County of King, State Uses in Assignment of Warranties Clause

Assignment of Warranties 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.

Assignment of Warranties. Without limiting the terms of Section 2.1.14, WPPI shall use commercially reasonable efforts to obtain an assignment of the Warranties for the benefit of CWI (to the extent the same are assignable) including any required consents; provided, however, that the failure to obtain such assignment of Warranties or consent to assignment despite Sellers commercially reasonable efforts shall not be a condition to CWIs obligation to close or a default by WPPI hereunder. In furtherance of the foregoing, WPPI covenants and agrees that any Warranties which cannot be assigned pursuant to this Section 6.6 shall remain with WPPI and, in WPPIs capacity as a member of the Company, shall be enforced, at the expense of the Company, by WPPI pursuant to their terms for the benefit of the Company (and all benefits and amounts recovered thereunder shall be assigned and granted to the Company). WPPIs obligations hereunder shall survive the Closing.