Common use of Study Period Clause in Contracts

Study Period. (a) The Purchaser and its agents, contractors, engineers, surveyors, attorneys, employees and invitees shall have the right until 5:00 p.m. Eastern Time on the 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, to terminate this Agreement for any reason (or for no reason whatsoever), in which event the Deposit shall be returned to the Purchaser and the Parties shall have no further obligations to each other in connection with this Agreement. If the Purchaser does not so terminate this Agreement prior to the expiration of the Study Period, or if the Purchaser 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 prior to the expiration of the Study Period notifying the Seller that the Purchaser is terminating this Agreement. In the absence of such notice, this Agreement shall remain in full force and effect. (b) Within twenty (20) business days following the Effective Date of this Agreement, the Seller shall deliver to the Purchaser copies of any and all site plans, building plans, lease agreements, title reports, surveys, environmental reports, soil studies, archeological studies, geotechnical reports, zoning opinions or letters and other tests, studies and documents pertaining to the Property as are in the Seller’s possession or control. The Seller will cooperate with the Purchaser in updating any studies, reports or tests.

Study Period. (a) The Purchaser and its agents, contractors, auditors, engineers, surveyors, attorneys, employees employees, consultants, other representatives and invitees potential lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right right, until 5:00 p.m. Eastern Time p.m., Seattle, Washington time on the date last day of the Study Period, and thereafter if Purchaser does not notify Seller in writing prior to the expiration of the Study Period that Purchaser has elected to terminate this Agreement, to enter upon the Real Property upon not less than two (2) business days prior 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 may deem appropriate. 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 shall deliver notice to Seller that Purchaser intends to proceed with this transaction in accordance with 8665334v.12 and subject to the terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of the Study Period or fails to give such notice (which failure shall be deemed an election to terminate this Agreement), this Agreement automatically shall terminate, the Deposit shall be promptly delivered to 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 sixty 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. (60b) Within five (5) calendar days following the Effective Date Date, to the extent in Seller’s or Operating Lessee’s possession, Seller shall deliver (unless 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 relate to the Hotel (items (1) – (18) shall be referred to herein as the “Submission Matters”): (1) Copies of all Occupancy Agreements in effect as of the date of this Agreement. (2) A copy of the Management Agreement, 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. (4) Copies of all Operating Agreements and Leased Property Agreements. (5) Copies of all Employment Agreements. (6) Financial and operating statements for the Property for the shorter of (x) the previous three (3) calendar years 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 for the previous three (3) calendar years, and (y) the period Seller has owned the Property. (8) Copies of all Warranties and Guaranties (available at the Property). 8665334v.12 (9) Copies of any soil tests or other environmental tests, audits or reports related to the Property. (10) Copies of any parking, structural, mechanical or other engineering reports related to the Property (available at the Property). (11) Copies of Seller’s most recent title insurance policy and survey covering the Real Property (the “Study PeriodSurvey”). (12) All real estate and personal property tax statements with respect to enter the Property and notices of appraised value for the Real Property, for the current year to date. (13) All records of sales, use, B&O and 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) 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 and not delivered to Purchaser). (15) All notices of violations received from Governmental Authorities in the past 12 months in connection with the Property, which notices relate to violations which have not been cured. (16) Advance Bookings (available at the Property). (17) 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 Management Agreement for the shorter of (x) the current calendar year and for the previous three (3) calendar years, and (y) the period Seller has owned the Property. (18) Such other documents reasonably requested by Purchaser pertaining to the Property or the operations of the Hotel. In the event Seller fails 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 available any of the rights granted hereinSubmission 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. The Purchaser may elect, at its sole discretion, during 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 for any reason (on or for no reason whatsoever), before the expiration of the Study Period in which event case the entire Deposit shall be returned delivered to Seller. In the Purchaser and the Parties shall have no further obligations to each other in connection with this Agreement. If the event Purchaser does not so terminate this Agreement prior to the expiration of the Study Period, or if the Purchaser 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 prior to the expiration of the Study Period notifying the Seller that the Purchaser is terminating this Agreement. In the absence of waived such notice, this Agreement shall remain in full force and effectfailure. (bc) Within twenty If for any reason whatsoever Purchaser does not purchase the Property, Purchaser shall promptly deliver to Seller 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 any materials of a proprietary nature (20such as, for the purposes of example only, any financial forecasts or market repositioning plans) business days following prepared for Purchaser or Purchaser Parties in connection with the Effective Date 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 be without warranty or representation whatsoever other than that such 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 this Agreement. (d) Purchaser shall indemnify, the Seller shall deliver hold harmless and defend Seller, Operating Lessee and Manager from and against any loss, damage, liability or claim for personal injury or property damage and any other loss, damage, liability, claim or lien to the extent arising from the acts at or upon the Real Property by Purchaser copies or Purchaser Parties or any agents, contractors or employees of any of them, 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 extent caused by (i) the gross negligence or reckless or willful misconduct of Seller, Operating Lessee and/or Manager or its respective agents, contractors, auditors, engineers, attorneys, employees, consultants and other representatives or (ii) the mere discovery of pre-existing conditions at the Property. 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) 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, to substantially the same condition which existed prior to any inspections or other activities of Purchaser thereon; and (ii) be responsible for and pay any and all site plansliens by contractors, building planssubcontractors, lease agreementsmaterialmen, title reports, surveys, environmental reports, soil studies, archeological studies, geotechnical reports, zoning opinions or letters and laborers performing the inspections or any other tests, studies and documents pertaining work for Purchaser or Purchaser Parties on or related to the Property as are in the Property. At Seller’s possession request, Purchaser or controlPurchaser’s contractors and others performing any tests and studies on the Property 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. 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. (e) Seller will cooperate has ordered from the Title Company for delivery to Purchaser and Seller, a title insurance commitment issued by the Title Company covering the Real Property, binding the Title Company to issue the Owner’s Title Policy together with legible copies (to the Purchaser in updating any studies, reports or tests.extent such 8665334v.12

Study Period. (a) The Purchaser Brandywine OP and its agents, contractors, engineers, surveyors, attorneys, employees contractors and invitees duly authorized representatives shall have the right right, until 5:00 p.m. Eastern Time p.m., Dallas, Texas time on the 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 last day of the exercise of any of the rights granted herein. The Purchaser may elect, at its sole discretion, during the Study Period, and thereafter unless, as provided below, Brandywine OP notifies ▇▇▇▇▇▇▇▇ in writing prior to the expiration of the Study Period that Brandywine OP has elected to terminate this Agreement Agreement, to enter upon the Real Property and to perform, at Brandywine OP's expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Brandywine OP may deem appropriate. If such tests, studies and investigations do not warrant, in Brandywine OP's sole, absolute and unreviewable discretion, the purchase of the Property for any reason (or for no reason whatsoever)the purposes contemplated by Brandywine OP, then Brandywine OP may elect not to proceed with this transaction and shall notify ▇▇▇▇▇▇▇▇ and Escrow Agent, in writing prior to the expiration of the Study Period, that Brandywine OP has elected to terminate this Agreement, in which event this Agreement automatically shall terminate, the Deposit shall be promptly returned to the Purchaser Brandywine OP and the Parties Brandywine OP and ▇▇▇▇▇▇▇▇ shall have no be released from all further obligations to each other in connection with liability or obligation hereunder except those which expressly survive a termination of this Agreement. If the Purchaser 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) ▇▇▇▇▇▇▇▇ has delivered or made available at the Property the following to Brandywine OP: (1) Copies of all Leases in effect as of the date of this Agreement, together with, to the extent in ▇▇▇▇▇▇▇▇' 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 Purchaser fails base year used in each Lease, (vii) the amount of any prepayment in rental, (viii) the amount of the security deposit or refuses any other deposit thereunder, (ix) any free rent, concessions, rebates, refunds, refurbishment allowances or other inducements which any tenant will be entitled to diligently pursue completion receive after December 31, 2000 (including, without limitation, any of its Conditions to Closingthe foregoing that may be payable in connection with renewals, as 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 Section 8 belowthe attached accounts receivable report. (3) To the extent in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals (including drawings and enacting ordinances, if any), special exceptions, variances, and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. For the purpose of this Agreement any Submission Matters in the possession of ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇' management company shall be deemed to be "reasonably available to ▇▇▇▇▇▇▇▇." (4) To the extent in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇: (X) operating statements showing all income and expenses, profits and losses of the Property for the previous three (3) calendar years, which shall reflect (i) ad valorem taxes for the City, County and State or Commonwealth; (ii) expenses incurred for such period for water, electricity, natural gas and other utility charges; (iii) other operating expenses; (iv) total rents collected from tenants for such periods; and (v) other revenue collected and nature of such revenue; and (Y) financial statements for the Property for the previous three (3) calendar years, including, if available, the Deposit reports of accountants thereon. (5) Operating and capital expenditure budgets for the current calendar year and, to the extent in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇, for the previous three (3) calendar years. (6) All existing surveys and title policies for the Property that are reasonably available to ▇▇▇▇▇▇▇▇. (7) A complete list of all Operating Agreements and leasing commission agreements 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 ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇, any information in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇ regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes. (10) A complete list of all Warranties and Guaranties in effect as of the date of this Agreement and complete copies of all such Warranties and Guaranties. (11) Copies of all soil tests, structural engineering tests, inspection reports, asbestos surveys, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇, together with copies of any and all correspondence, reports and other written documentation regarding the environmental aspects of the property or any toxic substances or equipment affecting or related to the Property. (12) If in ▇▇▇▇▇▇▇▇' 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 ▇▇▇▇▇▇▇▇' possession or reasonably available to ▇▇▇▇▇▇▇▇. (15) To the extent in the possession of ▇▇▇▇▇▇▇▇ or any affiliate of ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇' property manager, copies of credit reports and financial information on all tenants in possession of any of the Property and of any guarantors of such tenants' obligations. (16) Copies of all approvals from any owners associations having jurisdiction over the Real Property and copies of all correspondence from any such owners association. (17) Copies of the Existing Notes, Existing Liens and copies of any uncured notices of default or event of default from the holder(s) of the Existing Notes. (18) A copy of each Ground Lease, and all amendments thereto. (19) Copies of all Insurance Policies in effect, together with the name and telephone number of either a contact person at each insurance company or the insurance broker involved with the issuance of the Insurance Policies. During the Study Period and thereafter until the Closing, ▇▇▇▇▇▇▇▇ shall become non-refundablemake available to Brandywine OP, except copies of all materials, correspondence, books, records, financial statements, operating statements and any and all other materials or information relating to the Property which come into ▇▇▇▇▇▇▇▇' possession or control or are otherwise reasonably available to ▇▇▇▇▇▇▇▇ 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) Brandywine OP shall indemnify and defend ▇▇▇▇▇▇▇▇ against any loss, damage or claim for personal injury or property damage (including reasonable attorney's fees) arising from the entry upon the Property pursuant to this SECTION 2.4 by Brandywine OP or any agents, contractors or employees of Brandywine OP. Brandywine OP, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by Brandywine OP. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby. (d) On or before 5:00 p.m. Dallas, Texas time on the date that is five (5) days after the date of this Agreement, ▇▇▇▇▇▇▇▇ shall deliver to Brandywine OP, at ▇▇▇▇▇▇▇▇' sole cost and expense, the most recent Surveys of the Land and the Improvements for all of the Land and Improvements which constitute the Property, which are in the possession of ▇▇▇▇▇▇▇▇. Such Surveys shall have been prepared by a Surveyor(s) licensed to practice in the State where the Property is located. During the Study Period, Brandywine OP shall have the right to update such Surveys, at Brandywine OP's sole cost. On or before the Closing Date, Brandywine OP shall cause the Title Company to furnish to Brandywine OP, at ▇▇▇▇▇▇▇▇' 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 a ALTA Form Owner's Policy of Title Insurance, showing title (which shall be leasehold title in the case of the Seller’s failure or refusal Leasehold Estate Land) to be held currently by ▇▇▇▇▇▇▇▇ in a good, indefeasible and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete its Conditions to Closingby the Title Company (collectively, as also set forth in Section 8 belowthe "TITLE COMMITMENT"), and thereafter(ii) reports of searches of the Uniform Commercial Code records of both the county and State in which the Property is located (collectively, the Purchaser "UCC REPORTS") with respect to the state of title to the Property. Prior to the expiration of the Study Period, Brandywine OP shall have notify ▇▇▇▇▇▇▇▇ of any matters shown on the rightSurvey or identified in the Title Commitment or the UCC Reports that Brandywine OP is unwilling to accept (collectively, from time "BRANDYWINE OP'S OBJECTIONS"); however, Brandywine OP may not object to timeany Ground Lease, the Existing Notes and Existing Liens. If any of Brandywine OP's Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to enter upon that extent, notwithstanding anything herein to the Property for contrary, ▇▇▇▇▇▇▇▇ shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the purpose of making Title Company to insure over such Brandywine OP's Objections) any further inspection, investigations, studies such Brandywine OP's Objections and Escrow Agent is authorized to pay and discharge at Closing such Brandywine OP's Objections to the extent not paid and discharged or tests which are reasonably deemed necessary or appropriate by the Purchaser, bonded against at Closing. ▇▇▇▇▇▇▇▇ shall not be obligated to incur any expenses to cure any non-monetary Brandywine OP's Objections (including, without limitation environmentallimitation, soilsany lis pendens filed against the Property) unless ▇▇▇▇▇▇▇▇ agrees to cure such non-monetary Brandywine OP's Objections as hereinafter provided. ▇▇▇▇▇▇▇▇ shall notify Brandywine OP on or before the Closing Date whether ▇▇▇▇▇▇▇▇ agrees to cure such non-monetary Brandywine OP's Objections. If ▇▇▇▇▇▇▇▇ notifies Brandywine OP in writing on or before the Closing Date that ▇▇▇▇▇▇▇▇ agrees to cure such non-monetary Brandywine OP's Objections, surveys and related tests▇▇▇▇▇▇▇▇ shall correct such non-monetary Brandywine OP's Objections on or before the Closing Date to the reasonable satisfaction of Brandywine OP. The Purchaser If ▇▇▇▇▇▇▇▇ does not notify Brandywine OP on or before the Closing Date of its agreement to cure such non-monetary Brandywine OP's Objections, ▇▇▇▇▇▇▇▇ shall be deemed to have elected not to cure such non-monetary Brandywine OP's Objections, and Brandywine OP shall elect (1) to waive such non-monetary Brandywine OP's Objections or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Brandywine OP and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. ▇▇▇▇▇▇▇▇ 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 Brandywine OP's prior written consent. 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 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, 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 Brandywine OP during the Study Period and (ii) impairs title to any portion of the Property and will not be released or bonded against on or before the Closing Date. If a title exception is disclosed by the Title Company which was not shown in the Title Commitment or Survey and was not the result of ▇▇▇▇▇▇▇▇' 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 providing written notice delivered to ▇▇▇▇▇▇▇▇, in which event the Seller prior Deposit shall be promptly returned to Brandywine OP and the expiration of the Study Period notifying the Seller that the Purchaser is terminating this Agreement. In the absence of such notice, this Agreement parties hereto shall remain in full force and effect. (b) Within twenty (20) business days following the Effective Date 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 Seller shall deliver transactions contemplated herein. (e) Notwithstanding anything in this Agreement to the Purchaser copies contrary, the parties hereto agree that Grande B shall be acquiring Lake Center IV on the Closing Date, and the Deed, ▇▇▇▇ of any and all site plansSale, building plans, lease agreements, title reports, surveys, environmental reports, soil studies, archeological studies, geotechnical reports, zoning opinions or letters Assignment of Leases and other tests, studies conveyance documents to be executed and documents pertaining delivered by ▇▇▇▇▇▇▇▇ as to Lake Center IV on the Property Closing Date shall name Grande B as are in the Seller’s possession or control. The Seller will cooperate with the Purchaser in updating any studies, reports or testspurchaser of Lake Center IV.

Study Period. Purchaser shall have the period ending at 6:00 p.m. (local time in Boston, Massachusetts) on July 8, 2005 (the "Study Period"), to physically inspect the Property, review economic data and market conditions, underwrite the Tenant and review the Lease, conduct appraisals, make inquiry of governmental officials, perform examinations of the physical condition of the Improvements, examine the Real Property for the presence of Hazardous Materials, and to otherwise conduct such due diligence and underwriting as Purchaser, in its sole and absolute discretion, deems appropriate in accordance with Section 5.1(b) above. This Agreement shall terminate unless, before 6:00 p.m. on the first business day following the end of the Study Period (the "Study Period Notice Deadline"), Purchaser gives Seller written notice (the "Study Period Notice") that Purchaser, in its absolute and unreviewable discretion, elects to proceed with the purchase of the Property subject to and in accordance with the terms of this Agreement. In addition, at any time before the Study Period Notice Deadline, Purchaser may, in its absolute and unreviewable discretion, terminate this Agreement by giving written notice thereof to Seller (the "Termination Notice"). In the event that either: (a) The Purchaser and its agents, contractors, engineers, surveyors, attorneys, employees and invitees shall have gives a Termination Notice before the right until 5:00 p.m. Eastern Time on the date that is sixty (60) days following the Effective Date (the “Study Period”) to enter the Property to make studies, tests, analysesPeriod Notice Deadline, or other determinations desired by the Purchaser, including soil borings, drainage studies, surveying, soil testing and the like. The (b) Purchaser shall reasonably restore the Property if it is changed as does not give a result of the exercise of any of the rights granted herein. The Purchaser may elect, at its sole discretion, during Termination Notice but fails to give the Study PeriodPeriod Notice before the Study Period Notice Deadline, to terminate this Agreement for any reason (or for no reason whatsoever)shall automatically terminate, in which event the Deposit promptly shall be returned to the Purchaser, and Seller and Purchaser and the Parties shall have no further obligations or liabilities to each other in connection with hereunder other than Purchaser's obligations under Section 5.1(b)(iv), this Agreement. If the Purchaser does not so terminate this Agreement prior to the expiration of the Study Period, or if the Purchaser 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 5.2 and Section 8 below, and thereafter, the Purchaser shall have the right, from time to time, to enter upon the Property for the purpose of making any further inspection, investigations, studies or tests which are reasonably deemed necessary or appropriate by the Purchaser, including, without limitation environmental, soils, surveys and related tests. The Purchaser shall be deemed to have elected to terminate this Agreement by providing written notice delivered to the Seller prior to the expiration of the Study Period notifying the Seller that the Purchaser is terminating this Agreement5.3. In the absence event of such notice, a termination of this Agreement shall remain in full force and effect. (b) Within twenty (20) business days following the Effective Date of this Agreementfor any reason, the Seller Purchaser shall deliver to the Purchaser Seller originals or copies of any and all site plans, building plans, lease agreements, title reports, surveys, environmental reports, soil studies, archeological studies, geotechnical reports, zoning opinions or letters and other tests, studies materials and documents pertaining in Purchaser's possession relating to the Property as are in and obtained by Purchaser during its investigation of the Seller’s possession or control. The Seller will cooperate with the Purchaser in updating any studies, reports or testsProperty.

Study Period. (a) The a. Purchaser and its agents, contractors, engineers, surveyors, attorneys, employees and invitees shall have the right until 5:00 p.m. Eastern Time right, in its exclusive and absolute discretion, to terminate this Agreement for any reason whatsoever by giving written notice thereof to Seller on or before the date that is sixty (60) days following the Effective Date of this Agreement (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 electmay, at its election in its sole discretion, during waive the Study Period and accelerate the Closing Date (hereinafter defined). If Purchaser finds the Property suitable for its purposes, Purchaser shall notify Seller in writing of Purchaser’s election to proceed to Closing (subject to the provisions of this Agreement) (the “Go Forward Notice”) prior to 5:00 P.M. Eastern Time on the last date of the Study Period, to terminate this Agreement for any reason (or for no reason whatsoever), in which event the Deposit shall be returned to the Purchaser and the Parties shall have no further obligations to each other in connection with this Agreement. If Purchaser fails to deliver the Purchaser does not so terminate this Agreement Go Forward Notice to Seller prior to the expiration of the Study Period, then (i) this Agreement shall be deemed automatically terminated and shall be of no further force and effect, (ii) the Initial Deposit shall be returned to Purchaser, and (iii) except as expressly provided for in this Agreement, neither Seller nor Purchaser shall have any further liability or if obligation to the Purchaser fails other under this Agreement. Within five (5) Business Days following execution of this Agreement, Seller shall deliver, free of charge and cost to Purchaser, any lender or refuses to diligently pursue completion owners policy of its Conditions title insurance and land title survey as may be in Seller’s actual possession or control (the “Due Diligence Information”), which shall be provided by Seller without representation or warranty of any kind. If this Agreement is terminated for any reason prior to Closing, as set forth Purchaser shall promptly cause all copies of all Due Diligence Information that are in Section 8 belowPurchaser’s possession, custody, or control to be destroyed or otherwise returned to Seller upon Purchaser’s receipt of written request from Seller. b. After the Deposit shall become non-refundableEffective Date of this Agreement and until the Closing Date or termination hereof, 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 timeat its option and expense, 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 upon reasonable notice to have elected to terminate this Agreement by providing written notice delivered to the Seller prior to the expiration of the Study Period notifying the Seller that the Purchaser is terminating this Agreement. In the absence of such notice, this Agreement shall remain in full force and effect. (b) Within twenty (20) business days following the Effective Date of this Agreement, the Seller shall deliver to the Purchaser copies of any and all site plans, building plans, lease agreements, title reports, surveys, environmental reports, soil studies, archeological studies, geotechnical reports, zoning opinions or letters and other perform non-destructive engineering tests, studies and/or economic investigations concerning the Property, and documents pertaining Seller has the right to be present during any such entry and to observe all such testing or other investigation. Purchaser hereby agrees to indemnify and save Seller harmless from any losses actually incurred by Seller by virtue of Purchaser or its agents or employees entering on the Property to conduct such investigations. Purchaser further agrees to repair any physical damage caused to the Property by Purchaser or its agents or employees in connection with such tests and studies and to cause the same to be fully restored to the condition existing immediately prior to Purchaser’s inspection thereof. Purchaser shall maintain a policy of commercial general liability insurance, with a single combined limit of not less than One Million and 00/100 Dollars ($1,000,000.00), for personal injury and property damage, covering Purchaser and its agents, representatives and independent contractors during any such entry, including contractual liability coverage. Seller shall be named as are additional insured on such commercial general liability policy, and Purchaser shall provide proof of such insurance to Seller, in the a form reasonably acceptable to Seller, prior to any such entry. c. Purchaser agrees that Purchaser’s possession or control. The Seller will cooperate with the Purchaser in updating any studies, reports or tests.obligations pursuant to this Agreement

Study Period. (a) The Purchaser and its agents, contractors, auditors, engineers, surveyors, attorneys, employees employees, consultants, other representatives and invitees potential lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right right, until 5:00 p.m. Eastern Time p.m., Dallas, Texas time on the 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 last day 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 does not notify Seller in writing prior to the expiration of the Study Period that Purchaser has elected to terminate this Agreement for any reason 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 not less than 24 hours prior notice to Seller (or for no reason whatsoeverwhich 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 may deem appropriate. If, in which event Purchaser’s sole, absolute and unreviewable discretion, Purchaser elects to proceed with the Deposit purchase of the Property for the purposes contemplated by Purchaser, then Purchaser shall be returned proceed with this transaction in accordance with and subject to the Purchaser and the Parties shall have no further obligations to each other in connection with terms of this Agreement. If the Purchaser does not so terminate this Agreement ; provided, however, if, prior to the expiration of the Study Period, or if the Purchaser fails or refuses provides written notice to diligently pursue completion of Seller and Escrow Agent that it has determined in its Conditions sole, absolute and unreviewable discretion, to Closingterminate this Agreement, as set forth in Section 8 belowthis Agreement automatically shall terminate, the Deposit shall become non-refundable, except in the case of the Seller’s failure or refusal be promptly returned to complete its Conditions to Closing, as also set forth in Section 8 below, Purchaser 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 Seller shall be deemed to have elected to terminate released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement by providing Agreement. If Purchaser does not provide such written notice delivered to the Seller of termination prior to the expiration of the Study Period notifying and Purchaser timely deposits the Seller that Additional Deposit, the Deposit shall become non-refundable except as otherwise expressly provided herein. Purchaser is terminating this AgreementParties 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. In the absence of such notice, this Agreement shall remain in full force and effect. ▪ (b) Within twenty (20) business days following Purchaser acknowledges its receipt of the due diligence materials set forth on the Data Site as of the Effective Date of this AgreementDate. Seller shall, promptly upon request by Purchaser, make available to Purchaser on the Seller shall deliver to the Purchaser copies of any and all site plansData Site, 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 as such additional due diligence materials which are in the Seller’s possession or controlcontrol 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 (including, without limitation, any and all documents and materials set forth on the Data 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 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 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 Purchaser with respect to the Property (excluding proprietary work product, market and economic studies and analyses, and any attorney-client work product) (provided that Seller shall pay the cost incurred by Purchaser for obtaining such reports); provided, however, that Purchaser shall not be obligated to deliver to Seller any materials of a proprietary nature (such as, for the purposes of example only, any financial forecasts or market repositioning plans) prepared for Purchaser or Purchaser Parties in connection with the Property, and Seller acknowledges that any such materials delivered to Seller pursuant to the provisions of clause (ii) shall be without warranty or representation whatsoever other than that such materials have been fully paid for and may be delivered to Seller. The Seller will cooperate with provisions of this Section 2.4(c) shall survive the termination of this Agreement. Notwithstanding the foregoing, Purchaser in updating and any studiesPurchaser 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, reports or testsis not available to an end user and cannot be expunged without considerable effort.

Study Period. (a) The Purchaser and its agents, contractors, engineers, surveyors, attorneys, employees employees, and invitees shall have the right until 5:00 p.m. Eastern Time on the date that is sixty forty- five (6045) days following the Effective Date Date, but in no case later than January 31, 2025 (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 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 Study Period may be extended by the Purchaser for thirty (30) days by providing written notice to the Seller prior to the expiration of the initial 45-day period. The Purchaser may elect, at its sole discretion, during the Study Period, to terminate this Agreement for any reason (or for no reason whatsoever), in which event the Deposit shall be returned to the Purchaser and the Parties shall have no further obligations to each other in connection with this Agreement. If the Purchaser does not so terminate this Agreement prior to the expiration of the Study Period, or if the Purchaser 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 studies, or tests which are reasonably deemed necessary or appropriate by the Purchaser, including, without limitation environmental, soils, surveys surveys, and related tests. The Purchaser shall be deemed to have elected to terminate this Agreement by providing written notice delivered to the Seller prior to the expiration of the Study Period notifying the Seller that the Purchaser is terminating this Agreement. In the absence of such notice, this Agreement shall remain in full force and effect. (b) Within twenty five (205) business days following the Effective Date of this Agreement, the Seller shall deliver to the Purchaser copies of any and all site plans, building plans, lease agreements, title reports, surveys, environmental reports, soil studies, archeological studies, geotechnical reports, zoning opinions opinions, or letters and other tests, studies ,and documents pertaining to the Property as are in the Seller’s possession or control. The Seller will cooperate with the Purchaser in updating any studies, reports or tests.