Agreement Of Purchase And Sale: Definition & Sample

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What is an Agreement Of Purchase And Sale?

An agreement of purchase and sale is a contract between a buyer and seller that spells out the deal terms. It typically includes information such as when, where, price, and how much will be deposited.

The agreement of purchase and sale sets forth all details about buying or selling property, so there are no surprises later on down the line once a person has purchased their new home. For example, an agreement of this nature may include the purchase price, closing conditions, and details on the property’s condition.

Common Sections in Agreements Of Purchase And Sale

Below is a list of common sections included in Agreements Of Purchase And Sale. These sections are linked to the below sample agreement for you to explore.

Agreement Of Purchase And Sale Sample

PURCHASE AND SALE AGREEMENT

CSH PARTNERS, LLC,

a Delaware limited liability company,

CLEARVIEW HOTEL TRUST, INC.

a Maryland corporation

DATED AS OF JUNE 18, 2010

JW MARRIOTT HOTEL – NEW ORLEANS

614 Canal Street, New Orleans, Louisiana 70130

TABLE OF CONTENTS

Form of Ground Lease Estoppel and Consent

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is made and entered into as of this 18 th day of June, 2010 (the “ Effective Date ”), by and between CSH PARTNERS, LLC , a Delaware limited liability company (“ Seller ”), and CLEARVIEW HOTEL TRUST, INC. a Maryland corporation (“ Purchaser ” or “ REIT ”). Seller and Purchaser are sometimes referred to herein individually as a “ Party ”, and collectively as the “ Parties ”.

A. Seller is the tenant under a certain Ground Lease covering the Land and the fee owner of certain Improvements thereon, being a hotel facility located at 614 Canal Street, New Orleans, Louisiana 70130, and commonly known as the JW Marriott Hotel (the “ Hotel ”), as more specifically described in this Agreement.

B. Seller desires to sell the Property to Purchaser, and Purchaser desires to purchase the Property from Seller, on the terms set forth in this Agreement.

NOW, THEREFORE , in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1. DEFINITIONS

1.1 Definitions . In addition to the terms defined above in the introduction and recitals to this Agreement, the following terms when used in this Agreement (including in the recitals) shall have the meanings set forth in this Section 1.1.

“ Account Cash ” means the balances of all cash and securities and other instruments held by Seller or by Manager for the benefit of Seller or the Property and relating to the operation of the Property up to the Closing Date and deposited, held, or contained in any account, bank, or vault, except the Reserve Fund (to be transferred to Purchaser pursuant to Section 11.2.2) and Cash-on-Hand.

“ Accounts Receivable ” means all amounts properly due and payable from the Business which are not paid as of the Closing, including, without limitation, charges for the use or occupancy of any guest, conference or banquet rooms or other facilities at the Hotel, any restaurant, bar or banquet services, or any other goods or services provided at the Hotel, but expressly excluding all (i) credit card charges, checks and other instruments submitted for payment as of the Closing, and (ii) items of income otherwise prorated pursuant to Section 11.2 or 11.3.1.

“ Affiliate ” means, with respect to the Person in question, any other Person that, directly or indirectly, (i) owns or controls fifty percent (50%) or more of the outstanding voting and/or equity interests of such Person, or (ii) controls, is controlled by or is under common control with, the Person in question. For the purposes of this definition, the term “control” and its derivations means having the power, directly or indirectly, to direct the management, policies or general conduct of business of the Person in question, whether by the ownership of voting securities, contract or otherwise.

“ Air Lease ” means that certain Lease of Airspace by and between the City of New Orleans and Canal Street Hotels Limited Partnership, dated June 1, 1984, as the same may be amended and assigned from time-to-time.

“ Anti-Terrorism Laws ” means Executive Order 13224 issued by the President of the United States, the USA PATRIOT Act, and all other present and future Applicable Law addressing or in any way relating to terrorist acts and acts of war.

“ Applicable Law ” means (i) all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, stock exchange, board of fire underwriters and similar quasi governmental authority, and (ii) any judgment, injunction, order or other similar requirement of any court or other

adjudicatory authority, in effect at the time in question and in each case to the extent the Person or property in question is subject to the same.

“ Asset Management Agreement ” means that certain Asset Management Agreement between Seller and Clearview Hotel Capital, LLC, dated as of December 28, 2007.

“ Assignment ” has the meaning set forth in Section 10.3.1.

“ Assumed Liabilities ” has the meaning set forth in Section 2.3.

“ Bookings ” has the meaning set forth in Section 2.1.16.

“ Books and Records ” has the meaning set forth in Section 2.1.13.

“ Business ” means the lodging business and all activities related thereto conducted at the Hotel, including, without limitation, (i) the rental of any guest, conference or banquet rooms or other facilities at the Hotel, (ii) the operation of any restaurant, bar or banquet services, together with all other goods and services provided at the Hotel, (iii) the rental of any commercial or retail space under Tenant Leases, (iv) the maintenance and repair of the Real Property and tangible Personal Property, (v) the payment of Taxes.

“ Business Day ” means any day other than a Saturday, Sunday or federal legal holiday.

“ Cash on Hand ” has the meaning set forth in Section 2.1.17.

“ Casualty ” has the meaning set forth in Section 14.1.

“ Closing ” has the meaning set forth in Section 10.1.

“ Closing Date ” has the meaning set forth in Section 10.1.

“ Closing Document ” means any documents executed in connection with Closing.

“ Closing Statement ” has the meaning set forth in Section 11.1.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service.

“ Condemnation ” has the meaning set forth in Section 14.2.

“ Confidential Information ” has the meaning set forth in Section 8.1.1.

“ Contracts ” means, collectively, the Equipment Leases and Operating Agreements.

“ Employees ” means, at the time in question, all persons employed full time or part time at the Hotel and employed by Manager or any of its Affiliates.

“ Employer ” means Manager, who is the employer of the Employees.

“ Environmental Claims ” means all claims for reimbursement, remediation, abatement, removal, clean up, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the (i) presence or actual or potential spill, leak, emission, discharge or release of any Hazardous Substances over, on, in, under or from the Property, or (ii) violation of any Environmental Laws with respect to the Property.

“ Environmental Laws ” means any Applicable Laws which regulate the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation, or an actual or potential spill, leak, emission, discharge or release of any Hazardous Substances, pollution, contamination or radiation into any water, soil, sediment, air or other environmental media, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act, (ii) the Resource Conservation and Recovery Act, (iii) the Federal Water Pollution Control Act, (iv) the Toxic Substances Control Act, (v) the Clean Water Act, (vi) the Clean Air Act, and (vii) the Hazardous Materials Transportation Act, and similar state and local laws, as amended as of the time in question.

“ Environmental Liabilities ” means all liabilities and obligations under any Environmental Laws arising from or in connection with the Property, including, without limitation, any obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual or potential spill, leak, emission, discharge or release of any Hazardous Substances, pollution, contamination or radiation into any water, soil, sediment, air or other environmental media.

“ Equipment Leases ” has the meaning set forth in Section 2.1.9.

“ Existing Loan Documents ” means the documents and instruments executed in connection with the Existing Loan, and any other documents or instruments evidencing and/or securing the Existing Loan, as the same may be amended, restated, modified or replaced from time to time.

“ Escrow Agent ” means Chicago Title Insurance Company.

“ Excluded IT Systems ” has the meaning set forth in Section 2.2.

“ Excluded Property ” has the meaning set forth in Section 2.2.

“ Existing Lender ” means the holder, from time-to-time, of a first priority ground lease mortgage encumbering the Property.

“ Existing Loan ” means that certain first priority mortgage loan by Existing Lender to Seller in the original principal amount as set forth in the Existing Loan Documents , secured by the Property and the Existing Loan Documents.

“ F&B ” has the meaning set forth in Section 2.1.6.

“ FF&E ” has the meaning set forth in Section 2.1.3.

“ Governmental Authority ” means any federal, state or local government or other political subdivision thereof, including, without limitation, any Person exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or property in question.

“ Ground Lease Estoppel ” means that certain Ground Lease Estoppel and Consent Agreement in the form attached as Exhibit H hereto.

“ Ground Lease ” means that certain Ground Lease by and between Ground Lessor, as ground lessor, and Canal Street Hotel Limited Partnership, as ground lessee, dated as of May 28, 1982, recorded under N.A. 453304 in COB 778-F, Folio 835-846 on May 28, 1982; as amended by Act of Deposit of Ground Lease Agreement dated November 25, 1996 recorded under N.A. 96-58036 as CIN 131899 in COB 958, Folio 215 on November 25, 1996; as further amended by Act of Deposit for New Orleans Hotel Limited Partnership dated December 10, 1996, recorded under N.A. 96-59861 as CIN 132516 on December 10, 1996; as assigned by Canal Street Hotel Limited Partnership to LRP New Orleans Hotel Limited Partnership (“LRP”) by Act of Cash Sale and Assignment and Assumption of Ground Lease and Air Space Lease dated November 25, 1996, recorded under N.A. 96-58035 as CIN

131898 on November 25, 1996; as further assigned by LRP to LHO New Orleans LM, L.P. (“ LHO ”) pursuant to that certain Act of Cash Sale and Assignment and Assumption of Ground Lease and Air Space Lease dated July 27, 2000, recorded under N.A. 2000-32792 as CIN 202382 on August 1, 2000; as further assigned by LHO to CNL New Orleans Hotel, LP pursuant to that certain Act of Sale and Assumption of Mortgage and Assignment and Assumption of Ground Lease and Air Space Lease dated April 11 and 17, 2003, recorded under N.A. 2003-20816 as CIN 256900 on April 23, 2003; as further assigned and assumed by that certain Act of Cash Sale and Assumption of Mortgage and Assignment and Assumption of Ground Lease and Air Space Lease by CNL New Orleans Hotels, LP to Ashford New Orleans, LP, dated as of April 10, 2007 and recorded under Notarial Archives No. 2007-34130 as CIN 350776 on May 31, 2007 and as further assigned and assumed by that certain Act of Cash Sale and Assumption of Mortgage and Assignment and Assumption of Ground Lease and Air Space Lease by Ashford New Orleans LP to Seller, dated December 27, 2007 and recorded under Notarial Archives No. 2008-07346 on January 18, 2008.

“ Ground Lessor ” means Richards Properties, Inc., a Louisiana corporation, as ground lessor under the Ground Lease.

“ Hazardous Substances ” means any hazardous or toxic substances, materials or waste, whether in solid, semisolid, liquid or gaseous form, including, without limitation, asbestos, petroleum or petroleum by products and polychlorinated biphenyls.

“ Improvements ” has the meaning set forth in Section 2.1.2.

“ Indemnification Claim ” has the meaning set forth in Section 15.5.1.

“ Indemnification Deductible ” has the meaning set forth in Section 15.4.2.

“ Indemnification Loss ” means, with respect to any Indemnitee, any actual (and not contingent) liability, damage (but expressly excluding any consequential and punitive damages), loss, cost or expense, including, without limitation, reasonable attorneys fees and expenses and court costs, incurred by such Indemnitee as a result of the act, omission or occurrence in question and incurred in enforcing any Indemnification Claim.

“ Indemnitee ” has the meaning set forth in Section 15.5.1.

“ Indemnitor ” has the meaning set forth in Section 15.5.1.

“ Inspections ” has the meaning set forth in Section 4.1.2.

“ Intellectual Property ” has the meaning set forth in Section 2.1.12.

“ Inventoried Baggage ” has the meaning set forth in Section 12.2.

“ Inventoried Safe Deposit Boxes ” has the meaning set forth in Section 12.1.

“ IPO ” has the meaning set forth in section 9.2.

“ IT Systems ” has the meaning set forth in Section 2.1.5.

“ Knowledge ” means (i) with respect to Seller, the actual knowledge of Diane Yep and Peter Seeley, and expressly excluding the knowledge of any other shareholder, partner, member, trustee, beneficiary, director, officer, manager, employee, investment advisor, agent or representative of Seller or any of its Affiliates, and (ii) with respect to Purchaser, the actual knowledge of Jon D. Kline, and expressly excluding the knowledge of any other shareholder, partner, member, trustee, beneficiary, director, officer, manager, employee, agent or representative of Purchaser or any of its Affiliates. For the purposes of this definition, the term “actual knowledge” means, with respect to any person, the conscious awareness of such person at the time in question, and expressly excludes any constructive or implied knowledge of such person.

“ Land ” has the meaning set forth in Section 2.1.1.

“ Licenses and Permits ” has the meaning set forth in Section 2.1.11.

“ Liabilities ” means any liability, obligation, damage, loss, diminution in value, cost or expense of any kind or nature whatsoever, whether accrued, actual or contingent, known or unknown, foreseen or unforeseen.

“ Liquor Licenses ” has the meaning set forth in Section 2.2.5.

“ Lock-Up Agreement ” has the meaning set forth in Section 3.3.2

“ Management Agreement ” means that certain Management Agreement between Manager and CNL New Orleans Tenant Corp (“ CNL ”) dated April 21, 2003, as amended by First Amendment to Management Agreement dated November 17, 2005, by Manager and CNL, as assigned by CNL to Seller’s predecessor-in-interest by pursuant to that certain Master Three Party Agreement Regarding Termination or Assignment of Certain Marriott Agreements dated as of April 11, 2007, as further amended by that certain Second Amendment to Management Agreement dated as of April 11, 2007, by Manager and Seller’s predecessor-in-interest, and as further amended by that certain Third Amendment to Management Agreement dated as of January 12, 2008, by Manager and Seller.

“ Manager ” means Marriott Hotel Services, Inc. a Delaware corporation.

“ Marriott Entity ” means Manager or any of its respective Affiliates.

“ Marriott Proprietary Marks ” has the meaning set forth in Section 2.2.2.

“ Marriott Proprietary Property ” has the meaning set forth in Section 2.2.2.

“ Material Casualty ” has the meaning set forth in Section 14.1.1.

“ Material Condemnation ” has the meaning set forth in Section 14.2.1.

“ Material Contract ” means any Contract requiring aggregate annual payments in excess of Ten Thousand Dollars ($10,000) for any year during the term of such Contract after the Closing.

“ Minimum Cash Payment ” has the meaning set forth in Section 3.3.2.

“ Mutual Closing Conditions ” has the meaning set forth in Section 9.1.1.

“ New Survey Defect ” has the meaning set forth in Section 5.3.3.

“ New Title and Survey Election Notice ” has the meaning set forth in Section 5.3.3.

“ New Title and Survey Objection Notice ” has the meaning set forth in Section 5.3.3.

“ New Title and Survey Response Notice ” has the meaning set forth in Section 5.3.3.

“ New Title Exception ” has the meaning set forth in Section 5.3.3.

“ Notice ” has the meaning set forth in Section 16.1.1.

“ Operating Agreements ” has the meaning set forth in Section 2.1.10.

“ Ordinary Course of Business ” means the ordinary course of business consistent with Seller’s past custom and practice for the Business, taking into account the facts and circumstances in existence from time to time.

“ Parties ” shall mean Seller and Purchaser.

“ Permitted Exceptions ” has the meaning set forth in Section 5.3.1.

“ Person ” means any natural person, corporation, general or limited partnership, limited liability company, association, joint venture, trust, estate, Governmental Authority or other legal entity, in each case whether in its own or a representative capacity.

“ Personal Property ” means the Property other than the Real Property.

“ Plans and Specifications ” has the meaning set forth in Section 2.1.14.

“ Post Effective Date Disclosure ” has the meaning set forth in Section 7.1.

“ Property ” has the meaning set forth in Section 2.1.

“ Property Agreements ” has the meaning set forth in Section 7.1.22.

“ Prorations ” has the meaning set forth in Section 11.2.

“ Prospectus ” has the meaning set forth in Section 3.2.2.

“ Purchase Price ” has the meaning set forth in Section 3.1.

“ Purchaser Closing Conditions ” has the meaning set forth in Section 9.2.

“ Purchaser Closing Deliveries ” has the meaning set forth in Section 10.3.2.

“ Purchaser Default ” has the meaning set forth in Section 13.3.

“ Purchaser Documents ” has the meaning set forth in Section 7.2.2.

“ Purchaser Due Diligence Reports ” has the meaning set forth in Section 4.1.4.

“ Purchaser Indemnitees ” means Purchaser and its Affiliates, and each of their respective shareholders, members, partners, trustees, beneficiaries, directors, officers and employees, and the successors, permitted assigns, legal representatives, heirs and devisees of each of the foregoing.

“ Purchaser’s Inspectors ” has the meaning set forth in Section 4.1.2.

“ Real Property ” shall mean the Land and Improvements collectively.

“ REIT ” has the meaning set forth in the introductory paragraph.

“ REIT Shares ” has the meaning set forth in Section 3.3.2.

“ Report ” has the meaning set forth in Section 11.5.1.

“ Reserve Fund ” has the meaning ascribed to “FF&E RESERVE” in Section 5.02 of the Management Agreement.

“ Retail Merchandise ” has the meaning set forth in Section 2.1.7.

“ Retained Liabilities ” has the meaning set forth in Section 2.4.

“ Retained Property Agreements ” has the meaning set forth in Section 6.1.

“ Seller Closing Conditions ” has the meaning set forth in Section 9.3.

“ Seller Closing Deliveries ” has the meaning set forth in Section 10.3.1.

“ Seller Default ” has the meaning set forth in Section 13.1.

“ Seller Documents ” has the meaning set forth in Section 7.1.2.

“ Seller Due Diligence Materials ” has the meaning set forth in Section 4.1.3(a).

“ Seller Entity ” means Seller or Seller’s Affiliates.

“ Seller Indemnitees ” means Seller, Manager, and their respective Affiliates, and each of their respective shareholders, members, partners, trustees, investment advisors, beneficiaries, directors, officers and employees, and the successors, permitted assigns, legal representatives, heirs and devisees of each of the foregoing.

“ Seller’s Cure Notice ” has the meaning set forth in Section 5.3.1.

“ Seller’s Possession ” means in the physical possession of any officer or employee of any Seller Entity who has primary responsibility for the Business; provided, however, that any reference in this Agreement to Seller’s Possession of any documents or materials expressly excludes the possession of any such documents or materials that (i) are legally privileged or constitute attorney work product, (ii) are subject to a confidentiality agreement or to Applicable Law prohibiting their disclosure by any Seller Entity, or (iii) constitute confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of any Seller Entity.

“ Seller’s Title Notice ” has the meaning set forth in Section 5.3.1.

“ Shula Agreement ” has the meaning set forth in Section 8.13.

“ Shula Franchisor ” has the meaning set forth in Section 8.13.

“ Supplies ” has the meaning set forth in Section 2.1.4.

“ Survey ” has the meaning set forth in Section 5.2.

“ Survey Defects ” has the meaning set forth in Section 5.3.3.

“ Survival Period ” has the meaning set forth in Section 15.1.1.

“ Taxes ” means any federal, state, local or foreign, real property, personal property, sales, use, room, occupancy, ad valorem or similar taxes, assessments, levies, charges or fees imposed by any Governmental Authority on Seller with respect to the Property or the Business, including, without limitation, any interest, penalty or fine with respect thereto, but expressly excluding any (i) federal, state, local or foreign income, capital gain, gross receipts, capital stock, franchise, profits, estate, gift or generation skipping tax, or (ii) transfer, documentary stamp, recording or similar tax, levy, charge or fee incurred with respect to the transaction described in this Agreement.

“ Tenant Leases ” has the meaning set forth in Section 2.1.8.

“ Third-Party Claim ” means, with respect to the Person in question, any claim, demand, lawsuit, arbitration or other legal or administrative action or proceeding against the Person in question by any other Person which is not an Affiliate of the Person in question.

“ Third Party Closing Document ” has the meaning set forth in Section 10.3.3.

“ Title Commitment ” has the meaning set forth in Section 5.1.

“ Title Company ” means Chicago Title Insurance Company.

“ Title Policy ” has the meaning set forth in Section 5.4.

“ Unpermitted Exceptions ” has the meaning set forth in Section 5.3.1.

“ Warranties ” has the meaning set forth in Section 2.1.15.

ARTICLE 2. THE PROPERTY AND LIABILITIES

2.1 Description of the Property . Subject to the terms set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver (or cause to be sold, conveyed, transferred, assigned and delivered) to Purchaser, and Purchaser shall purchase and accept from Seller, all right, title and interest in and to the property and assets set forth in this Section 2.1, but expressly excluding the Excluded Property (collectively, the “ Property ”):

2.1.1 Land . The ground leasehold interest in and to the land described in Schedule 2.1.1 under and pursuant to the Ground Lease and the air rights interests under and pursuant to the Air Lease, together with all appurtenant easements, development rights, air rights, mineral rights, water rights, rights under restrictive covenants and any other rights and interests appurtenant thereto (collectively, the “ Land ”);

2.1.2 Improvements . All buildings, structures (surface and subsurface) and other improvements located on or affixed to the Land and all fixtures on the Land which constitute real property under Applicable Law (the “ Improvements ”);

2.1.4 Supplies . All china, glassware and silverware, linens, uniforms, engineering, maintenance, cleaning and housekeeping supplies, matches and ashtrays, soap and other toiletries, stationery, menus, directories and other printed materials, and all other similar supplies and materials, which are located at the Hotel or ordered for future use at the Hotel as of the Closing (the “ Supplies ”);

2.1.5 IT Systems . All computer hardware, telecommunications and information technology systems located at the Hotel, and all computer software used at the Hotel (subject to the terms of the applicable license agreement), to the extent the same are transferable, but expressly excluding the Excluded IT Systems (the “ IT Systems ”);

2.1.6 Food and Beverage . All food and beverages which are located at the Hotel (whether opened or unopened), or ordered for future use at the Hotel as of the Closing, including, without limitation, all food and beverages located in the guest rooms, but expressly excluding any alcoholic beverages to the extent the sale or transfer of the same is not permitted under Applicable Law (the “ F&B ”) (and expressly excluding alcoholic beverages that belong to Manager and/or Affiliate of Manager in connection with the Liquor License);

2.1.7 Retail Merchandise . All merchandise located at the Hotel and held for sale to guests and customers of the Hotel, or ordered for future sale at the Hotel as of the Closing, including, without limitation, the

inventory held for sale in any gift shop, pro shop or newsstand operated by Seller or Manager at the Hotel and owned by Seller, but expressly excluding the F&B (“ Retail Merchandise ”);

2.1.8 Tenant Leases . All leases, subleases, licenses, concessions agreements and similar agreements granting to any other Person the right to use or occupy any portion of the Real Property (but excluding the Management Agreement) and Bookings, together with all security deposits held by Seller thereunder, to the extent the same and such security deposits are transferable (the “ Tenant Leases ”);

2.1.9 Equipment Leases . All leases and purchase money security agreements for any equipment, machinery, vehicles, furniture or other personal property located at the Hotel and used exclusively in the Business, together with all deposits thereunder, to the extent the same and such deposits are transferable (the “ Equipment Leases ”);

2.1.10 Operating Agreements . All maintenance, service and supply contracts, booking and reservation agreements, credit card service agreements, and all other similar agreements for goods or services which are currently held by Seller in connection with the Business, other than the Asset Management Agreement, Tenant Leases, Equipment Leases, and Licenses and Permits, together with all deposits made or held by Seller thereunder, to the extent the same and such deposits are transferable (the “ Operating Agreements ”);

2.1.11 Licenses and Permits . All licenses, permits, consents, authorizations, approvals, registrations and certificates issued by any Governmental Authority which are held by Seller with respect to the Property, including, without limitation, the construction, use or occupancy of the Property or the Business, together with any deposits made by Seller thereunder, to the extent the same and such deposits are transferable (the “ Licenses and Permits ”);

2.1.12 Intellectual Property . All trademarks, trade names, service marks and other intellectual property rights owned by Seller in connection with the Business (the “ Intellectual Property ”);

2.1.13 Books and Records . All books and records located at the Property which relate exclusively to the Property or the Business and are owned by Seller, including, but not limited to, (A) all Tenant Lease and Contract counterparty written correspondence, billing and other files, (B) all property surveys, environmental assessments or audits, geophysical, soils, seismic, geologic environmental (including with respect to the impact of materials used in the construction or renovation of the Improvements) reports, studies and certificates pertaining to the Property, and (C) all accounting, tax, financial and other books and records pertaining to the Business (excluding profiles, contact information, histories, and other information obtained in the ordinary course of business from guests of the Hotel), but expressly excluding all documents and other materials which (i) are legally privileged or constitute attorney work product, (ii) are subject to an Applicable Law or a confidentiality agreement prohibiting their disclosure by any Seller Entity or Marriott Entity, or (iii) constitute confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of any Marriott Entity, including, without limitation, all (a) internal financial analyses, appraisals, tax returns, financial statements, (b) corporate or other entity governance records, (c) Employee personnel files, (d) any work papers, memoranda, analysis, correspondence and similar documents and materials prepared by or for any Marriott Entity in connection with the transaction described in this Agreement (the “ Books and Records ”);

2.1.14 Plans and Specifications . All plans and specifications, blue prints, architectural plans, engineering diagrams and similar items located at the Property which relate exclusively to the Property (the “ Plans and Specifications ”);

2.1.15 Warranties . All warranties and guaranties held by Seller with respect to any Improvements or Personal Property, to the extent the same are transferable (the “ Warranties ”);

2.1.16 Bookings . All bookings and reservations for guest, conference and banquet rooms or other facilities at the Hotel as of the Closing (the “ Bookings ”); and

2.1.17 Cash-On-Hand . Any and all money in the house bank and all checks, travelers’ checks and bank drafts paid by guests of the Hotel and located at the Property and any other deposits remaining for the benefit of Purchaser, excluding all Account Cash (collectively, the “ Cash-On-Hand ”).

2.2 Excluded Property . Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “ Excluded Property ”) are excluded from the Property:

2.2.1 Account Cash . All Account Cash.

2.2.2 Marriott Proprietary Property . All (i) trademarks, trade names, service marks, symbols, logos and other intellectual property rights held by any Marriott Entity (the “ Marriott Proprietary Marks ”); (ii) signs and other fixtures and personal property at the Hotel which bear any of the Marriott Proprietary Marks; (iii) Marriott Entity internal management, operational, employee and similar manuals, handbooks and publications; and (iv) Marriott Entity centralized systems and programs used in connection with the Business, including, without limitation, the (A) sales and marketing, (B) Marriott Rewards or any similar preferred guest program, and (C) purchasing, systems and programs; and (v) any other property owned by Marriott.

2.2.3 Third-Party Property . Any fixtures, personal property or intellectual property owned by (i) the lessor under any Equipment Leases, (ii) the supplier, vendor, licensor or other party under any Operating Agreements or Licenses and Permits, (iii) the tenant under any Tenant Leases, (iv) the Manager (v) any Employees, or (vi) any guests or customers of the Hotel.

2.2.4 Excluded IT Systems . The computer hardware, telecommunications and information technology systems, and computer software owned by Manager (the “ Excluded IT Systems ”), if any, which shall remain the property of Manager.

2.2.5 Liquor License . The license and permits required for the sale and service of alcoholic beverages at the Hotel which is held by Manager or an Affiliate of Manager and which shall continue in place and be subject to provisions of the Management Agreement.

2.3 Assumed Liabilities . Excluding the Retained Liabilities, at Closing, Purchaser shall assume all Liabilities arising from, relating to or in connection with the Property or the Hotel first arising from and after the Closing, and subject to Seller’s express representations and warranties in Section 7.1, all Liabilities with respect to the condition of the Property (regardless of whether such condition existed prior to or exists after the Closing), including, without limitation, the design, construction, engineering, maintenance and repair or environmental condition of the Property, whether arising prior to or after the Closing, except for the Retained Liabilities (the “ Assumed Liabilities” ). The Parties rights and obligations under this Section 2.3 shall survive the Closing.

2.4 Retained Liabilities . At Closing, Seller shall retain all Liabilities for (i) the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Asset Management Agreement, Tenant Leases, Contracts and Licenses and Permits, except to the extent Purchaser has received a credit for such Liabilities under Section 11.2, (ii) the payment of all Taxes due and payable or accrued but not yet due or payable prior to the Closing, except to the extent Purchaser has received a credit for such Taxes under Section 11.2, (iii) any claim for personal injury or property damage to a Person (other than any Purchaser Indemnitee) which injury or damage occurred prior to Closing and is based on any event which occurred at the Hotel prior to the Closing, and (iv) any and all liabilities and/or other obligations pursuant to or under the Asset Management Agreement (the liabilities and obligations set forth in the foregoing clauses (i) through (iv) are collectively referred to herein as the “ Retained Liabilities ”). The Parties rights and obligations under this Section 2.4 shall survive the Closing.

2.5 Management Agreement . If the mutual condition to Closing set forth in subsection 9.1.1(c) is satisfied at Closing, Seller shall assign to Purchaser and Purchaser shall assume all of Seller’s rights and

obligations under the Management Agreement pursuant to a document in a form reasonably acceptable to Purchaser, Seller and Manager.

ARTICLE 3. PURCHASE PRICE

3.1 Purchase Price . The purchase price for the Property is Eighty Million and No/100 Dollars ($80,000,000) (the “ Purchase Price ”), which shall be adjusted at Closing pursuant to Section 11.2, less the outstanding principal balance of the Existing Loan as of the Closing Date to be assumed by Purchaser at Closing, and as otherwise expressly provided in this Agreement.

3.2 Allocation of Purchase Price . The Parties hereby agree that the Purchase Price shall be allocated prior to Closing among the Land, the Improvements and the Personal Property as determined the Parties, in their sole, but good faith, discretion. The Parties acknowledge and agree that such allocation shall be an arm’s length agreement based on the Parties’ best judgment as to the fair market value of the Land, the Improvements and the Personal Property. The Parties shall file all federal, state and local tax returns and related tax documents consistent with such allocation. The terms and conditions of this Section 3.2 shall survive the Closing. If the parties cannot agree upon an allocation prior to Closing, the allocation shall be resolved by Ernst & Young LP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.2 shall be borne equally between the Parties.

3.3 Payment of Purchase Price .

3.3.1 Payment at Closing . At Closing, Purchaser shall pay to Seller an amount equal to the Purchase Price (as adjusted pursuant to Section 3.1), less the obligations outstanding under the Existing Loan assumed by Purchaser at Closing, subject to the prorations described in Section 11, and as otherwise expressly provided in this Agreement.

3.3.2 Method of Payment .

(a) All amounts to be paid by Purchaser to Seller pursuant to this Agreement (include the prorations described in Section 11) shall be paid by wire transfer of immediately available U.S. federal funds; provided, however, that Purchaser may elect, in its sole discretion, to pay, any portion of the Purchase Price payable to Seller (less the outstanding principal balance of the Existing Loan assumed by Purchaser) that exceeds Twenty Six Million Seven Hundred Thousand Dollars ($26,700,000) (the “ Minimum Cash Payment ”) through the issuance of shares of common stock of the REIT (the “ REIT Shares ”). If Purchaser elects to issue REIT Shares pursuant to this Section 3.3.2, then the actual number of shares issued to Seller (rounded to the nearest whole number) in the aggregate pursuant to this Section 3.3.2 shall equal the quotient resulting from (x) the dollar value of the portion of the Purchase Price in excess of the Minimum Cash Payment which Purchaser has elected to satisfy through the issuance of REIT Shares divided by (y) the mid-point price per share of the REIT’s common stock set forth in the REIT’s red-herring Initial Public Offering prospectus filed with the SEC (the “ Prospectus ”).

(b) With respect to any REIT Shares issued pursuant to this Agreement, Seller agrees to execute, prior to the issuance of any such shares, a lock-up agreement restricting the transfer of any such shares in a form substantially similar to the lock-up agreement (the “ Lock-Up Agreement ”) executed by all officers and directors of the REIT in connection with the IPO prior to the issuance of such shares, which agreement shall provide, among other things, that Seller shall not be permitted to effect any transfers (including pledges) of such REIT Shares for a period of one-hundred and eighty (180) days from and after the date the REIT enters into an underwriting agreement with the underwriters of the IPO. The foregoing provisions shall only be applicable to Seller if all officers and directors of the REIT are subject to the same restrictions. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the REIT or the underwriters shall apply pro-rata to Seller, based on the number of shares subject to such agreements.

(c) The rights as of the Closing of holders of the REIT Shares issuable pursuant to this Agreement will be as set forth in the Articles of Incorporation and Bylaws of the REIT (the “ REIT Organizational

Documents ”). Seller’s name and the number of REIT Shares so issuable, shall be recorded in the books and records of the REIT. At the Closing, and subject to the completion of the Closing, Seller shall be considered as a stockholder of the REIT and, as such, shall be subject to, and bound by, the REIT Organizational Documents.

ARTICLE 4. DILIGENCE MATTERS AND INSPECTIONS

4.1 Due Diligence Materials and Inspections .

4.1.1 Intentionally Deleted .

4.1.2 Due Diligence Inspections . Purchaser shall have the right to perform such examinations, tests, investigations and studies of the Property (the “ Inspections ”) as Purchaser reasonably deems advisable, in accordance with this Section 4.1.2. Purchaser may conduct the Inspections with its officers, employees, contractors, consultants, agents or representatives (“ Purchaser’s Inspectors ”); provided, however, that Purchaser shall cause the Purchaser’s Inspectors to comply with the provisions regarding Confidential Information set forth in Section 8.1. Seller shall provide reasonable access to the Property for Purchaser’s Inspectors to perform the Inspections; provided, however, that (i) Purchaser shall provide Seller with at least twenty four (24) hours prior notice of each of the Inspections; (ii) Purchaser’s Inspectors may be accompanied by an employee, agent or representative of Seller, at Seller’s election; (iii) the Inspections shall be conducted by Purchaser’s Inspectors on a Business Day between 8:00 a.m. and 6:00 p.m. (local time); (iv) Purchaser’s Inspectors shall not perform any drilling, coring or other invasive testing, without Seller’s prior written consent, which consent may not be withheld in Seller’s bad faith; (v) Purchaser’s right to perform the Inspections shall be subject to the rights of tenants, guests and customers at the Hotel; and (vi) the Inspections shall not unreasonably interfere with the Business, and Purchaser’s Inspectors shall comply with Seller’s reasonable requests with respect to the Inspections to minimize such interference.

4.1.3 Seller’s Due Diligence Materials .

(a) Seller has heretofore delivered, or otherwise made available, to Purchaser, to Seller’s Knowledge, true, correct and complete copies of the due diligence materials in Seller’s Possession or control relating to the Property set forth on Schedule 4.1.3, and Seller covenants and agrees to deliver any other documents and materials which (x) may hereafter become available and would have comprised Seller Due Diligence Materials had the same existed or been in Seller’s possession or control prior to the Effective Date, and/or (y) may be hereafter reasonably requested by Purchaser, and Purchaser agrees to acknowledge in writing, upon Seller’s request, the receipt of any due diligence documents or materials delivered to Purchaser (all documents and materials provided or made available by Seller to Purchaser pursuant to this Agreement, 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 “ Seller Due Diligence Materials ”). To the extent Purchaser requests as part of its due diligence any information concerning the Employees, delivery of such information shall be subject to (i) Section 2.1.13, (ii) appropriate arrangements being made with Manager, and (iii) Purchaser’s compliance with Sections 8.1 and 8.8. Seller acknowledges and agrees that Purchaser may contact directly the general manager, the regional controller of the Manager, and such other employees of Manager as Seller or Manager may designate to assist in or facilitate the consummation of the transactions contemplated hereby, and Seller further agrees that, to the extent required by Manager, Seller hereby authorizes Manager to communicate with and deliver such documents and information to Purchaser in furtherance of the foregoing.

(b) If this Agreement is terminated, Purchaser promptly shall (a) return all original Seller Due Diligence Materials provided to Purchaser, and destroy all other Seller Due Diligence Materials, (b) cause all Persons to whom Purchaser has provided any Seller Due Diligence Materials to return any original Seller Due Diligence Materials to Purchaser, and destroy all other Seller Due Diligence Materials, and (c) at Sellers’ written request, certify to Seller that all original Seller Due Diligence Materials have been returned to Seller and all other Seller Due Diligence Materials have been destroyed.

4.1.4 Purchaser’s Due Diligence Reports . If requested by Seller, at no cost or expense to Purchaser, Purchaser shall provide a copy to Seller of all studies, reports and assessments prepared by any Person for or on

behalf of Purchaser (other than any internal studies, reports and assessments prepared by any of Purchaser’s employees, attorneys or accountants) in connection with the Inspections (the “ Purchaser Due Diligence Reports ”).

4.1.5 Release and Indemnification . Purchaser (for itself and all Purchaser Indemnitees) hereby releases the Seller Indemnitees for any Indemnification Loss incurred by any Seller Indemnitee arising from or in connection with the Inspections, except to the extent resulting from (i) Seller’s gross negligence or willful misconduct, or (ii) the mere discovery of the pre-existing presence of hazardous substances. Purchaser shall defend, indemnify and hold harmless the Seller Indemnitees in accordance with Section 15 from and against any Indemnification Loss incurred by any Seller Indemnitee arising from or in connection with the Inspections. At Seller’s request, Purchaser, at its cost and expense, shall repair any damage to the Property or any other property owned by a Person other than Purchaser arising from or in connection with the Inspections, and restore the Property or such other third party property to the same condition as existed prior to such Inspections, or replace the Property or such third party property with property of the same quantity and quality. This Section 4.1.5 shall survive the termination of this Agreement. Notwithstanding the foregoing, if Purchaser, at its sole cost and expense, repairs any damage to the Property or any other property owned by a Person other than Purchaser or replaces or restores the Property or any other property owned by a Person other than Purchaser, then Purchaser’s reimbursement obligation for any related Indemnification Loss shall be reduced by the costs and expenses incurred by Purchaser in connection with such repair, restoration or replacement, as the case may be.

4.1.6 Insurance . Prior to commencing any Inspections, Purchaser shall provide to Seller a certificate of insurance, in form and substance reasonably satisfactory to Seller, evidencing that Purchaser maintains (i) commercial general liability insurance in an amount no less than One Million and no/100 Dollars ($1,000,000.00) insuring Purchaser against its indemnification obligations under Section 4.1.5, and naming Seller, Manager and such other Persons designated by Seller as an additional insured thereunder, and (ii) worker’s compensation insurance in amount, form and substance required under Applicable Law. Purchaser’s maintenance of such insurance policies shall not release or limit Purchaser’s indemnification obligations under Section 4.1.5. Notwithstanding the foregoing, Purchaser’s indemnification obligation under this Section 4.1.5 for any Indemnification Loss shall be reduced by any net amounts recovered by Seller under Purchaser’s insurance policies.

ARTICLE 5. TITLE TO THE PROPERTY

5.1 Title Commitment . Seller has heretofore delivered to Purchaser a commitment for an ALTA owner’s title insurance policy from the Title Company, (the “ Title Commitment ”), together with a copy of all documents referenced therein obtained from the Title Company.

5.2 Survey . Seller has heretofore delivered to Purchaser the existing ALTA/ACSM Land Title Survey of the Real Property completed by Landmark Surveying, Inc. for the Property (the “ Survey ”).

5.3 Exceptions to Title .

5.3.1 Title Review . Purchaser acknowledges and agrees that it has performed its due diligence with respect to matters of title on the Property, and that any matter listed on the Title Commitment, other than Unpermitted Exceptions, shall be deemed a “Permitted Exception”; provided, however, that nothing contained herein (regardless of whether the same shall be a Permitted Exception) shall prevent Purchaser from negotiating with the Title Company for the removal of any such Permitted Exception as an exception to the Title Policy. Notwithstanding the foregoing, Seller agrees to and shall be obligated to remove as exceptions to title to the Property (a) all delinquent taxes and assessments and interest and penalties thereon, if any, and (b) all other monetary liens and encumbrances affecting the Property caused by or through Seller, such as mortgages, deeds of trust (other than the lien of the Mortgage securing the Existing Loan) and mechanic’s liens, regardless of whether the same appear on the Title Commitment initially delivered to Purchaser under Section 5.1 hereof or as a New Title Exception, as set forth in Section 5.3.3 hereinbelow (each and collectively, “ Unpermitted Exceptions ”).

5.3.2 Intentionally Deleted .

5.3.3 Updated Title Commitment or Survey . If any update of the Title Commitment delivered to Purchaser after the Effective Date discloses any Title Exception which is not disclosed in a Title Commitment provided to Purchaser prior to the Effective Date (a “ New Title Exception ”), or any update of the Survey delivered to Purchaser after the Effective Date discloses any defects on the Survey (each, a “ Survey Defect ”) which is not disclosed in a Survey delivered to Purchaser prior to the Effective Date (a “ New Survey Defect ”), and (i) Purchaser otherwise did not have Knowledge of such New Title Exception or New Survey Defect prior to the Effective Date and (ii) such New Title Exception or New Survey Defect was not caused by Purchaser or any Person on behalf of Purchaser, then Purchaser shall have the right to request Seller to remove or cure such New Title Exception or New Survey Defect at or prior to Closing by providing written notice to Seller within the earlier of: (A) five (5) days after receiving such update of the Title Commitment or Survey, or (B) the Closing (the “ New Title and Survey Objection Notice ”). If Purchaser provides a New Title and Survey Objection Notice to Seller, Seller may elect, by providing written notice (the “ New Title and Survey Election Notice ”) to Purchaser within the earlier of five (5) days after Seller’s receipt of such New Title and Survey Objection Notice or the Closing, (1) to remove or cause the Title Company to insure against such New Title Exception or New Survey Defect, or (2) not to remove or cure such New Title Exception or New Survey Defect (other than any Unpermitted Exceptions, which Seller shall be obligated to cure as set forth in Section 5.3.1 hereof). If Seller does not provide a New Title and Survey Election Notice to Purchaser within such time period, then Seller shall be deemed to have elected not to remove or cure such New Title Exception or New Survey Defect pursuant to clause (2) of the preceding sentence. If Seller elects or is deemed to have elected not to remove or cure a New Title Exception or New Survey Defect, then Purchaser shall have the right to elect, by providing written notice (the “ New Title and Survey Response Notice ”) to Seller within the earlier of five (5) days after Purchaser’s receipt of the New Title and Survey Election Notice or the Closing to (I) terminate this Agreement, in which case the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (II) proceed to Closing pursuant to this Agreement and accept title to the Real Property subject to such New Title Exception or New Survey Defect which thereafter shall be deemed to constitute a Permitted Exception, without any credit against the Purchase Price for such New Title Exception or New Survey Defect. If Purchaser does not provide a New Title and Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (II) of the preceding sentence.

5.3.4 Removal of Unpermitted Exceptions . Seller shall have no obligation to cure any Title Exceptions or Survey Defects other than the Unpermitted Exceptions and those exceptions set forth in Seller’s Title Notice or any New Title and Survey Election Notice subject to Section 5. Seller may cure any Unpermitted Exception by removing such Unpermitted Exception from title or causing the Title Company to commit to remove or insure over such Unpermitted Exception in the Title Policy at any time prior to or at Closing. If the Title Company does not agree to remove or insure over any Unpermitted Exception in the Title Policy, but another nationally recognized title insurance company is willing to issue the Title Policy without such Unpermitted Exception in the Title Policy, then Seller shall have the right to obtain (without obligation to do so), and Purchaser shall accept, a Title Policy from such other nationally recognized title insurance company which otherwise shall satisfy the requirements of Section 5.4, in which case the term “Title Company” shall be deemed to refer to such other title insurance company for all purposes in this Agreement.

5.3.5 Extension of Closing Date . If, prior to Closing, Seller fails to remove or cure any Unpermitted Exceptions or any exceptions set forth in any New Title and Survey Election Notice which meet the requirements set forth in clauses (i) and (ii) of Section 5.3.3, then such failure shall be deemed as Seller Default pursuant to Section 13.1 hereof, and Purchaser shall have the right to terminate this Agreement by providing written notice to Seller and exercise the remedies set forth in Section 13.1 hereof; provided, however, that notwithstanding the foregoing, Purchaser shall have the right at its sole and absolute discretion (without obligation to do so), to grant Seller the right to postpone the Closing one or more times in order to remove or cure such Unpermitted Exception or exception set forth in any New Title and Survey Election Notice, in each case by providing written notice to Seller no later than three (3) Business Days prior to the then scheduled closing date.

5.4 Title Policy . At Closing, Seller shall use commercially reasonable efforts to cause the Title Company to issue an American Land Title Association (“ ALTA ”) standard owner’s coverage policy of title insurance to Purchaser (which may be in the form of a mark up of the Title Commitment) in accordance with the Title Commitment, for the Real Property, with a liability limit in the amount of the Purchase Price and insuring that

leasehold title in the land described on Schedule 2.1.1 hereto under and pursuant to the Ground Lease is vested in Purchaser and insuring that ownership interest in the Improvements is vested in Purchaser as of the Closing Date, subject only to the Permitted Exceptions (the “ Title Policy ”). At Purchaser’s option, Purchaser may elect to have the Title Policy issued in an ALTA extended coverage form, with such endorsements (which may include CLTA endorsement 101.4, providing insurance over mechanics’ liens) as may be agreed to between Purchaser and the Title Company; provided that (a) Purchaser pays any additional cost associated with such coverage and endorsements and any survey required by the Title Company in connection therewith, and (b) if Purchaser in its Title Objections requests that the issuance of extended coverage or any endorsements be a condition to Closing, and (i) the Title Company has agreed to issue the specified extended coverage and endorsements requested by Purchaser and (ii) Purchaser has agreed to pay the cost of the specified endorsements, then issuance of extended coverage and the specified endorsements shall be a condition to Closing.

5.5 Conveyance of the Property . At Closing, Seller shall assign its leasehold interest in the Land and its fee interest in the Improvements subject to all (i) Permitted Exceptions, and (ii) all Unpermitted Exceptions which are cured by causing the Title Company to remove or insure over such Unpermitted Exceptions in the Title Policy, but which otherwise are not removed from title, subject, in each instance, to Purchaser’s prior written consent, in its sole discretion.

ARTICLE 6. CONDITION OF THE PROPERTY

6.1 PROPERTY SOLD “AS IS” . PURCHASER ACKNOWLEDGES AND AGREES THAT, OTHER THAN A REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT OR AS EXPRESSLY SET FORTH IN A CLOSING DOCUMENT, THE PROPERTY IS SOLD “AS IS” “WHERE IS” AND “WITH ALL FAULTS” AND NEITHER SELLER NOR MANAGER, NOR ANY AGENT OR REPRESENTATIVE OF SELLER OR MANAGER, HAS MADE, NOR IS SELLER OR MANAGER LIABLE FOR OR BOUND IN ANY MANNER BY ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR ANY PART THEREOF, THE PHYSICAL CONDITION, ENVIRONMENTAL CONDITION, INCOME, EXPENSES OR OPERATION THEREOF, THE USES WHICH CAN BE MADE OF THE SAME OR ANY OTHER MATTER OR THING WITH RESPECT THERETO, INCLUDING ANY EXISTING OR PROSPECTIVE LEASES. WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES THAT, OTHER THAN A REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT OR AS EXPRESSLY SET FORTH IN A CLOSING DOCUMENT, NEITHER SELLER NOR MANAGER IS LIABLE FOR OR BOUND BY (AND PURCHASER HAS NOT RELIED UPON) ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR FINANCIAL STATEMENTS PERTAINING TO THE OPERATION OF THE PROPERTY, OR ANY OTHER INFORMATION RESPECTING THE PROPERTY FURNISHED BY SELLER, MANAGER OR ANY EMPLOYEE, AGENT, CONSULTANT OR OTHER PERSON REPRESENTING OR PURPORTEDLY REPRESENTING SELLER. PURCHASER FURTHER ACKNOWLEDGES, AGREES, AND REPRESENTS THAT, OTHER THAN A REPRESENTATION OR WARRANTY SET FORTH IN THIS AGREEMENT OR AS EXPRESSLY SET FORTH IN A CLOSING DOCUMENT, IT SHALL BE PURCHASING THE PROPERTY IN AN “AS IS” “WHERE IS” AND “WITH ALL FAULTS” CONDITION AT THE DATE OF CLOSING WITH RESPECT TO THE STRUCTURAL AND MECHANICAL ELEMENTS OF THE PROPERTY, THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, THE FIRE-LIFE SAFETY SYSTEMS AND THE FURNITURE, FIXTURES AND EQUIPMENT LOCATED THEREON OR ATTACHED THERETO, ALL OF WHICH PURCHASER AND ITS CONSULTANTS SHALL HAVE INSPECTED AND EITHER APPROVED OR WAIVED OBJECTION TO ON OR PRIOR TO THE CLOSING AND PURCHASER HEREBY RELEASES SELLER, MANAGER AND THEIR RESPECTIVE AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, DAMAGES, JUDGMENTS, COSTS AND EXPENSES RELATING TO ANY OF THE FOREGOING. PURCHASER ALSO REPRESENTS THAT, AS OF THE CLOSING DATE, IT SHALL HAVE INDEPENDENTLY INVESTIGATED, ANALYZED AND APPRAISED TO ITS SATISFACTION THE VALUE AND THE PROFITABILITY OF THE PROPERTY. PURCHASER ACKNOWLEDGES THAT, TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS

FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER. THE PROVISIONS OF THIS SECTION 6.1 SHALL SURVIVE THE CLOSING.

Purchaser recognizes that the Hotel and Personal Property are not new and that there exists a possibility that the Property is not in compliance with the requirements which would be imposed on a newly constructed hotel by presently effective federal, state and local building, plumbing, electrical, fire, health, handicap, environmental and life safety laws, codes, ordinances, rules, orders and/or regulations (collectively, the “ building codes ”). The Hotel and other improvements on the Land may contain substances or materials no longer permitted to be used in newly constructed buildings including, without limitation, asbestos or other insulation materials, lead or other paints, wiring, electrical, or plumbing materials and may not contain other materials or equipment required to be installed in a newly constructed building. Purchaser has had the opportunity to review the results of such investigations and inspections of the Property as Purchaser deemed necessary with respect to all such matters. Purchaser agrees to accept and shall the Property in an “AS-IS, WHERE IS” condition and at Closing to accept and assume the risk of noncompliance of the Property with all such building codes. Except with respect to those representations and warranties expressly set forth in this Agreement or any document delivered at Closing, Purchaser waives any right to excuse or delay performance of its obligations under this Agreement or to assert any claim against Seller (before or after Closing) arising out of any failure of the Property to comply with any such building codes. Notwithstanding anything to the contrary contained herein, Seller shall terminate the Asset Management Agreement as of Closing.

Except with respect to those representations and warranties expressly set forth in this Agreement or any document delivered at Closing, it is specifically understood and agreed by Seller and Purchaser that Seller does not make, and shall not be deemed to have made, any representation, warranty or covenant with respect to (i) any Environmental Laws that may affect any of the Property or (ii) the presence or absence of any Hazardous Substances in, on, above, under or about any of the Property. Purchaser, for itself and its successors in interest, hereby releases Seller and its Affiliates from, and waives all claims and liability against Seller and its Affiliates for or attributable to, any structural, physical and/or environmental condition at any Property, including without limitation the presence, discovery or removal of any Hazardous Substances in, at, about or under such Property, or connected with or arising out of any and all claims or causes of action based upon any Environmental Laws.

6.2 RELIANCE ON DUE DILIGENCE . PURCHASER ACKNOWLEDGES AND AGREES THAT:

(A) PURCHASER HAS HAD THE OPPORTUNITY TO CONDUCT ALL DUE DILIGENCE INSPECTIONS OF THE PROPERTY AND THE BUSINESS PRIOR TO THE EFFECTIVE DATE, INCLUDING REVIEWING ALL SELLER DUE DILIGENCE MATERIALS AND OBTAINING ALL INFORMATION WHICH IT DEEMS NECESSARY TO MAKE AN INFORMED DECISION AS TO WHETHER IT SHOULD PROCEED WITH THE PURCHASE OF THE PROPERTY AND THE BUSINESS;

(B) Intentionally Omitted;

(C) PURCHASER WILL BE RELYING ONLY ON ITS DUE DILIGENCE INSPECTIONS OF THE PROPERTY, ITS REVIEW OF THE SELLER DUE DILIGENCE MATERIALS AND ONLY THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT AND ANY DOCUMENT DELIVERED AT CLOSING; AND

(D) PURCHASER WILL NOT BE RELYING ON ANY STATEMENT MADE OR INFORMATION PROVIDED TO PURCHASER BY SELLER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING), MANAGER, OR ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, INVESTMENT ADVISORS, AGENTS OR REPRESENTATIVES, OR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES

7.1 Seller’s Representations and Warranties . To induce Purchaser to enter into this Agreement and to consummate the transaction described in this Agreement, Seller hereby makes the express representations and warranties in Sections 7.1.1 through 7.1.26 inclusive, upon which Seller acknowledges and agrees that Purchaser is entitled to rely. Seller shall have the right to modify or update any representation and warranty in this Agreement to the extent that (i) such representation and warranty needs to be modified or updated to maintain the truth or accuracy of the applicable representation or warranty or the information disclosed therein, and (ii) Seller did not have Knowledge of the facts giving rise to the modification or update at the time the Due Diligence Materials were made available to Purchaser or at the time that the representation and warranty was made. If Seller modifies or updates any representation or warranty or in the event Purchaser acquires Knowledge from a reasonably reliable source of a fact which, if true, would modify or update any representation or warranty of Seller (each, a “ Post Effective Date Disclosure ”), then (A) Purchaser shall have the right to terminate this Agreement if, and only if, the corresponding representation or warranty or other information would be untrue or incorrect in any material respect in the absence of such Post Effective Date Disclosure which is amended or supplemented by such Post Effective Date Disclosure and would, in Purchaser’s reasonable discretion, result in a material adverse effect to (x) Purchaser’s ownership of the Property, (y) the operation of the Business upon or after Closing or (z) the value of the Hotel (or related Property or Business), and (B) if Purchaser proceeds to Closing notwithstanding such Post Effective Date Disclosure, the corresponding representation, warranty or other information shall be deemed qualified by such Post Effective Date Disclosure for the purposes of limiting the defense and indemnification obligations of Seller under this Agreement. For the avoidance of doubt, the discovery by Purchaser or delivery by Seller of any Property Agreement following the Effective Date shall be automatically deemed to result in a material adverse effect as set forth in this Section 7.1, triggering Purchaser’s right to terminate this Agreement as more particularly set forth in clause (A) hereinabove.

7.1.1 Organization and Power . Seller is duly incorporated or formed (as the case may be), validly existing, in good standing in the jurisdiction of its incorporation or formation, and is qualified to do business in the jurisdiction in which the Property is located, and has all requisite power and authority to own the Property.

7.1.2 Authority and Binding Obligation . Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller pursuant to this Agreement (the “ Seller Documents ”), and to perform all obligations of Seller under each of the Seller Documents, (ii) the execution and delivery by the signer on behalf of Seller of each of the Seller Documents, and the performance by Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary action by Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its terms, except to the extent Purchaser itself is in default thereunder.

7.1.3 Consents and Approvals; No Conflicts . Subject to the recordation of any Seller Documents as appropriate and the consents and approvals described in Sections 8.10, 8.11 and 8.12 hereof and being pursued by Seller under this Agreement, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by Seller of any of the Seller Documents, or the performance by Seller of any of its obligations under any of the Seller Documents or the consummation by Seller of the transaction described in this Agreement, except to the extent the failure to obtain such permit, authorization, consent or approval would not have a material adverse effect on the Business, or Seller’s ability to consummate the transaction described in this Agreement, and subject to the consents and approvals described in Sections 8.10, 8.11, 8.12 and 8.13 hereof and being pursued by Seller under this Agreement, (ii) neither the execution and delivery by Seller of any of the Seller Documents, nor the performance by Seller of any of its obligations under any of the Seller Documents, nor the consummation by Seller of the transaction described in this Agreement, will: (A) violate any provision of Seller’s organizational or governing documents; (B) violate any Applicable Law to which Seller is subject; or (C) result in a violation or breach of, or constitute a default under any of the Material Contracts, except to the extent such violation, breach or default would not have a material adverse effect on the Business, or Seller’s ability to consummate the transaction described in this Agreement, or (D) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

7.1.4 Title to Personal Property . To Seller’s Knowledge, Seller has or will have on Closing good and valid title to all tangible Personal Property, which shall be free and clear of all liens and encumbrances as of the Closing except for the Equipment Leases and the Existing Loan Documents.

7.1.5 Condemnation . To Seller’s Knowledge, Seller has not received any written notice of any pending condemnation proceeding or other proceeding in eminent domain, and to Seller’s Knowledge, no such condemnation proceeding or eminent domain proceeding is threatened affecting the Property or any portion thereof.

7.1.6 Compliance with Applicable Law . Except as set forth in Schedule 7.1.6, to Seller’s Knowledge, neither Seller nor Manager has received any written notice of a violation of any Applicable Law with respect to the Property which has not been cured or dismissed and which could have a material adverse effect; provided, however, that Seller shall be obligated to indemnify and hold Purchaser harmless for any claim, loss or liability incurred by Purchaser or any of its Affiliates as a result of any undisclosed written notice of a violation of any Applicable Law which has not been cured or dismissed, pursuant to and as set forth in Article 15 hereof, regardless of whether such violation results in a material adverse effect.

7.1.7 Litigation . Except as disclosed in Schedule 7.1.7, to Seller’s Knowledge, neither Seller nor Manager has (i) been served with any court filing in any litigation with respect to the Property or the Business in which either such Person is named a party which has not been resolved, settled or dismissed (without the possibility for appeal), or (ii) received written notice of any claim, charge or complaint from any Governmental Authority or other Person pursuant to any administrative, arbitration or similar adjudicatory proceeding with respect to the Property or the Business which has not been resolved, settled or dismissed (without the possibility for appeal).

(a) To Seller’s Knowledge, Seller does not employ any employees, and, except as may otherwise be described in this Agreement, Seller is not a party to any written employment or compensation agreements with any employees or any of the Employees. To Seller’s Knowledge, there are no individuals employed at the Hotel on behalf of Manager other than the Employees.

(b) To Seller’s Knowledge, Seller is not a party to any collective bargaining agreement with any labor union with respect to the Employees and Seller does not otherwise maintain any employee benefit plan which provides benefits or compensation to any Employee. To Seller’s Knowledge, there are no union contracts or collective bargaining agreements with respect to any Employees at the Hotel. To Seller’s Knowledge, except as set forth on Schedule 7.1.8(b), there has not been any labor strike, picketing of any nature, material labor dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout in effect, pending against or affecting the Manager or any Affiliate of the Manager with respect to the operation of the Hotel and neither the Manager nor any Affiliate of the Manager has received any written notice specifically threatening any of the foregoing.

7.1.9 Taxes . Except as set forth on Schedule 7.1.9, to Seller’s Knowledge (i) all Taxes which would be delinquent if unpaid will be paid in full or prorated at Closing as part of the Prorations pursuant to Section 11.2; provided, however, that if any Taxes are payable in installments, such representation and warranty shall apply only to such installments which would be delinquent if unpaid at Closing, (ii) Seller has not received any written notice for an audit of any Taxes which has not been resolved or completed, and (iii) Seller is not currently contesting any Taxes or seeking an abatement or rollback of any Taxes.

7.1.10 Licenses and Permits . To Seller’s Knowledge, Seller has made available to Purchaser complete copies of all Licenses and Permits. Except as disclosed in the Seller Due Diligence Materials, to Seller’s Knowledge, Seller has not received any written notice of violation from any federal, state, municipal, or other governmental instrumentality, or written notice of any violation, suspension, revocation or non renewal of any License or Permit issued in connection with the use of the Property.

7.1.11 Environmental Matters . Except as disclosed in the Seller Due Diligence Materials, to Seller’s Knowledge, (i) Seller has not received any written notice from any Government Authority or neighboring,

upgradient or downgradient property owner or other third party regarding any non-compliance with or violation of any Environmental Laws with respect to the Real Property or the presence or release of hazardous substances in, on, under or from, the Real Property, and (ii) during the Seller’s ownership of the Property, Seller has not made or been requested in writing to make or been advised by legal counsel or its environmental consultant to make, any report or disclosure to any Governmental Authority relating to a release or threatened release of hazardous substances to or from the Real Property

7.1.12 Tenant Leases .

(a) To Seller’s Knowledge, Schedule 7.1.12(a) sets forth a correct and complete list of the Tenant Leases, Seller has made available to Purchaser a true and complete copy of the Tenant Leases.

(b) Except as set forth on Schedule 7.1.12(b) , to Seller’s Knowledge, Seller has not given or received any written notice of any breach or default under any of the Tenant Leases which has not been cured and, to Seller’s Knowledge, no event has occurred or circumstance exists which, with notice or the passage of time, would result in a breach or default by the Seller or the tenant under such Tenant Lease.

7.1.13 Operating Agreements . To Seller’s Knowledge, Seller has made available to Purchaser a true and complete copy of the Operating Agreements. Except as disclosed in the Seller Due Diligence Materials, to Seller’s Knowledge, Seller has not given or received any written notice of any breach or default under any Operating Agreement which has not been cured and no event has occurred or circumstance exists which, with notice or the passage of time, would result in a breach or default by Seller or the other party thereunder.

7.1.14 Management Agreements . To Seller’s Knowledge, Seller has delivered or made available to Purchaser a true, correct and complete copy of the Management Agreement. The Management Agreement has not been amended, modified, supplemented or assigned except as set expressly forth in the definition of “Management Agreement” herein. Except for the Management Agreement, there exists no management or franchise agreements with respect to the Hotel.

7.1.15 Finders and Investment Brokers . Seller has not dealt with any Person who has acted, directly or indirectly, as a broker, finder, financial advisor or in such other capacity for or on behalf of Seller in connection with the transaction described by this Agreement in a manner which would entitle such Person to any fee or commission in connection with this Agreement or the transaction described in this Agreement.

7.1.16 Foreign Person . Seller is not a “foreign person” (as defined in Section 7701(a)(30)(B) or (C) of the Code) for the purposes of the provisions of Section 1445(a) of the Code.

7.1.17 Completeness; Non-Disclosure . To Seller’s Knowledge, Seller has made available true, correct and complete copies of the Seller Due Diligence Materials to Purchaser as and when set forth herein. Seller has not intentionally failed to disclose any fact within Seller’s Knowledge that would make (a) any of Seller’s representations and warranties or (b) the information contained in the Seller Due Diligence Materials (excluding, however, any information prepared by third-parties) materially misleading.

7.1.18 Books and Records . To Seller’s Knowledge, Seller had made available to Purchaser true, correct and complete copies of the Books and Records to the extent located at the Property and in accordance with the terms of this Agreement.

7.1.19 Ground Lease . To Seller’s Knowledge, Seller had delivered to Purchaser a true, correct and complete copy of the Ground Lease and Air Lease. To Seller’s Knowledge, neither the Ground Lease nor the Air Lease has been amended, modified, supplemented or assigned except as expressly set forth in the definition of “Ground Lease” and “Air Lease”, respectively, herein.

7.1.20 Financial Statements . To Seller’s Knowledge, the monthly and annual statements of operations for the Property provided to Purchaser for calendar years 2007, 2008, 2009 and “year-to-date” through 2010 with respect to the Property, to Seller’s Knowledge, are complete copies of such statements prepared by on behalf of

Seller or Manager and are the financial statements relied upon and used by Seller in connection with the Business. Seller shall provide to Purchaser updated monthly financial statements for the Property as they become available to Seller or Manager.

7.1.21 Bankruptcy or Debt of Seller . Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or, to Seller’s Knowledge, suffered the filing of an involuntary petition by Seller’s creditors, suffered the appointment of a receiver to take possession or all, or substantially all, of Seller’s assets, suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, admitted in writing its inability to pay its debts as they generally come due or made an offer of settlement, extension or composition to its creditors generally. Seller is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Seller insolvent.

7.1.22 Property Agreements . To Seller’s Knowledge, Seller has delivered to Purchaser all of the Contracts, Operating Agreements, Tenant Leases, Licenses and Permits and the Warranties which have a term of not less than eighteen (18) months, call for payments by any Person in respect thereto of $100,000 or more and cannot be terminated for a payment of less than $100,000 (collectively, the “ Property Agreements ”), and to Seller’s Knowledge, Seller represents and warrants that it has delivered true correct and complete copies of all Property Agreements to Purchaser.

7.1.23 Shula Agreement . To Seller’s Knowledge, Seller had delivered to Purchaser a true, correct and complete copy of the Shula Agreement. To Seller’s Knowledge, the Shula Agreement has not been amended, modified, supplemented or assigned except as set forth in the definition of “Shula Agreement” herein.

7.1.24 Other Activities .

(a) No wagering activities are conducted at or in connection with the Property by any person who is engaged in the business of accepting wagers and who is legally authorized to engage in such business at or in connection with such facility. Wagering activities described in the preceding sentence shall include, without limitation, keno, electronic poker or other games of chance to be conducted at or in connection with the Property if participants in any such activity have the opportunity to win money, prizes or property in connection with participating in such activity or if such activity is required to be licensed or regulated as wagering or gambling under applicable law.

(b) The Property does not include any amenity or facility that is not operated as part of, or associated with, the Property, or that is not customary for other properties of a comparable size and class to the Property.

7.1.25 No Violation of Anti-Terrorism Laws . None of Seller’s property or interests is subject to being “blocked” under any Anti-Terrorism Laws, and neither Seller nor any Person holding any direct or indirect interest in Seller is in violation of any Anti-Terrorism Laws.

7.1.26 Securities Laws .

(a) Seller has had access to and has received such financial and other information regarding Purchaser as it deems necessary in order to make its investment decision to acquire the REIT Shares to be issued to Seller hereunder. If Seller has had any questions regarding Purchaser or the REIT Shares to be issued to it, Seller has asked these questions and has received answers from representatives of Purchaser. Seller has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any person other than Purchaser.

(b) Seller is a sophisticated investor and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the acquisition of REIT Shares hereunder, and Seller is able to bear the economic risks of such an investment. Seller is aware that it may be required to bear the economic risk of an investment in REIT Shares for an indefinite period of time, and it is able to bear such risk for an

indefinite period. Seller has relied upon its own tax, legal and financial advisors in connection with its decision to acquire the REIT Shares issued hereunder. Seller is an “accredited investor” within the meaning of Rule 501(a) of Regulation D.

(c) Seller is acquiring the REIT Shares for its own account.

(d) Seller is not acquiring the REIT Shares to be issued hereunder with a view to, or with any intention of, resale, distribution or fractionalization, in whole or in part, of such REIT Shares.

(e) Seller acknowledges that the REIT Shares to be issued hereunder have not been registered under the Securities Act or any applicable laws of the states of the United States and are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act. Seller acknowledges that if it decides to resell or otherwise transfer its REIT Shares, then such REIT Shares may be resold or transferred only if such REIT Shares are sold pursuant to an effective registration statement or in a transaction that does not require registration under the Securities Act, including Rule 144 thereunder, or any applicable laws of the states of the United States. Seller acknowledges that prior to any proposed transfer of REIT Shares other than pursuant to an effective registration statement, the transferee of REIT Shares may be required to provide certifications and other documentation relating to the status of such transferee and the transfer.

(f) Seller agrees that until the expiration of the holding period set forth in Rule 144(d)(1)(i), it shall notify each transferee of REIT Shares from it that (a) such REIT Shares have not been registered under the Securities Act, (b) such REIT Shares are subject to the restrictions on the resale or other transfer thereof described in paragraph (v) above, (c) such transferee shall be deemed to have represented (i) as to its status as a purchaser acquiring such REIT Shares in a transaction that does not require registration under the Securities Act or any applicable laws of the states of the United States and (ii) that such transferee is not an “underwriter” within the meaning of Section 2(11) of the Securities Act and (d) such transferee shall be deemed to have agreed to notify its subsequent transferees as to the foregoing.

(g) Seller understands that the REIT Shares to be issued to Seller hereunder have not been registered under the Securities Act and are being offered and sold to Seller in reliance on specific exemptions from the registration requirements of U.S. securities laws and that Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the applicability of such exemptions and the suitability of Seller to acquire REIT Shares. Seller agrees that if any such representation, warranty, agreement, acknowledgment and understanding deemed to have been made by virtue of its purchase of REIT Shares is no longer accurate, it shall promptly notify Purchaser.

(h) Seller represents that the REIT Shares were offered to Seller through direct communication between the Seller and Purchaser, as applicable, and not through any advertisement or general solicitation of any kind.

(i) Seller acknowledges that because of the restrictions on transfer or assignment of such REIT Shares to be issued hereunder which are set forth in this Agreement, it may have to bear the economic risk of the investment commitment evidence by this Agreement for an indefinite period of time.

(j) Seller acknowledges that any certificates representing REIT Shares issued to Seller hereunder will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

In the event that any REIT Shares issuable hereunder shall cease to be Restricted Shares, Purchaser shall, upon the written request of the holder thereof, issue to such holder a new certificate representing such REIT Shares without the legend required by this Section 7.1.26. For purposes of the foregoing, “ Restricted Shares ” means all REIT Shares issuable hereunder other than REIT Shares (i) the offer and sale of which have been registered under a registration statement pursuant to the Securities Act, (ii) with respect to which a sale or other disposition has been made in reliance on and in accordance with Rule 144 (or any successor provision) under the Securities Act, or (iii) with respect to which the holder thereof shall have delivered to Purchaser an opinion of counsel to the effect that subsequent transfers of such REIT Shares may be effected without registration under the Securities Act.

7.1.27 Purchaser Knowledge of Incorrect Representation . If, prior to Closing, Purchaser obtains Knowledge that any representation or warranty of Seller herein is incorrect in any material respect, Purchaser shall promptly notify Seller of its objection to such incorrectness. Upon receiving such notification, Seller shall have the right take such action as shall be necessary in order to render correct the representation or warranty which was incorrect. If Seller fails to notify Purchaser within ten (10) days after receiving Purchaser’s notice that Seller intends to take such action, then Purchaser’s sole remedy, assuming that Purchaser was correct in stating that Seller’s representation or warranty was materially incorrect, shall be to terminate this Agreement by notice to Seller given within five (5) days after the expiration of such ten (10) day period. If Purchaser obtains Knowledge prior to the Closing that any representation or warranty of Seller herein is incorrect in any material respect but does not notify Seller as provided above, Purchaser shall have (i) forever waived its right to terminate this Agreement and (ii) forever waived and relinquished any and all right to recover damage or Indemnification Loss on account of any such incorrectness, whether or not Closing has occurred.

7.2 Purchaser’s Representations and Warranties . To induce Seller to enter into this Agreement and to consummate the transaction described in this Agreement, Purchaser hereby makes the representations and warranties in this Section 7.2.1 through 7.2.9 inclusive, upon which Purchaser acknowledges and agrees that Seller is entitled to rely.

7.2.1 Organization and Power . Purchaser is duly incorporated or formed (as the case may be), validly existing and in good standing under the laws of its incorporation or formation (as the case may be), and has all requisite power and authority to own, lease and operate its properties and to carry on its business as currently being conducted.

7.2.2 Authority and Binding Obligation . (i) Purchaser has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Purchaser pursuant to this Agreement (the “ Purchaser Documents ”), and to perform all obligations of Purchaser arising under each of the Purchaser Documents and to issue the REIT Shares at the Closing, (ii) the execution and delivery by the signer on behalf of Purchaser of each of the Purchaser Documents, the performance by Purchaser of its obligations under each of the Purchaser Documents, and the issuance of the REIT Shares, have each been duly and validly authorized by all necessary action by Purchaser, and (iii) each of the Purchaser Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with its terms, except to the extent Seller itself is in default thereunder.

7.2.3 Consents and Approvals; No Conflicts . (i) No filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for the execution or delivery by Purchaser of any of the Purchaser Documents, the performance by Purchaser of any of its obligations under any of the Purchaser Documents, or the consummation by Purchaser of the transaction described in this Agreement, and (ii) neither the execution and delivery by Purchaser of any of the Purchaser Documents, nor the performance by Purchaser of any of its obligations under any of the Purchaser Documents, nor the consummation by Purchaser of the transaction described in this Agreement, will: (A) violate any provision of the organizational or governing documents of Purchaser; (B) violate any Applicable Law to which Purchaser is subject; or (C) result in a violation or breach of or constitute a default under any material contract, agreement or other instrument or obligation to which Purchaser is a party or by which any of Purchaser’s properties are subject.

7.2.4 Finders and Investment Brokers . Purchaser has not dealt with any Person who has acted, directly or indirectly, as a broker, finder, financial advisor or in such other capacity for or on behalf of Purchaser in

connection with the transaction described by this Agreement in any manner which would entitle such Person to any fee or commission in connection with this Agreement or the transaction described in this Agreement.

7.2.5 No Violation of Anti-Terrorism Laws . None of Purchaser’s property or interests is subject to being “blocked” under any Anti-Terrorism Laws, and neither Purchaser nor, to Purchaser’s Knowledge, any Person holding any direct or indirect interest in Purchaser is in violation of any Anti-Terrorism Laws.

7.2.6 Intentionally Omitted .

7.2.7 Bankruptcy or Debt of Purchaser . Purchaser has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or, to Purchaser’s Knowledge, suffered the filing of an involuntary petition by Purchaser’s creditors, suffered the appointment of a receiver to take possession or all, or substantially all, of Purchaser’s assets, suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, admitted in writing its inability to pay its debts as they generally come due or made an offer of settlement, extension or composition to its creditors generally. Purchaser is not insolvent and the consummation of the transactions contemplated by this Agreement shall not render Purchaser insolvent.

7.2.8 Valid Issuance of REIT Shares . The REIT Shares, when issued, sold and delivered in accordance with the terms set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Lock-Up Agreement and applicable state and federal securities laws. Assuming the accuracy of the representations of the Seller in Section 7.1.26 of this Agreement and subject to the filings pursuant to Regulation D of the Securities Act, the REIT Shares will be issued in compliance with all applicable federal and state securities laws and upon issuance will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Lock-Up Agreement and applicable federal and state securities laws.

7.2.9 SEC Filings . As of the date of the effectiveness of the SEC Filings, all forms, reports, statements (including registration statements), certifications and other documents filed or furnished by Purchaser with or to the SEC (the “ SEC Filings ”) have complied as to form as of their respective filing dates (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act and, in each case, the rules and regulations of the SEC promulgated thereunder. As of the date of the effectiveness of the SEC Filings, none of such SEC Filings, including any financial statements or schedules included or incorporated by reference therein, at the time filed or furnished, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

7.2.10 Seller Knowledge of Incorrect Representation . Notwithstanding the foregoing, if Seller has Knowledge prior to Closing of a breach of any representation or warranty made by Purchaser in this Agreement and Seller nevertheless elects to close the transaction described in this Agreement, such representation or warranty by Purchaser shall be deemed to be qualified or modified to reflect Seller’s Knowledge of such breach.

ARTICLE 8. COVENANTS

8.1.1 Disclosure of Confidential Information . Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement or any information disclosed by the Inspections or in the Seller Due Diligence Materials, the Purchaser Due Diligence Reports or any other documents, materials, data or other information with respect to the Property or the Business which is not generally known to the public or otherwise required to be disclosed pursuant to applicable securities or other similar law (the “ Confidential Information ”). Notwithstanding the foregoing, Seller and Purchaser shall be permitted to (i) disclose any Confidential Information to the extent required under Applicable Law or by court order, or (ii) disclose any Confidential Information to any Person on a “need to know” basis, such as their respective shareholders,

partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultants, engineers, surveyors, lenders, investors, managers, franchisors and such other Persons whose assistance is required to consummate the transactions described in this Agreement; provided, however, that Seller or Purchaser (as the case may be) shall (A) advise such Person of the confidential nature of such Confidential Information, and (B) use commercially reasonable efforts to cause such Person to maintain the confidentiality of such Confidential Information. This Section 8.1.1 shall survive the termination of this Agreement. If Purchaser terminates this Agreement for any reason, Seller shall thereafter be entitled to make any use of Purchaser Due Diligence Reports it considers appropriate and shall be released from any further duty or obligation to Purchaser under this Section.

8.1.2 Public Announcements . Notwithstanding Section 8.1.1, a Party shall have the right to make a public announcement regarding the transaction described in this Agreement from and after the Effective Date, provided that Seller and Purchaser shall approve the form and substance of any such public announcement, which approval shall not be unreasonably withheld, conditioned or delayed, except if a Party is required to make a public announcement under Applicable Law, in which case no such approval by the other Party shall be required; provided that any public announcement by Purchaser shall not make any reference to CV Starr International or any of its affiliates without the prior written consent of Seller.

8.1.3 Intentionally Deleted .

8.1.4 Communication with Employees . Without limiting the generality of the provisions in Section 8.1.1, Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other Person (including, without limitation, Purchaser’s Inspectors), directly or indirectly, communicate with any Employees or any Person representing any Employees involving any matter with respect to the Property or the Business, the Employees or this Agreement, other than as coordinated by and with Seller, and/or Manager.

8.2 Conduct of the Business .

8.2.1 Operation in Ordinary Course of Business . From the Effective Date until the Closing or earlier termination of this Agreement, Seller shall conduct the Business in the Ordinary Course of Business, including, without limitation, (i) maintaining the inventories of FF&E, Supplies, F&B and Retail Merchandise at levels maintained in the Ordinary Course of Business, (ii) performing maintenance and repairs for the Real Property and tangible Personal Property in the Ordinary Course of Business; and (iii) maintaining insurance coverages consistent with the current levels for the Property.

8.2.2 Contracts . From the Effective Date until the Closing or earlier termination of this Agreement, Seller shall not, without Purchaser’s prior written consent which shall not be unreasonably withheld, conditioned or delayed, (i) amend, extend, renew or terminate any existing Tenant Leases, Material Contracts or Licenses and Permits, except in the Ordinary Course of Business, nor (ii) enter into any new Tenant Leases or Material Contracts, unless such new Tenant Leases or Material Contracts are terminable by Purchaser without any termination fee upon not more than thirty (30) days notice.

8.2.3 Intentionally Omitted .

8.3 Licenses and Permits . Purchaser shall be responsible for obtaining the transfer of all Licenses and Permits (to the extent transferable) or the issuance of new licenses and permits. The term “ Licenses and Permits ” excludes the Liquor License which shall be available to the Hotel following Closing in accordance with the Management Agreement and as permitted by Applicable Law. Purchaser, at its cost and expense, shall submit all necessary applications and other materials to the appropriate Governmental Authority and take such other actions to effect the transfer of Licenses and Permits or issuance of new licenses and permits as of the Closing, and Seller shall use commercially reasonable efforts (at no cost or expense to Seller other than any de minimis cost or expense or any cost or expense which Purchaser agrees in writing to reimburse) to cooperate with Purchaser to cause the Licenses and Permits to be transferred or new licenses and permits to be issued to Purchaser. If this Agreement is terminated and Purchaser has filed an application or otherwise commenced the processing of obtaining new

licenses and permits, Purchaser shall promptly withdraw all such applications and cease all other activities with respect to such new licenses and permits.

8.4 Bookings . Purchaser shall honor all Bookings made prior to the Closing Date for any period on or after the Closing Date, including, without limitation, any Bookings by any Person in redemption of any gift certificates and any benefits accrued under the Marriott Rewards or any similar preferred guest program.

8.5 Tax Contests .

8.5.1 Taxable Period Terminating Prior to Closing Date . Seller shall retain the right to commence, continue and settle any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing Date, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings. This Section 8.5.1 shall survive the Closing.

8.5.2 Taxable Period Including the Closing Date . Seller shall have the right to commence, continue and settle any proceeding to contest any Taxes for any taxable period which includes the Closing Date. Notwithstanding the foregoing, if Purchaser desires to contest any Taxes for such taxable period and Seller has not commenced any proceeding to contest any such Taxes for such taxable period, Purchaser shall provide written notice requesting that Seller contest such Taxes. If Seller desires to contest such Taxes, Seller shall provide written notice to Purchaser within thirty (30) days after receipt of Purchaser’s request confirming that Seller will contest such Taxes, in which case Seller shall proceed to contest such Taxes, and Purchaser shall not have the right to contest such Taxes. If Seller fails to provide such written notice confirming that Seller will contest such Taxes within such thirty (30) day period, Purchaser shall have the right to contest such Taxes. Any refunds or abatements awarded in such proceedings shall be used first to reimburse the Party contesting such Taxes for the reasonable costs and expenses incurred by such Party in contesting such Taxes, and the remainder of such refunds or abatements shall be prorated between Seller and Purchaser as of Closing, and the Party receiving such refunds or abatements promptly shall pay such prorated amount due to the other Party. This Section 8.5.2 shall survive the Closing.

8.5.3 Taxable Period Commencing After Closing Date. Purchaser shall have the right to commence, continue and settle any proceedings to contest Taxes for any taxable period which commences after the Closing Date, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings. This Section 8.5.3 shall survive the Closing.

8.5.4 Cooperation . Seller and Purchaser shall use commercially reasonable efforts to cooperate with the Party contesting the Taxes (at no cost or expense to the Party not contesting the Taxes other than any de minimis cost or expense or any cost or expense which the requesting Party agrees in writing to reimburse) and to execute and deliver any documents and instruments reasonably requested by the Party contesting the Taxes in furtherance of the contest of such Taxes. This Section 8.5.4 shall survive the Closing.

8.6 Notices and Filings . Seller and Purchaser shall use commercially reasonable efforts to cooperate with each other (at no cost or expense to the Party whose cooperation is requested, other than any de minimis cost or expense or any cost or expense which the requesting Party agrees in writing to reimburse) to provide written notice to any Person under any Tenant Leases, Contracts, Licenses and Permits, and to effect any registrations or filings with any Governmental Authority or other Person, regarding the change in ownership of the Property or the Business. This Section 8.6 shall survive the Closing.

8.7 Access to Information . After the Closing, Purchaser shall provide to the officers, employees, agents and representatives of any Seller Indemnitees reasonable access to (i) the Books and Records with respect to the Hotel, (ii) the Property, and (iii) the employees at the Hotel, for any purpose deemed necessary or advisable by Seller, including, without limitation, to prepare any documents required to be filed by Seller under Applicable Law or to investigate, evaluate and defend any claim, charge, audit, litigation or other proceeding made by any Person or insurance company involving any Seller Entity; provided, however, that (A) such Seller Indemnitees shall provide reasonable prior notice to Purchaser; (B) Purchaser shall not be required to provide such access during non business hours; (C) Purchaser shall have the right to accompany the officer, employees, agents or representatives of such Seller Indemnitees in providing access to the Books and Records, the Property or the

employees of Purchaser (or Purchaser’s manager) as provided in this Section 8.7; and (D) Seller shall defend, indemnify and hold harmless the Purchaser Indemnitees in accordance with Section 15 from and against any Indemnification Loss incurred by any Purchaser Indemnitees arising from any examinations, tests, investigations or studies of the Property conducted by Seller, its employees, agents or representatives pursuant to this Section 8.7. Purchaser, at its cost and expense, shall retain all Books and Records with respect to the Hotel for a period of three (3) years after the Closing. This Section 8.7 shall survive the Closing.

8.8 Privacy Laws . To the extent Purchaser obtains any customer or guest information or data or Employee information or data as part of the purchase of the Property and the Business, Purchaser shall at all times comply in all material respects with all Applicable Law concerning (i) the privacy of such customer and guest information and data and the sharing of such information and data with third parties (including, without limitation, any restrictions with respect to Purchaser’s or any third party’s ability to use, transfer, store, sell, or share such information and data), (ii) the establishment of adequate security measures to protect such customer and guest information and data and (iii) observance of all Applicable Law concerning the privacy of the Employee information and data it may receive. This Section 8.8 shall survive the Closing.

8.9 Further Assurances . From the Effective Date until the Closing or earlier termination of this Agreement, Seller and Purchaser shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transaction described in this Agreement, including, without limitation, (i) obtaining all necessary consents, approvals and authorizations required to be obtained from any Governmental Authority or other Person under this Agreement or Applicable Law, and (ii) effecting all registrations and filings required under this Agreement or Applicable Law. After the Closing, Seller and Purchaser shall use commercially reasonable efforts (at no cost or expense to such Party, other than any de minimis cost or expense or any cost or expense which the requesting Party agrees in writing to reimburse) to further effect the transaction contemplated in this Agreement. The immediately preceding sentence of this Section 8.9 shall survive the Closing.

8.10 Assumption of the Existing Loan . Seller and Purchaser shall exercise commercially reasonable and good faith efforts to obtain Existing Lender’s approval to the transactions contemplated in this Agreement and to Purchaser’s assumption of Seller’s obligations first arising from and after the Closing Date as borrower under the Existing Loan Documents. So long as Purchaser exercises commercially reasonable and good faith efforts to obtain the foregoing approvals, Purchaser’s obligation to consummate the transactions contemplated by this Agreement shall be contingent on such approvals, and on Existing Lender’s execution and delivery of such documents and instruments reasonably required by Purchaser to evidence (a) the approvals and consents set forth in this Section 8.10, (b) a commercially reasonable estoppel which shall include, without limitation, the outstanding balance of the Existing Loan, the interest rate applicable thereto, the absence of any defaults under the Existing Loan Documents and the amounts on deposit in any reserves required thereby (including, without limitation, the Reserve Fund) and (c) Existing Lender’s acknowledgment that none of Purchaser nor any of Purchaser’s affiliates shall be responsible for any obligations of borrower or any guarantor or indemnitor under the Existing Loan Documents or otherwise to Existing Lender first arising or accruing prior to the Closing Date. Notwithstanding anything to the contrary contained herein, Seller acknowledges and agrees that Purchaser shall in no event be obligated to agree to any amendment or modification to the terms of the Existing Loan Documents as originally executed by Seller (or any of its predecessors-in-interest) which Purchaser reasonably determines to be material and/or be obligated to obtain any release of borrower or any guarantor or indemnitor under the Existing Loan Documents from any of their obligations to Existing Lender. Notwithstanding the foregoing, it shall be a condition to Seller’s obligations under this Agreement that Seller and any related pledgor or guarantor of the Existing Loan, as applicable, be released from their respective obligations under the Existing Loan Documents first accruing from and after Closing. In the event Existing Lender does not provide the approvals, consents and releases set forth herein (and the documents/instruments required under this Section 8.10) on or before the Closing Date, then Purchaser or Seller shall each have the right to terminate this Agreement by providing written notice to the non terminating party, in which case the Parties shall have no further rights or obligations under this Agreement, except for those which expressly survive such termination. In the event Existing Lender affirmatively disapproves in writing the assumption of the Existing Loan by Purchaser, then either Party may terminate this Agreement by delivery of notice to the other Party, which notice shall include Existing Lender’s written notice of disapproval, the Parties shall have no further rights or obligations under this Agreement, except for those which expressly survive such termination.

Any and all third-party out-of-pocket costs and expenses of the Lender and its representatives in connection with obtaining the consents, approvals and/or documents set forth in this Section 8.10 shall be borne fifty percent (50%) by each of Seller and Purchaser.

8.11 Manager’s Consent and Required Approvals . Seller and Purchaser shall exercise commercially reasonable and good faith efforts to obtain Manager’s approval to the transactions contemplated in this Agreement (pursuant to the terms of the Management Agreement), including, Manager’s waiver in writing of any and all of Manager’s rights of first refusal or similar rights under the Management Agreement, and Manager’s release of Seller and any Affiliate, in connection with Purchaser’s assumption thereof, of Seller’s and its Affiliates’ obligations under the Management Agreement to the extent first accruing from and after the Closing. Seller shall further obtain Manager’s written confirmation and agreement that, upon the assignment and assumption of the Management Agreement, the Management Agreement is and remains in full force and effect in accordance with its terms and conditions, that Manager will perform for the benefit of Purchaser its duties and obligations under the Management Agreement and that the Reserve Fund has been fully funded pursuant to the Management Agreement by Seller. Notwithstanding anything to the contrary contained herein, Seller acknowledges and agrees that Purchaser shall in no event be obligated to agree to any amendment or modification to the terms of the Management Agreement as originally executed by Seller (or any of its predecessors-in-interest) which Purchaser reasonably determines to be material. Any and all third-party out-of-pocket costs and expenses of Manager and its representatives in connection with obtaining the consents, approvals and/or documents set forth in this Section 8.11 shall be borne fifty percent (50%) by each of Seller and Purchaser. The provisions of this Section 8.11 shall survive the Closing.

8.12 Ground Lessor Estoppel and Consent . Seller and Purchaser shall exercise commercially reasonable and good faith efforts to obtain Ground Lessor’s approval to the transactions contemplated in this Agreement (to the extent such approvals are required pursuant to the terms of the Ground Lease), the Ground Lessor Estoppel (which shall include Ground Lessor’s consent to the assignment and assumption of the Ground Lease from Seller to Purchaser), and Ground Lessor’s release of Seller and any Affiliate in connection with Purchaser’s assumption thereof of Seller’s and its Affiliates’ obligations under the Ground Lease to the extent first accruing from and after the Closing. Any and all third-party out-of-pocket costs and expenses of Ground Lessor and its representatives in connection with obtaining the consents, approvals and/or documents set forth in this Section 8.12 shall be borne fifty percent (50%) by each of Seller and Purchaser. The provisions of this Section 8.11 shall survive the Closing.

8.13 Consent of Shula Steakhouse Franchisor . Seller is a party to that certain Shula’s Steak Houses, L.P. Franchise Agreement for Shula’s Steakhouse ® at the JW Marriott in New Orleans, Louisiana, effective as of May 11, 2005, by and between Shula’s Steak Houses, L.P., a Delaware limited partnership, as franchisor (“ Shula Franchisor ”), and Seller, as successor-in-interest to CNL New Orleans, L.P., a Delaware limited partnership, as franchisee, as modified by that certain Extension Agreement dated as of November 2, 2005, and that certain letter agreement dated December 28, 2007 (as so modified, the “ Shula Agreement ”). Following the Effective Date, Seller shall exercise commercially reasonable efforts to cause Shula Franchisor to execute a consent to the assignment of the Shula Agreement from Seller to Purchaser, which shall include, among other things, a waiver of any right of first refusal granted to Shula Franchisor pursuant to the Shula Agreement, and an estoppel certificate from Shula Franchisor, all in form and substance reasonably satisfactory to Purchaser (the “ Shula Consent and Estoppel ”). Delivery of duly executed originals of each of the Shula Consent and Estoppel shall be conditions to Purchaser’s obligations to Closing under this Agreement. Any and all costs and expenses in connection with obtaining the consents, approvals and/or documents set forth in this Section 8.13 shall be borne exclusively by Seller.

8.14 Stock Listing . Purchaser shall use its reasonable best efforts to cause the REIT Shares to be approved for listing on the New York Stock Exchange, subject to official notice of issuance, prior to the Closing Date.

ARTICLE 9. CLOSING CONDITIONS