarding cash flow, billing and real estate taxes, obtaining the approval of Purchaser’s corporate management of the Study Periodtransaction contemplated herein and conducting such other investigations of the Property as Purchaser deems necessary, and thereafter if Purchaser notifies Seller in writing prior subject to the expiration terms and provisions of this Agreement (collectively, the Study Period that Purchaser has elected not to terminate this Agreement, to enter upon the Real Property upon one (1) business day notice to Seller and to perform, at Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee may deem appropriate“Inspections”). Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, Notwithstanding anything contained herein to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; providedcontrary, however, in no event (i) Purchaser shall Purchaser undertake not conduct any invasive testing of any environmental studies of the Improvements or the Land Property more extensive than a “Phase I” level review without first obtaining Seller’s prior written consent consent, which may be given or withheld in Seller’s sole and absolute discretion, and (ii) Purchaser shall satisfy itself prior to the Agreement Date with regard to any and all tax implications (including, without limitation, ad valorem tax implications) associated with a Phase I environmental study shall not be considered invasive)change in the ownership of the Property (or any portion thereof) from a non-profit entity to a for-profit entity. If such testsPurchaser shall, studies and investigations warrant, for any reason in Purchaser’s sole, absolute and unreviewable sole discretion, the purchase judgment and opinion, disapprove or be dissatisfied with any aspect of the Property for the purposes contemplated by PurchaserProperty, then Purchaser may elect shall be entitled to proceed with terminate this transaction and shall notify Agreement by giving written notice thereof to Seller and Escrow Agent, in writing prior to the Title Company on or before the expiration of the Study Period. Further, that Purchaser has elected not to terminate this Agreement. If for any reason whatsoever Purchaser does not so notify Seller and Escrow Agent of its determination not to terminate if this Agreement prior is terminated by written notice given as aforesaid, then Purchaser shall promptly either return the Study Materials to the expiration Seller or destroy all of the Study PeriodMaterials (including all copies thereof) in the possession of Purchaser and its employees, or if Purchaser notifies Seller agents, representatives and Escrow Agent consultants and confirm such destruction in writing prior to Seller (at no cost to Seller in either such event). Additionally, in either such event, Purchaser shall also promptly deliver to Seller a true and complete copy of all Study Materials prepared by, for or on behalf of Purchaser. The foregoing obligations of Purchaser shall survive the expiration of the Study Period that it has determined in its sole, absolute and unreviewable discretion, to terminate this Agreement, this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. (b) Within twenty (20) days after the Effective Date, Seller shall (i) deliver the following to Purchaser to the extent they exist and are in Seller’s possession or readily available to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 of the Agreement: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, in effect as of the date of this Agreement. (2) To the extent in Seller’s possession or reasonably available to Seller, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals, licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies of all loss history reports. (6) . The monthly and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study Period and thereafter until the Closing, Seller shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials or information relating to the Property which are in, or come into, Seller’s possession or control or are otherwise reasonably available to Seller. (c) Prior to Purchaser’s entry onto the Land or Improvements, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser shall indemnify and defend Seller against any loss, damage or claim for personal injury or property damage arising out of or relating to acts or omissions upon the Real Property by Purchaser or any agents, contractors or employees of Purchaser, unless arising from the negligent or willful acts of Seller or any of its agents, contractors or employees. Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by Purchaser. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two (2) business days following the Effective Date, Purchaser shall order from the Title Company shall return the Deposit to furnish to Purchaser, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA Owner’s Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), and (ii) reports of searches of the Uniform Commercial Code records of Napa County and California (collectively, the “UCC Reports”). Prior to the expiration of the Study Period, Purchaser shall notify Seller of any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such Purchaser’s Objections) any such Purchaser’s Objections at Closing, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Objections to the extent not paid and discharged or bonded against at Closing. For such purposes, Seller may use all or a portion of the cash to close. Seller shall not be obligated to incur any expenses to cure any non-monetary Purchaser’s Objections unless Seller agrees to cure such non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt from Purchaser of notice written confirmation that Purchaser has fully complied with all of Purchaser’s Objections whether the requirements imposed on Purchaser under the foregoing provisions in this Section 4.1, and Seller agrees and Purchaser shall have no further rights, obligations or liabilities to cure such non-monetary Purchaser’s Objectionseach other hereunder, subject to Seller’s right to timely withdraw such agreement to cureexcept for the Indemnification Obligations and any other obligations that expressly survive the termination of this Agreement. If Seller notifies Purchaser fails to terminate this Agreement in writing the manner and within such five (5) day the time period that Seller agrees to cure such non-monetary Purchaser’s Objectionsset forth above, Seller shall correct such non-monetary Purchaser’s Objections on or before the Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify then Purchaser within such five (5) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement to cure such matters, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objectionswaived the contingencies set forth in this Section 4.1, and Purchaser shall elect (1) to waive such non-monetary Purchaser’s Objections without any abatement in the Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall thereafter be promptly returned to Purchaser and non-refundable (except in accordance with the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination terms of this Agreement), and this Agreement shall remain in full force and effect. Seller shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s prior written consent. All title matters revealed by the Title Commitment, UCC Reports It is understood and Survey and not objected to agreed by Purchaser as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser shall not be required to take title to the Real Property subject to any matters which may arise subsequent to the effective date time period specified in this Section 4.1 is of the Title Commitment, UCC Reports and Survey examined by Purchaser during the Study Periodessence.

Study Period. (a) Purchaser and Purchaser’s its agents, contractors, auditors, engineers, attorneys, employees, consultants, other representatives and potential lessee or manager lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right, until 5:00 p.m., YountvilleSeattle, California Washington time on the last day of the Study Period, and thereafter if Purchaser notifies does not notify Seller in writing prior to the expiration of the Study Period that Purchaser has elected not to terminate this Agreement, to enter upon the Real Property upon one not less than two (12) business day days prior notice to Seller Seller, and to perform, at Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive). If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser may elect shall deliver notice to Seller that Purchaser intends to proceed with this transaction in accordance with 8665334v.12 and shall notify Seller and Escrow Agent, in writing prior subject to the expiration terms of the Study Period, that Purchaser has elected not to terminate this Agreement. If for any reason whatsoever In the event Purchaser does not so notify Seller and Escrow Agent of its determination not to terminate terminates this Agreement prior to the expiration of the Study Period, Period or if Purchaser notifies Seller and Escrow Agent in writing prior fails to the expiration of the Study Period that it has determined in its sole, absolute and unreviewable discretion, give such notice (which failure shall be deemed an election to terminate this Agreement), this Agreement automatically shall terminate, the Deposit shall be promptly returned delivered to Purchaser Seller and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering and the director of human resources for the Hotel. (b) Within twenty five (205) calendar days after following the Effective Date, to the extent in Seller’s or Operating Lessee’s possession, Seller shall deliver (iunless otherwise provided below) copies (or use commercially reasonable efforts to cause Manager to deliver to the extent not in Seller’s or Operating Lessee’s possession but in Manager’s possession) of the following to Purchaser at Seller’s expense to the extent they exist and are in Seller’s possession or readily available relate to Seller the Hotel (items (1) – (18) shall be referred to herein as the “Seller’s SubmittalsSubmission Matters”) and (ii) complete Schedules 1-6 of the Agreement:): (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Occupancy Agreements and Occupancy Agreements, if any, in effect as of the date of this Agreement. (2) To A copy of the extent in Seller’s possession or reasonably available to SellerManagement Agreement, copies including all amendments thereto and any relevant side letters. (3) Copies of all Authorizations including, without limitation, all certificates of occupancy, zoning and any existing written confirmation of any zoning designations if any, permits, authorizations, approvals, liquor licenses, liquor license applications and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies Copies of all such Employment Operating Agreements and Leased Property Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies Copies of all loss history reportsEmployment Agreements. (6) The monthly and annual financial Financial and operating statements for the Property for the current calendar year shorter of (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for x) the previous three (3) calendar yearsyears and the year to date, or (y) the period Seller has owned the Property. (7) The operating and capital expenditure budget for the Property for the shorter of (x) the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, and for the previous three (3) calendar years, and (y) the period Seller has owned the Property. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies Copies of all Warranties and Guaranties in affect as (available at the Property). 8665334v.12 (9) Copies of any soil tests or other environmental tests, audits or reports related to the date hereofProperty. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parkingany parking, structural, mechanical or other engineering reports or studies related to the Property (available at the Property, if any, in ). (11) Copies of Seller’s possession or reasonably available to Sellermost recent title insurance policy and survey covering the Real Property (the “Survey”). (12) If in Seller’s possession or reasonably available All real estate and personal property tax statements with respect to Seller, copies the Property and notices of any title insurance policies covering appraised value for the Real Property and any surveys of all or any portion of Property, for the Propertycurrent year to date. (13) If in Seller’s possession or reasonably available to SellerAll records of sales, copies of any use, B&O and all health inspection reports rooms/occupancy taxes with respect to the Property, and any special assessments with respect to the Property being located in a special taxing district if applicable, for the current year to date. (14) Photos All plans and specifications relating to the Property, as well as copies of any environmental reports, topographical, boundary or "as built" surveys, engineering reports, without payment of any additional consideration therefor (if available, they will be made available to Purchaser at the Property in Seller’s possession or reasonably available and not delivered to SellerPurchaser). (15) A complete list All notices of all prepaid expenses violations received from Governmental Authorities in the past 12 months in connection with respect to the Property, which notices relate to violations which have not been cured. (16) A schedule of pending litigation affecting Advance Bookings (available at the Property, if any). (17) An employee census listing All reports provided by Manager to Seller or Operating Lessee pursuant to Section 4.01(A), Section 4.01(B) and Section 4.04 of the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates Management Agreement for the Property on a monthly basis shorter of (x) the current calendar year and for the previous three (3) calendar years years, and (y) the year period Seller has owned the Property. (18) Such other documents reasonably requested by Purchaser pertaining to datethe Property or the operations of the Hotel. During In the event Seller fails to make available any of the Submission Matters as provided above or fails to provide any of the items specified in Section 2.4(e) below as provided therein, Purchaser shall give Seller notice thereof so that Seller shall have an opportunity to cure such failure by providing such items. In the event Seller does not provide such Submission Matters or items specified in Section 2.4(e) prior to the expiration of the Study Period, Purchaser’s sole remedy shall be to terminate this Agreement on or before the expiration of the Study Period and thereafter until in which case the Closing, Seller entire Deposit shall make available be delivered to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials or information relating Seller. In the event Purchaser does not so terminate this Agreement prior to the Property which are inexpiration of the Study Period, or come into, Seller’s possession or control or are otherwise reasonably available Purchaser shall be deemed to Sellerhave waived such failure. (c) Prior to Purchaser’s entry onto If for any reason whatsoever Purchaser does not purchase the Land or ImprovementsProperty, Purchaser shall promptly deliver to Seller an insurance policy naming all copies of all the Submission Matters and any other 8665334v.12 materials delivered to Purchaser or Purchaser Parties; provided, however, that Purchaser shall not be obligated to deliver to Seller as an additional insuredany materials of a proprietary nature (such as, providing for a minimum the purposes of Three Million Dollars ($3,000,000example only, any financial forecasts or market repositioning plans) combined single limit liability coverage prepared for Purchaser or Purchaser Parties in connection with the Property. Seller shall have the option to buy from Purchaser at cost all third-party reports prepared by or for Purchaser or Purchaser Parties with respect to the Property, and Seller acknowledges that any such materials delivered to Seller pursuant to this sentence shall maintain be without warranty or representation whatsoever other than that such policy in force until materials have been fully paid for and may be delivered to Seller. The provisions of this Section 2.4(c) shall survive the termination of the Agreement or Closing. this Agreement. (d) Purchaser shall indemnify indemnify, hold harmless and defend Seller Seller, Operating Lessee and Manager from and against any loss, damage damage, liability or claim for personal injury or property damage and any other loss, damage, liability, claim or lien to the extent arising out of from the acts at or relating to acts or omissions upon the Real Property by Purchaser or Purchaser Parties or any agents, contractors or employees of Purchaserany of them, unless arising from INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLER, OPERATING LESSEE AND/OR MANAGER MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim if and to the negligent extent caused by (i) the gross negligence or reckless or willful acts misconduct of Seller Seller, Operating Lessee and/or Manager or any of its respective agents, contractors contractors, auditors, engineers, attorneys, employees, consultants and other representatives or employees(ii) the mere discovery of pre-existing conditions at the Property. PurchaserPurchaser understands and agrees that any on-site inspections of the Property shall occur at reasonable times agreed upon by Seller and Purchaser after not less than two (2) calendar days prior written notice to Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. Seller, Operating Lessee and/or Manager shall have the right to have a representative present during any such inspections. If Purchaser desires to do any invasive testing at the Property, Purchaser shall do so only after notifying Seller and obtaining Seller’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed and may be subject to reasonable terms and conditions as may be proposed by Seller. Purchaser shall not permit any liens to attach to the Property by reason of such inspections. Purchaser shall (i) restore the Property, at its own expense, shall restore to substantially the same condition which existed prior to any damage inspections or other activities of Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any other work for Purchaser or Purchaser Parties on or related to the Property. At Seller’s request, Purchaser or Purchaser’s contractors and others performing any tests and studies on the Property caused by on Purchaser’s behalf shall first present to Seller reasonably satisfactory evidence that such party is adequately insured in order to reasonably protect Seller, Operating Lessee and Manager from any loss, liability, or damage arising out of the performance of such tests or studies made by Purchaserstudies. This provision Purchaser shall not solicit for employment any Hotel Employees except for employment at the Hotel in accordance with this Agreement if the transaction is consummated. The provisions of this Section 2.4(d) shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (de) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two (2) business days following the Effective Date, Purchaser shall order has ordered from the Title Company for delivery to furnish to PurchaserPurchaser and Seller, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA the Owner’s Title Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), and (ii) reports of searches of the Uniform Commercial Code records of Napa County and California (collectively, the “UCC Reports”). Prior to the expiration of the Study Period, Purchaser shall notify Seller of any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such Purchaser’s Objections) any such Purchaser’s Objections at Closing, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Objections to the extent not paid and discharged or bonded against at Closing. For such purposes, Seller may use all or a portion of the cash to close. Seller shall not be obligated to incur any expenses to cure any non-monetary Purchaser’s Objections unless Seller agrees to cure such non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure such non-monetary Purchaser’s Objections, subject to Seller’s right to timely withdraw such agreement to cure. If Seller notifies Purchaser in writing within such five (5) day period that Seller agrees to cure such non-monetary Purchaser’s Objections, Seller shall correct such non-monetary Purchaser’s Objections on or before the Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement to cure such matters, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objections, and Purchaser shall elect (1) to waive such non-monetary Purchaser’s Objections without any abatement in the Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s prior written consent. All title matters revealed by the Title Commitment, UCC Reports and Survey and not objected to by Purchaser as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser shall not be required to take title to the Real Property subject to any matters which may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Purchaser during the Study Period.8665334v.12

Study Period. (a) Purchaser and Purchaser’s potential lessee or manager The Acquiror shall have the right, until 5:00 p.m., Yountville, California time on the last day of the Study Period, and thereafter if Purchaser notifies Seller in writing prior to the expiration end of the Study Period (and thereafter if the Acquiror does not notify the Contributor that Purchaser the Acquiror has elected not to terminate this Agreement, Agreement in the manner described below) to enter upon the Real Property upon one (1) during normal business day hours with reasonable notice to Seller and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, and to perform, at Purchaser’s the Acquiror's expense, such economic, surveying, engineering, topographic, environmental, topographic and marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee the Acquiror may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent . (a Phase I environmental study shall not be considered invasive). b) If such tests, studies studies, investigations and investigations warrantaudits reveal (i) material structural or environmental problems, or (ii) material discrepancies in Purchaser’s sole, absolute and unreviewable discretionthe financial statements, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser Acquiror may elect not to proceed with this transaction to Closing and shall so notify Seller and Escrow Agent, in writing the Contributor prior to the expiration of the Study Period, that Purchaser has elected not to terminate this Agreement. If for any reason whatsoever Purchaser does not so notify Seller and Escrow Agent of its determination not to terminate this Agreement prior to the expiration of Acquiror notifies the Study PeriodContributor, or if Purchaser notifies Seller and Escrow Agent in writing prior to the expiration of the Study Period that it has determined not to proceed to Closing for one or more of the reasons set forth in its sole, absolute and unreviewable discretion, to terminate this AgreementSection 2.2(b), this Agreement automatically shall terminate, terminate and the Deposit shall be promptly returned to Purchaser Acquiror and Purchaser and Seller the Contributor shall be released from all any further liability or obligation hereunder except those which expressly survive a termination of under this Agreement. ; provided, however, that if the Acquiror determines not to proceed to Closing because of a material structural problem, the Acquiror shall provide the Contributor, contemporaneously with the foregoing notice, with the written report from a structural engineer describing the structural problem and the Contributor shall have the right to cure such structural problem to the satisfaction of Acquiror within thirty (b) Within twenty (2030) days after of its receipt of such report, and the Effective Date, Seller Closing shall (i) deliver the following to Purchaser be extended to the extent they exist and are in Seller’s possession or readily available to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 last day of the Agreement: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, in effect as of Hotel accounting period immediately after the date of this Agreement. (2) To the extent Closing set forth in Seller’s possession or reasonably available to SellerSection 6.1, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals, licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the such date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies of all loss history reports. (6) The monthly and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study Period and thereafter until the Closing, Seller shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials or information relating to the Property which are in, or come into, Seller’s possession or control or are may have otherwise reasonably available to Sellerbeen extended. (c) Prior to Purchaser’s entry onto the Land or ImprovementsIf such tests, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage studies and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser shall indemnify and defend Seller against any loss, damage or claim for personal injury or property damage arising out of or relating to acts or omissions upon the Real Property by Purchaser or any agents, contractors or employees of Purchaser, unless arising from the negligent or willful acts of Seller or any of its agents, contractors or employees. Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by Purchaser. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are investigations do not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two (2) business days following the Effective Date, Purchaser shall order from the Title Company to furnish to Purchaser, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA Owner’s Policy of Title Insurance (without a creditors’ rights exception)warrant, in form approved for use in California in favor of Purchaserthe Acquiror's sole, showing title to be held currently by Seller in a good, marketable absolute and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), and (ii) reports of searches of the Uniform Commercial Code records of Napa County and California (collectively, the “UCC Reports”). Prior to the expiration of the Study Period, Purchaser shall notify Seller of any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such Purchaser’s Objections) any such Purchaser’s Objections at Closing, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Objections to the extent not paid and discharged or bonded against at Closing. For such purposes, Seller may use all or a portion of the cash to close. Seller shall not be obligated to incur any expenses to cure any non-monetary Purchaser’s Objections unless Seller agrees to cure such non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure such non-monetary Purchaser’s Objections, subject to Seller’s right to timely withdraw such agreement to cure. If Seller notifies Purchaser in writing within such five (5) day period that Seller agrees to cure such non-monetary Purchaser’s Objections, Seller shall correct such non-monetary Purchaser’s Objections on or before the Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement to cure such matters, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objections, and Purchaser shall elect (1) to waive such non-monetary Purchaser’s Objections without any abatement in the Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s prior written consent. All title matters revealed by the Title Commitment, UCC Reports and Survey and not objected to by Purchaser as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser shall not be required to take title to the Real Property subject to any matters which may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Purchaser during the Study Period.unreviewable

Study Period. (a) Purchaser and Purchaser’s its agents, contractors, auditors, engineers, attorneys, employees, consultants, other representatives and potential lessee or manager lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right, until 5:00 p.m., Yountville, California time on the last day Closing or earlier termination of the Study Period, and thereafter if Purchaser notifies Seller in writing prior to the expiration of the Study Period that Purchaser has elected not to terminate this Agreement, to enter upon the Real Property upon one not less than two (12) business day days prior notice to Seller Seller, and to perform, at Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, has had an opportunity to review the greatest reasonable extent, does not materially impair the operation condition of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; providedProperty, however, in no event shall Purchaser undertake any invasive testing of any and finds it satisfactory as of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive)Effective Date. If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretionAccordingly, the purchase Deposit is non-refundable except as otherwise expressly provided herein. Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller. (b) Purchaser acknowledges its receipt of the Property for due diligence materials set forth on the purposes contemplated Data Site as of the Effective Date. Seller shall, promptly upon request by Purchaser, then make available to Purchaser may elect to proceed with this transaction and shall notify Seller and Escrow Agenton the Data Site, such additional due diligence materials which are in writing prior Seller’s possession or control relating to the expiration Property and the operation thereof which are reasonably requested by Purchaser from time to time, but 41554043v.8 Purchaser shall have no recourse in the event of Seller’s failure to so-make-available. All documents and materials provided by Seller to Purchaser pursuant to this Agreement (including, without limitation, any and all documents and materials set forth on the Study PeriodData Site), together with any copies or reproductions of such documents or materials, or any summaries, abstracts, compilations or other analyses made by or for Purchaser based on the information in such documents or materials, are referred to collectively herein as the “Submission Materials”. Except as expressly set forth in Article III, Purchaser acknowledges and agrees that Purchaser has elected not to terminate this Agreement. the Submission Matters are provided without warranty or representation whatsoever. (c) If for any reason whatsoever Purchaser does not so notify purchase the Property, Purchaser shall promptly (i) deliver to Seller or destroy all copies of all the Submission Matters and Escrow Agent of its determination not any other materials delivered to terminate this Agreement prior Purchaser or Purchaser Parties, and (ii) deliver to Seller all third-party reports prepared by or for Purchaser or Purchaser Parties with respect to the expiration Property; provided, however, that Purchaser shall not be obligated to deliver to Seller any materials of a proprietary nature (such as, for the Study Periodpurposes of example only, any financial forecasts or if market repositioning plans) prepared for Purchaser notifies or Purchaser Parties in connection with the Property, and Seller and Escrow Agent in writing prior acknowledges that any such materials delivered to Seller pursuant to the expiration provisions of the Study Period that it has determined in its sole, absolute and unreviewable discretion, to terminate this Agreement, this Agreement automatically shall terminate, the Deposit clause (ii) shall be promptly returned without warranty or representation whatsoever other than that such materials have been fully paid for and may be delivered to Purchaser and Purchaser and Seller Seller. The provisions of this Section 2.4(c) shall be released from all further liability or obligation hereunder except those which expressly survive a the termination of this Agreement. (bd) Within twenty (20) days after Purchaser shall indemnify, hold harmless and defend Seller, Operating Lessee and Manager, and each of their subsidiaries, affiliate and parent companies, the Effective Daterespective successors and assigns of each of them, Seller shall (i) deliver and the following to Purchaser to the extent they exist officers, directors, partners, members, shareholders, employees and are in Seller’s possession or readily available to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 agents of each of the Agreement: (1) Copies of all Operating Agreementsforegoing, Leased Property Agreements, Off-Site Facility Agreements from and Occupancy Agreements, if any, in effect as of the date of this Agreement. (2) To the extent in Seller’s possession or reasonably available to Seller, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals, licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies of all loss history reports. (6) The monthly and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study Period and thereafter until the Closing, Seller shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials or information relating to the Property which are in, or come into, Seller’s possession or control or are otherwise reasonably available to Seller. (c) Prior to Purchaser’s entry onto the Land or Improvements, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser shall indemnify and defend Seller against any loss, damage damage, liability or claim for personal injury or property damage and any other loss, damage, liability, claim or lien to the extent arising out of from the acts at or relating to acts or omissions upon the Real Property by Purchaser or Purchaser Parties or any agents, contractors or employees of Purchaserany of them, unless arising from INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLER, OPERATING LESSEE AND/OR MANAGER MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim to the negligent extent caused by the gross negligence or reckless or willful acts misconduct of Seller Seller, Operating Lessee and/or Manager or any of its respective agents, contractors contractors, auditors, engineers, attorneys, employees, consultants and other representatives. Purchaser understands and agrees that any on-site inspections of the Property shall occur at reasonable times agreed upon by Seller and Purchaser after not less than two (2) business days prior written notice to Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. Seller, Operating Lessee and/or Manager shall have the right to have a representative present during any such inspections. If Purchaser desires to do any invasive testing at the Property, Purchaser shall do so only after notifying Seller and obtaining Seller’s prior written consent thereto, which consent shall not be unreasonably withheld or employeesdelayed and may be subject to reasonable terms and conditions as may be 8 41554043v.8 proposed by ▇▇▇▇▇▇. PurchaserPurchaser shall not permit any liens to attach to the Property by reason of such inspections. Purchaser shall (i) restore the Property, at its own expense, shall restore to substantially the same condition which existed prior to any damage inspections or other activities of Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any other work for Purchaser or Purchaser Parties on or related to the Property. All contractors and others performing any tests and studies on the Property caused by shall first present to Seller reasonably satisfactory evidence that such party is adequately insured in order to reasonably protect Seller, Operating Lessee and Manager from any loss, liability, or damage arising out of the performance of such tests or studies made by Purchaserstudies. This provision Purchaser shall not solicit for employment any Hotel Employees except for employment at the Hotel in accordance with Section 6.5 if the transaction is consummated. The provisions of this Section 2.4(d) shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (de) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two (2) business days following the Effective Date, Purchaser shall order has ordered from the Title Company for delivery to furnish to PurchaserPurchaser and Seller, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA the Owner’s Title Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies (to the extent such legible copies are available) of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), with respect to the state of title to the Property, and (ii) reports of searches Purchaser has approved of the Uniform Commercial Code records of Napa County and California (collectivelysame; provided, the “UCC Reports”). Prior to the expiration of the Study Period, Purchaser shall notify Seller of if any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sumMonetary Title Encumbrances, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to either (i) pay and discharge discharge, (or ii) bond against in a manner legally sufficient to cause to be released, or (iii) indemnify or escrow money with or otherwise cause the Title Company to insure over over, such Purchaser’s Objections) any such Purchaser’s Objections at ClosingMonetary Title Encumbrances (individually and collectively, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Objections to the extent not paid and discharged or bonded against at Closinga “Monetary Encumbrance Release”). For such purposes, Seller may use all or a portion of the cash Purchase Price to closeeffectuate a Monetary Encumbrance Release with respect to any such Monetary Title Encumbrances at the Closing. Other than as specifically required in this Agreement, Seller shall not be obligated to incur any expenses or incur any liability to cure any non-monetary Purchaser’s Objections unless Seller agrees to cure such non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure such non-monetary Purchaser’s Objections. Except as otherwise provided herein, subject to Seller’s right to timely withdraw such agreement to cure. If Seller notifies Purchaser in writing within such five (5) day period that Seller agrees to cure such non-monetary Purchaser’s Objections, Seller shall correct such non-monetary Purchaser’s Objections on or before the Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement to cure such matters, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objections, and Purchaser shall elect (1) to waive such non-monetary Purchaser’s Objections without any abatement in the Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller shall not, after the date of this Agreement, voluntarily subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. All title matters revealed by the Title Commitment, UCC Reports Commitment and Survey and not objected to (or any update obtained by Purchaser as provided above (Purchaser), other than those rendering title defeasible and delinquent taxesMonetary Title Encumbrances which will be covered by a Monetary Encumbrance Release at Closing, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing as provided above) shall all be deemed Permitted Title Exceptions. Notwithstanding . (f) Prior to the foregoingexpiration of the Study Period, Purchaser shall not be required use diligent efforts, with Seller’s commercially reasonable assistance, to take title to obtain (i) the Real Property subject to any matters which may arise subsequent to the effective date written consent of the Title CommitmentManager, UCC Reports if required, to an assignment of the Management Agreement on terms reasonably acceptable to Purchaser, and Survey examined (ii) an estoppel certificate (or agreed upon form of estoppel certificate) from Manager reasonably acceptable to Purchaser. 41554043v.8 (g) Prior to Closing, Seller shall provide commercially reasonable assistance to Purchaser to obtain estoppel certificates from any tenants under Occupancy Agreements requested by Purchaser during the Study Periodpursuant to forms provided to Seller by Purchaser.

Study Period. (a) Purchaser and Purchaser’s potential lessee or manager The Acquiror shall have the right, until 5:00 p.m., Yountville, California time on the last day of the Study Period, and thereafter if Purchaser notifies Seller in writing prior to the expiration end of the Study Period (and thereafter if the Acquiror does not notify the Contributor that Purchaser the Acquiror has elected not to terminate this Agreement, Agreement in the manner described below) to enter upon the Real Property upon one (1) during normal business day hours with reasonable notice to Seller and Contributor's permission, which permission shall not be unreasonably withheld, conditioned or delayed, and to perform, at Purchaser’s the Acquiror's expense, such economic, surveying, engineering, topographic, environmental, topographic and marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee the Acquiror may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent . (a Phase I environmental study shall not be considered invasive). b) If such tests, studies studies, investigations and investigations warrantaudits reveal (i) material structural or environmental problems, or (ii) material discrepancies in Purchaser’s sole, absolute and unreviewable discretionthe financial statements, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser Acquiror may elect not to proceed with this transaction to Closing and shall so notify Seller and Escrow Agent, in writing the Contributor prior to the expiration of the Study Period, that Purchaser has elected not to terminate this Agreement. If for any reason whatsoever Purchaser does not so notify Seller and Escrow Agent of its determination not to terminate this Agreement prior to the expiration of Acquiror notifies the Study PeriodContributor, or if Purchaser notifies Seller and Escrow Agent in writing writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing for one or more of the reasons set forth in its sole, absolute and unreviewable discretion, to terminate this AgreementSection 2.3(b), this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser the Acquiror and Purchaser and Seller upon return of the Deposit, the Acquiror shall be released from all any further liability or obligation hereunder except those which expressly survive a termination of under this Agreement. ; provided, however, that if the Acquiror determines not to proceed to Closing because of a material structural problem, the Acquiror shall provide the Contributor with the written report from a structural engineer describing the structural problem and the Contributor shall have the right to cure such structural problem within thirty (b) Within twenty (2030) days after the Effective Date, Seller shall (i) deliver the following to Purchaser to the extent they exist satisfaction of Acquiror, and are in Seller’s possession or readily available the Closing shall be extended to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 the last day of the Agreement: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, in effect as of Marriott accounting period immediately after the date of this Agreement. (2) To the extent Closing set forth in Seller’s possession or reasonably available to SellerSection 6.1, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals, licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the such date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies of all loss history reports. (6) The monthly and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study Period and thereafter until the Closing, Seller shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials or information relating to the Property which are in, or come into, Seller’s possession or control or are may have otherwise reasonably available to Sellerbeen extended. (c) Prior to Purchaser’s entry onto If such tests, studies and investigations do not warrant, in the Land or ImprovementsAcquiror's sole, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insuredabsolute and unreviewable discretion, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser shall indemnify and defend Seller against any loss, damage or claim for personal injury or property damage arising out of or relating to acts or omissions upon the Real Property by Purchaser or any agents, contractors or employees of Purchaser, unless arising from the negligent or willful acts of Seller or any of its agents, contractors or employees. Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by Purchaser. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey acquisition of the Property for any reason not set forth in Seller’s possession. Within two (2Section 2.3(b) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”2.3(f). Within two (2) business days following the Effective Date, Purchaser shall order from the Title Company to furnish to Purchaser, at Purchaser’s sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA Owner’s Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), and (ii) reports of searches of the Uniform Commercial Code records of Napa County and California (collectively, the “UCC Reports”). Prior to the expiration of the Study Period, Purchaser shall notify Seller of any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such Purchaser’s Objections) any such Purchaser’s Objections at Closing, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Objections to the extent not paid and discharged or bonded against at Closing. For such purposes, Seller may use all or a portion of the cash to close. Seller shall not be obligated to incur any expenses to cure any non-monetary Purchaser’s Objections unless Seller agrees to cure such non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure such non-monetary Purchaser’s Objections, subject to Seller’s right to timely withdraw such agreement to cure. If Seller notifies Purchaser in writing within such five (5) day period that Seller agrees to cure such non-monetary Purchaser’s Objections, Seller shall correct such non-monetary Purchaser’s Objections on or before the Closing Date to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement Acquiror has not received a firm commitment from Mortgagee in form acceptable to cure such matters, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objections, and Purchaser shall elect (1) to waive such non-monetary Purchaser’s Objections without any abatement in the Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s prior written consent. All title matters revealed by the Title Commitment, UCC Reports and Survey and not objected to by Purchaser as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser shall not be required to take title to the Real Property subject to any matters which may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Purchaser during the Study Period.Acquiror,

Study Period. (a) Purchaser Brandywine OP and Purchaser’s potential lessee or manager its agents, contractors and duly authorized representatives shall have the right, until 5:00 p.m., YountvilleDallas, California Texas time on the last day of the Study Period, and thereafter if Purchaser unless, as provided below, Brandywine OP notifies Seller ▇▇▇▇▇▇▇▇ in writing prior to the expiration of the Study Period that Purchaser Brandywine OP has elected not to terminate this Agreement, to enter upon the Real Property upon one (1) business day notice to Seller and to perform, at Purchaser’s Brandywine OP's expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee Brandywine OP may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive). If such tests, studies and investigations do not warrant, in Purchaser’s Brandywine OP's sole, absolute and unreviewable discretion, the purchase acquisition of the Property Assigned Partnership Interests and the Purchased Stock for the purposes contemplated by PurchaserBrandywine OP, then Purchaser Brandywine OP may elect not to proceed with this transaction and shall notify Seller ▇▇▇▇▇▇▇▇ and Escrow Agent, in writing prior to the expiration of the Study Period, that Purchaser Brandywine OP has elected not to terminate this Agreement. If for any reason whatsoever Purchaser does not so notify Seller and Escrow Agent of its determination not to terminate this Agreement prior to the expiration of the Study Period, or if Purchaser notifies Seller and Escrow Agent in writing prior to the expiration of the Study Period that it has determined in its sole, absolute and unreviewable discretion, to terminate this Agreement, in which event this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser Brandywine OP and Purchaser Brandywine OP, ▇▇▇▇▇▇▇▇ and Seller PPL shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Brandywine OP does not so notify ▇▇▇▇▇▇▇▇ of its determination to terminate this Agreement prior to the expiration of the Study Period, then Brandywine OP shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 2.4. (b) Within twenty (20) days after ▇▇▇▇▇▇▇▇ has delivered or made available at the Effective Date, Seller shall (i) deliver Property the following to Purchaser to the extent they exist and are in Seller’s possession or readily available to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 of the AgreementBrandywine OP: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, Leases in effect as of the date of this Agreement, together with, to the extent in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇, copies of all correspondence received from or sent to tenants of the Property. (2) a Rent Roll (herein so called) certificate (with current rent roll and accounts receivable report attached) for the Property containing the following information with respect to each Lease: (i) a description of the space occupied thereby (including square feet, type of space, floor and tenant's pro rata share of common elements), (ii) tenant's name, (iii) the commencement date and expiration date thereof, (iv) the rental rate per square foot, (v) the amount of fixed monthly rental, (vi) the amount of any percentage or other additional rental and/or common area maintenance, tax, insurance and operating expenses and any other charges payable thereunder and, if applicable, the base year used in each Lease, (vii) the amount of any prepayment in rental, (viii) the amount of the security deposit or any other deposit thereunder, (ix) any free rent, concessions, rebates, refunds, refurbishment allowances or other inducements which any tenant will be entitled to receive after December 31, 2000 (including, without limitation, any of the foregoing that may be payable in connection with renewals, extensions or expansions expressly contemplated in any of such Leases), (x) any options provided thereunder, including, without limitation, any renewal options, expansion options, purchase options and rights of first refusal and (xi) delinquency in rental or other charges set forth in the attached accounts receivable report. (3) To the extent in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller▇▇▇▇▇▇▇▇, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvalsapprovals (including drawings and enacting ordinances, if any), special exceptions, variances, and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. For the purpose of this Agreement any Submission Matters in the possession of ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇' management company shall be deemed to be "reasonably available to ▇▇▇▇▇▇▇▇. (3) A complete list of Advance Bookings." (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller▇▇▇▇▇▇▇▇: (X) operating statements showing all income and expenses, a schedule setting forth the type profits and amounts losses of insurance coverage maintained by Seller with respect to the Property as for the previous three (3) calendar years, which shall reflect (i) ad valorem taxes for the City, County and State or Commonwealth; (ii) expenses incurred for such period for water, electricity, natural gas and other utility charges; (iii) other operating expenses; (iv) total rents collected from tenants for such periods; and (v) other revenue collected and nature of the date of this Agreement such revenue; and complete copies of all loss history reports. (6Y) The monthly and annual financial and operating statements for the Property for the previous three (3) calendar years, including, if available, the reports of accountants thereon. (5) Operating and capital expenditure budgets for the current calendar year (including audited statements, if available), and, to the extent in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller▇▇▇▇▇▇▇▇, for the previous three (3) calendar years. (76) The operating All existing surveys and capital expenditure budget title policies for the Property for that are reasonably available to ▇▇▇▇▇▇▇▇. (7) A complete list of all Operating Agreements and leasing commission agreements relating to the current calendar year and, to Property in effect as of the date of this Agreement and complete copies of all such Operating Agreements and leasing commission agreements. (8) A complete list of all Tangible Personal Property. (9) To the extent in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller▇▇▇▇▇▇▇▇, for the previous three (3) calendar years. (8) To the extent any information in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller ▇▇▇▇▇▇▇▇ regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (910) Complete copies A complete list of all Warranties and Guaranties in affect effect as of the date hereofof this Agreement and complete copies of all such Warranties and Guaranties. (1011) Copies of all soil tests, structural engineering tests, inspection reports, asbestos surveys, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller▇▇▇▇▇▇▇▇, together with copies of any and all correspondence, reports and other written documentation regarding the environmental aspects of the property or any toxic substances or equipment affecting or related to the Property. (1112) If in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇, copies of complete sets of all architectural, mechanical, structural and/or electrical plans and specifications used in connection with the construction of or alterations or repairs to the Property. (13) If in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇, copies of as-built plans and specifications for the Property. (14) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s ▇▇▇▇▇▇▇▇' possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller▇▇▇▇▇▇▇▇. (15) A complete list To the extent in the possession of ▇▇▇▇▇▇▇▇ or any affiliate of ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇' property manager, copies of credit reports and financial information on all prepaid expenses with respect to tenants in possession of any of the PropertyProperty and of any guarantors of such tenants' obligations. (16) A schedule Copies of pending litigation affecting all approvals from any owners associations having jurisdiction over the Property, if anyReal Property and copies of all correspondence from any such owners association. (17) An employee census listing Copies of the nameExisting Notes, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor Existing Liens and copies of all union and collective bargaining agreements affecting any uncured notices of default or event of default from the Propertyholder(s) of the Existing Notes. (18) A schedule setting forth copy of each Ground Lease, and all amendments thereto. (19) Copies of the occupancy Partnership Agreements and average rates the organizational documents and minute books of each of Southpoint Inc. and Valleybrooke Inc., and financial statements and tax returns for each of the Partnerships, Southpoint Inc. and Valleybrooke Inc. for the Property on years 1998, 1999 and 2000, to the extent reasonably available to ▇▇▇▇▇▇▇▇. (20) Copies of all Insurance Policies in effect, together with the name and telephone number of either a monthly basis for contact person at each insurance company or the previous three (3) calendar years and insurance broker involved with the year issuance of the Insurance Policies. Any reference to datea document or information being in the possession of ▇▇▇▇▇▇▇▇ or similar phrase shall be construed to include documents or information currently in the possession of any of the Partnerships or Corporations. During the Study Period and thereafter until the Closing, Seller ▇▇▇▇▇▇▇▇ shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copyingBrandywine OP, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules operating statements and any and all other materials or information relating to the Partnerships, Southpoint Inc., Valleybrooke Inc. and the Property which are in, or come into, Seller’s into ▇▇▇▇▇▇▇▇' possession or control or are otherwise reasonably available to Seller▇▇▇▇▇▇▇▇ from and after the date on which the Submission Matters were delivered to Brandywine OP. (a) but reserves the right to require, and ▇▇▇▇▇▇▇▇ hereby agrees to deliver, to the extent reasonably available to it, any item described in Section 2.4(b) not previously delivered at any time during the period expiring six (6) months after the Closing Date, which agreement shall survive the Closing Date for such six (6) month period. (c) Prior to Purchaser’s entry onto the Land or Improvements, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser Brandywine OP shall indemnify and defend Seller ▇▇▇▇▇▇▇▇ against any loss, damage or claim for personal injury or property damage (including reasonable attorney's fees) arising out of or relating to acts or omissions from the entry upon the Real Property pursuant to this Section 2.4 by Purchaser Brandywine OP or any agents, contractors or employees of Purchaser, unless arising from the negligent or willful acts of Seller or any of its agents, contractors or employeesBrandywine OP. PurchaserBrandywine OP, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by PurchaserBrandywine OP. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) Within On or before 5:00 p.m. Dallas, Texas time on the date that is five (5) business days following after the Effective Datedate of this Agreement, Seller ▇▇▇▇▇▇▇▇ shall deliver to Purchaser a copy of any survey Brandywine OP, at ▇▇▇▇▇▇▇▇' sole cost and expense, the most recent Surveys of the Property in Seller’s possession. Within two (2) business days after receipt Land and the Improvements for all of Seller’s survey of the Land and Improvements which constitute the Property, Purchaser which are in the possession of ▇▇▇▇▇▇▇▇. Such Surveys shall order an update have been prepared by a Surveyor(s) licensed to practice in the survey, or shall obtain its own survey of State where the Property if no is located. During the Study Period, Brandywine OP shall have the right to update such survey exists (Surveys, at Brandywine OP's sole cost. On or before the “Survey”). Within two (2) business days following the Effective Closing Date, Purchaser Brandywine OP shall order from cause the Title Company to furnish to PurchaserBrandywine OP, at Purchaser’s ▇▇▇▇▇▇▇▇' sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard a ALTA Form Owner’s 's Policy of Title Insurance (without a creditors’ rights exception), in form approved for use in California in favor of PurchaserInsurance, showing title to be held currently by Seller the Partnerships in a good, marketable indefeasible and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “"Title Commitment”"), and (ii) reports of searches of the Uniform Commercial Code records of Napa County both the county and California State in which the Property is located (collectively, the “"UCC Reports”)") with respect to the state of title to the Property. Prior to the expiration of the Study Period, Purchaser Brandywine OP shall notify Seller ▇▇▇▇▇▇▇▇ of any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Purchaser Brandywine OP is unwilling to accept (collectively, “Purchaser’s "Brandywine OP's Objections”"); however, Brandywine OP may not object to any Ground Lease, the Existing Notes and Existing Liens. If any of Purchaser’s Brandywine OP's Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ ' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Seller ▇▇▇▇▇▇▇▇ shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such Purchaser’s Brandywine OP's Objections) any such Purchaser’s Brandywine OP's Objections at Closing, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Brandywine OP's Objections to the extent not paid and discharged or bonded against at Closing. For such purposes, Seller may use all or a portion of the cash to close. Seller ▇▇▇▇▇▇▇▇ shall not be obligated to incur any expenses to cure any non-monetary Purchaser’s Brandywine OP's Objections (including, without limitation, any lis pendens filed against the Property) unless Seller ▇▇▇▇▇▇▇▇ agrees to cure such non-monetary Purchaser’s Brandywine OP's Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure any such non-monetary Purchaser Objections up to five days prior to Closing. Seller ▇▇▇▇▇▇▇▇ shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections Brandywine OP on or before the Closing Date whether Seller ▇▇▇▇▇▇▇▇ agrees to cure such non-monetary Purchaser’s Brandywine OP's Objections, subject to Seller’s right to timely withdraw such agreement to cure. If Seller ▇▇▇▇▇▇▇▇ notifies Purchaser Brandywine OP in writing within such five (5) day period on or before the Closing Date that Seller ▇▇▇▇▇▇▇▇ agrees to cure such non-monetary Purchaser’s Brandywine OP's Objections, Seller ▇▇▇▇▇▇▇▇ shall correct such non-monetary Purchaser’s Brandywine OP's Objections on or before the Closing Date to the reasonable satisfaction of PurchaserBrandywine OP. If Seller ▇▇▇▇▇▇▇▇ does not notify Purchaser within such five (5) day period Brandywine OP on or before the Closing Date of Seller’s its agreement to cure such non-monetary Purchaser’s Brandywine OP's Objections, or if Seller timely withdraws its agreement to cure such matters, Seller ▇▇▇▇▇▇▇▇ shall be deemed to have elected not to cure such non-monetary Purchaser’s Brandywine OP's Objections, and Purchaser Brandywine OP shall elect (1) to waive such non-monetary Purchaser’s Brandywine OP's Objections without any abatement in the Purchase Price or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Purchaser Brandywine OP and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller ▇▇▇▇▇▇▇▇ shall not, after the date of this Agreement, permit the Partnerships to subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s Brandywine OP's prior written consent. All The Existing Notes, Existing Liens, each Ground Lease and all title matters revealed by the Title Commitment, UCC Reports and Survey and not objected to by Purchaser Brandywine OP as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing or bonded against as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Purchaser Brandywine OP shall not be required to take close the transactions described in this Agreement if title to the Real Property on the Closing Date is subject to any matters which (i) may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Purchaser Brandywine OP during the Study PeriodPeriod and (ii) impairs title to any portion of the Property and will not be released or bonded against on or before the Closing Date. If a title exception is disclosed by the Title Company which was not shown in the Title Commitment or Survey and was not the result of any of the Partnerships' acts or omissions, then, unless ▇▇▇▇▇▇▇▇ notifies Brandywine OP in writing by the Closing Date that ▇▇▇▇▇▇▇▇ agrees to take such action as may be necessary to release such title exception on or before the Closing Date, Brandywine OP may (i) terminate this Agreement by written notice to ▇▇▇▇▇▇▇▇, in which event the Deposit shall be promptly returned to Brandywine OP and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement, or (ii) waive its objections to such title exception and consummate the transactions contemplated herein.

Study Period. Purchaser shall have the right to perform such examinations, tests, investigations and studies of the Property as Purchaser reasonably deems advisable, subject to the terms of the Inspection Agreement, including, without limitation Section 2(f) of the Inspection Agreement, the terms of which are hereby incorporated by reference and which shall remain in full force and effect notwithstanding the second sentence of Section 2(b) of the Inspection Agreement. Notwithstanding anything to the contrary set forth in the Inspection Agreement, the parties agree that the Inspection Agreement shall remain in effect and shall govern Purchaser’s rights, responsibilities and obligations in connection with Purchaser’s access onto the Property through the earlier of the termination of this Agreement or the Closing Date. (a) Purchaser and Purchaser’s potential lessee or manager shall have the right, until 5:00 p.m., Yountville, California time on the last day of the Study Period, and thereafter if Purchaser notifies Seller in writing prior to the expiration of the Study Period acknowledges that Purchaser has elected not to terminate this Agreement, to enter upon the Real Property upon one (1) business day notice to Seller and to perform, at Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Purchaser and Purchaser’s potential lessee may deem appropriate. Purchaser and Purchaser’s agents shall conduct such investigations in a manner which, to the greatest reasonable extent, does not materially impair the operation of the Hotel or the ▇▇▇▇▇▇ Creek Apartments; provided, however, in no event shall Purchaser undertake any invasive testing of any of the Improvements or the Land without Seller’s prior written consent (a Phase I environmental study shall not be considered invasive). If such tests, studies and investigations warrant, in Purchaser’s sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Purchaser, then Purchaser may elect to proceed with this transaction and shall notify Seller and Escrow Agent, in writing prior to the expiration of the Study Period, that Purchaser has elected not to terminate this Agreement. If for any reason whatsoever Purchaser does not so notify Seller and Escrow Agent of its determination not to terminate this Agreement prior to the expiration of the Study Period, or if Purchaser notifies Seller and Escrow Agent in writing prior to the expiration of the Study Period that it has determined in its sole, absolute and unreviewable discretion, to terminate this Agreement, this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. (b) Within twenty (20) days after the Effective Date, Seller shall (i) deliver the following to Purchaser to the extent they exist and are in Seller’s possession or readily available to Seller (“Seller’s Submittals”) and (ii) complete Schedules 1-6 of the Agreement: (1) Copies of all Operating Agreements, Leased Property Agreements, Off-Site Facility Agreements and Occupancy Agreements, if any, in effect as of the date of this Agreement. (2) To the extent in Seller’s possession or reasonably available to Seller, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals, licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. (3) A complete list of Advance Bookings. (4) A schedule indicating all pertinent information with respect to each Employment Agreement in effect as of the date hereof (including name of employee, social security number, wage or salary, accrued vacation benefits, other fringe benefits, etc.) and copies of all such Employment Agreements. (5) To the extent in Seller’s possession or reasonably available to Seller, a schedule setting forth the type and amounts of insurance coverage maintained by Seller with respect to the Property as of the date of this Agreement and complete copies of all loss history reports. (6) The monthly and annual financial and operating statements for the Property for the current calendar year (including audited statements, if available), and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (7) The operating and capital expenditure budget for the Property for the current calendar year and, to the extent in Seller’s possession or reasonably available to Seller, for the previous three (3) calendar years. (8) To the extent in Seller’s possession or reasonably available to Seller, copies of receipts for all personal property taxes and ad valorem taxes and special assessments assessed against the Property for the current calendar year and prior three calendar years, statements for Utilities payable for the current calendar year and prior calendar year, and any information in Seller’s possession or reasonably available to Seller regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (9) Complete copies of all Warranties and Guaranties in affect as of the date hereof. (10) Copies of all soil tests, structural engineering tests, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Seller’s possession or reasonably available to Seller. (11) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Seller’s possession or reasonably available to Seller. (12) If in Seller’s possession or reasonably available to Seller, copies of any title insurance policies covering the Real Property and any surveys of all or any portion of the Property. (13) If in Seller’s possession or reasonably available to Seller, copies of any and all health inspection reports with respect to the Property (14) Photos of the Property in Seller’s possession or reasonably available to Seller. (15) A complete list of all prepaid expenses with respect to the Property. (16) A schedule of pending litigation affecting the Property, if any. (17) An employee census listing the name, date of hire, date of last pay increase, department, title and rate of pay with respect to each employee at the Property, a payroll run, copies of all pension documents and a schedule of liabilities therefor and copies of all union and collective bargaining agreements affecting the Property. (18) A schedule setting forth the occupancy and average rates for the Property on a monthly basis for the previous three (3) calendar years and the year to date. During the Study Period and thereafter until the Closing, Seller shall make available to Purchaser, its agents, auditors, engineers, attorneys, potential lessees and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, advance reservations and room bookings and function bookings, rate schedules and any and all other materials or information relating to the Property which are in, or come into, Seller’s possession or control or are otherwise reasonably available to Seller. (c) Prior to Purchaser’s entry onto the Land or Improvements, Purchaser shall deliver to Seller an insurance policy naming Seller as an additional insured, providing for a minimum of Three Million Dollars ($3,000,000) combined single limit liability coverage and shall maintain such policy in force until termination of the Agreement or Closing. Purchaser shall indemnify and defend Seller against any loss, damage or claim for personal injury or property damage arising out of or relating to acts or omissions upon the Real Property by Purchaser or any agents, contractors or employees of Purchaser, unless arising from the negligent or willful acts of Seller or any of its agents, contractors or employees. Purchaser, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by Purchaser. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. Purchaser’s indemnification obligation are not limited by the Liquidated Damages (defined below) applicable under this Agreement nor by the amount of insurance maintained by Purchaser. (d) Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser a copy of any survey of the Property in Seller’s possession. Within two (2) business days after receipt of Seller’s survey of the Property, Purchaser shall order an update to the survey, or shall obtain its own survey of the Property if no such survey exists (the “Survey”). Within two (2) business days following the Effective Date, Purchaser shall order from the Title Company to furnish to Purchaser, at Purchaser’s sole cost and expense, (i) received a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue its standard ALTA Owner’s Policy of Title Insurance Property (without a creditors’ rights exception), in form approved for use in California in favor of Purchaser, showing title to be held currently by Seller in a good, marketable and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the “Title Commitment”), ) and (ii) reports of searches ordered an updated survey of the Uniform Commercial Code records of Napa County and California Real Property (collectively, the “UCC ReportsSurvey”). Prior to the expiration of the Study Period, Purchaser shall notify Seller of If any matters shown on such Survey (or any update to the Survey Survey) or identified in the Title Commitment or the UCC Reports that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sumMust-Cure Title Encumbrances, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to either (i) pay and discharge discharge, (or ii) bond against in a manner legally sufficient to cause to be released, or (iii) indemnify or escrow money with or otherwise cause the Title Company to insure over in a manner reasonably acceptable to Purchaser, such Purchaser’s Objections) any such Purchaser’s Objections at ClosingMust-Cure Title Encumbrances (individually and collectively, and Escrow Agent is authorized to pay and discharge at Closing such Purchaser’s Objections to the extent not paid and discharged or bonded against at Closinga “Must-Cure Encumbrance Release”). For such purposes, Seller may use all or a portion of the cash Purchase Price to closeeffectuate a Must-Cure Encumbrance Release with respect to any such Must-Cure Title Encumbrances at the Closing. Other than as specifically required in this Agreement, Seller shall not be obligated to incur any expenses or incur any liability to cure any non-monetary Purchaser’s Objections unless Seller agrees to cure matters shown on such non-monetary Purchaser’s Objections as hereinafter provided; provided, however, Seller may withdraw its agreement to cure Survey (or any such non-monetary Purchaser Objections up to five days prior to Closing. Seller shall notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure such non-monetary Purchaser’s Objections, subject to Seller’s right to timely withdraw such agreement to cure. If Seller notifies Purchaser in writing within such five (5) day period that Seller agrees to cure such non-monetary Purchaser’s Objections, Seller shall correct such non-monetary Purchaser’s Objections on or before the Closing Date update to the reasonable satisfaction of Purchaser. If Seller does not notify Purchaser within such five (5Survey) day period of Seller’s agreement to cure such non-monetary Purchaser’s Objections, or if Seller timely withdraws its agreement to cure such matters, Seller shall be deemed to have elected not to cure such non-monetary Purchaser’s Objections, and Purchaser shall elect (1) to waive such non-monetary Purchaser’s Objections without any abatement identified in the Purchase Price or (2) to terminate this AgreementTitle Commitment other than Must-Cure Title Encumbrances. Except as otherwise provided herein, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller shall not, after the date of this Agreement, voluntarily subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided that it shall not be considered unreasonable for Purchaser to withhold consent to any lien, encumbrance, covenant, condition, restriction, easement, title matter or zoning change which may have an adverse effect on the Property or the business conducted thereon. All title matters revealed by the Title Commitment, UCC Reports Commitment and Survey and (or any update to the Survey) which are not objected to Must-Cure Title Encumbrances which will be covered by Purchaser as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid a Must-Cure Encumbrance Release at Closing as provided above) shall all be deemed Permitted Title Exceptions. Notwithstanding the foregoing, . (b) Purchaser shall not be required have the right to take title obtain an updated Title Commitment prior to the Real Property subject Closing (each, a “Title Update”). Purchaser shall have three (3) business days after receipt of any Title Update to notify Seller in writing of any objections Purchaser may have to any matters which may arise subsequent to exception contained in such Title Update for agreements filed of record or any liens created or becoming effective after the effective date of the initial Title CommitmentCommitment that are not (i) created by, UCC Reports through or under Purchaser or (ii) relate to any matter previously disclosed by the Survey or initial Title Commitment (“Additional Objections”). If Purchaser notifies Seller in writing of any Additional Objections, Seller shall have the right, but not the obligation (other than with respect to Must-Cure Title Encumbrances which shall be subject to a Must-Cure Encumbrance Release at Closing), to cure such Additional Objections. Within three (3) business days after receipt of Purchaser’s notice of Additional Objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such Additional Objections. If Seller elects to attempt to cure, Seller shall have the right to attempt to remove, satisfy or cure the same, and Survey examined for this purpose, Seller shall, at Seller’s election, be entitled to a one-time right to extend the Closing Date for up to thirty (30) days upon written notice to Purchaser in order for Seller to attempt to cure such Additional Objections. If Seller elects not to cure any Additional Objections or if Seller is unable to effect a cure of those Purchaser’s Objections which it elected to cure prior to the Closing Date (or any later date to which the Closing has been adjourned), and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said three (3) business day period, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller on or before the Closing Date (as such date may have been extended by Seller as set forth above), in which event the Deposit shall be returned to Purchaser during and neither party shall have any further obligations hereunder, except those which expressly survive a termination of this Agreement. If applicable, Closing shall be extended to provide Seller and Purchaser with the Study Periodfull response periods provided in this Section 2.10. (c) Prior to Closing, Purchaser shall use diligent efforts, with Seller’s commercially reasonable assistance, to obtain (i) the written consent of the Manager, if required, to an assignment of the Management Agreement on terms reasonably acceptable to Purchaser, and (ii) an estoppel certificate (or agreed upon form of estoppel certificate) from Manager reasonably acceptable to Purchaser.