Amended LLC Uses in CWI Contribution Clause

CWI Contribution from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement) is made and entered into as of September 11, 2015 (the Effective Date), by and among WPPI BELLEVUE MFS, LLC, a Washington limited liability company (WPPI), CWI BELLEVUE HOTEL, LLC, a Delaware limited liability (the CWI or the Company), CWI OP, LP, a Delaware limited partnership (CWI 1 Member), and CWI 2 OP, LP, a Delaware limited partnership (CWI 2 Member and together with the CWI 1 Member, the CWI Members). WPPI and CWI are sometimes referred to collectively in this Agreement as the Parties and individually as a Party. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in Exhibit A attached hereto and incorporated by this reference.

CWI Contribution. At Closing, the CWI Members shall contribute One Hundred Seventy-Nine Million Dollars ($179,000,000) (such sum, as adjusted pursuant to the terms of this Agreement and less the Good Faith Deposit) (the CWI Contribution) in cash to the Company, in exchange for the CWI Members receiving a 95.39% interest (as such percentage may increase or decrease based upon the final capitalization of the Company) in the Company (the CWI Membership Interests). Immediately following the CWI Contribution, CWI shall cause the CWI Contribution along with the Good Faith Deposit less Four Million Dollars ($4,000,000) to be immediately distributed to WPPI by wire transfer to an account designated in writing by WPPI. Notwithstanding the foregoing, the Parties hereto agree that, for income tax purposes, CWI shall be considered to acquire from WPPI all right, title and interest in the Property for a purchase price equal to One Hundred Seventy-Five Million Dollars ($175,000,000) plus a Four Million Dollars ($4,000,000) contingent installment note payable in accordance with the provisions of the Amended LLC Agreement relating to the net operating income shortfall (the Purchase Price). The Parties agree that for income tax purposes the Company shall be treated as a partnership between the CWI Members and WPPI shall not be treated as a partner.