10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

S	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended December 31, 2010
or
£	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 000-53603

APPLE REIT NINE, INC.
(Exact name of registrant as specified in its charter)

Virginia (State of Organization)	26-1379210 (I.R.S. Employer Identification Number)
814 East Main Street Richmond, Virginia (Address of principal executive offices)	23219 (Zip Code)
(804) 344-8121 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Units (Each Unit is equal to one common share, no par value and one Series A preferred share)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No S

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No S

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer £	Accelerated filer £
Non-accelerated filer S (Do not check if a smaller reporting company)	Smaller reporting company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No S

There is currently no established public market in which the Company’s common shares are traded. Based upon the price that Apple REIT Nine, Inc.’s common equity last sold, which was $11, on June 30, 2010, the aggregate market value of the voting common equity held by non-affiliates of the registrant on such date was $1,477,924,000. The Company does not have any non-voting common equity.

The number of common shares outstanding on March 1, 2011 was 181,714,574.

Documents Incorporated by Reference.

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement for the annual meeting of shareholders to be held on May 12, 2011.

APPLE REIT NINE, INC.
FORM 10-K
Index

			Page
Part I
	Item 1.	Business	2
	Item 1A.	Risk Factors	9
	Item 1B.	Unresolved Staff Comments	11
	Item 2.	Properties	12
	Item 3.	Legal Proceedings	15
	Item 4.	(Removed and Reserved)
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	16
	Item 6.	Selected Financial Data	19
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	34
	Item 8.	Financial Statements and Supplementary Data	35
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	60
	Item 9A.	Controls and Procedures	60
	Item 9B.	Other Information	60
Part III
	Item 10.	Directors, Executive Officers and Corporate Governance	61
	Item 11.	Executive Compensation	61
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	61
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	61
	Item 14.	Principal Accounting Fees and Services	61
Part IV
	Item 15.	Exhibits, Financial Statement Schedules	62
Signatures

This Form 10-K includes references to certain trademarks or service marks. The Hampton InnÒ, Hampton Inn and SuitesÒ, Homewood SuitesÒ by Hilton, Embassy Suites Hotels Ò, Hilton Garden InnÒ, Home2 SuitesÒ by Hilton and HiltonÒ trademarks are the property of Hilton Worldwide or one or more of its affiliates. The CourtyardÒ by Marriott, Fairfield InnÒ by Marriott, Fairfield Inn and SuitesÒ by Marriott, TownePlace SuitesÒ by Marriott, SpringHill SuitesÒ by Marriott, Residence InnÒ by Marriott and MarriottÒ trademarks are the property of Marriott International, Inc. or one of its affiliates. For convenience, the applicable trademark or service mark symbol has been omitted but will be deemed to be included wherever the above referenced terms are used.

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PART I

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Apple REIT Nine, Inc. (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the ability of the Company to implement its acquisition strategy and operating strategy; the Company’s ability to manage planned growth; changes in economic cycles; and competition within the real estate industry. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this Annual Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved. In addition, the Company’s qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code. Readers should carefully review the Company’s financial statements and the notes thereto, as well as the risk factors described in the Company’s filings with the Securities and Exchange Commission and Item 1A.

Item 1. Business

The Company is a Virginia corporation that was formed to invest in hotels, residential apartment communities and other income-producing real estate in selected metropolitan areas in the United States. Initial capitalization occurred on November 9, 2007, when 10 Units, each Unit consisting of one common share and one Series A preferred share, were purchased by Apple Nine Advisors, Inc. (“A9A”) and 480,000 Series B convertible preferred shares were purchased by Glade M. Knight, the Company’s Chairman and Chief Executive Officer. The Company’s first investor closing under its on-going best-efforts offering occurred on May 14, 2008 and the Company began operations on July 31, 2008 when it purchased its first hotel. As of December 31, 2010, the Company owned 76 hotels operating in 26 states. The Company’s real estate portfolio also includes approximately 410 acres of land and improvements located on 111 sites in the Ft. Worth, Texas area that are being leased to a subsidiary of Chesapeake Energy Corporation (“Chesapeake”) for the production of natural gas. The Company completed its best-efforts offering of Units in December 2010.

The Company has elected to be treated as a real estate investment trust (“REIT”) for federal income tax purposes. The REIT Modernization Act, effective January 1, 2001, permits real estate investment trusts to establish taxable businesses to conduct certain previously disallowed business activities. The Company has wholly-owned taxable REIT subsidiaries (collectively, the “Lessee”), which lease all of the Company’s hotels from wholly-owned qualified REIT subsidiaries. The hotels are operated and managed by affiliates of Dimension Development Two, LLC (“Dimension”), Gateway Hospitality Group, Inc. (“Gateway”), Intermountain Management, LLC (“Intermountain”), LBAM-Investor Group, L.L.C. (“LBA”), Fairfield FMC, LLC and SpringHill SMC, LLC, subsidiaries of Marriott International (“Marriott”), MHH Management, LLC (“McKibbon”), Raymond Management Company, Inc. (“Raymond”), Stonebridge Realty Advisors, Inc. (“Stonebridge”), Vista Host, Inc. (“Vista”), Texas Western Management Partners, L.P. (“Western”) and White Lodging Services Corporation (“White”) under separate hotel management agreements.

The Company has no foreign operations or assets and its operating structure includes two segments, hotels and a ground lease. The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation. Refer to Part II, Item 8 of this report, for the consolidated financial statements.

Website Access

The address of the Company’s Internet website is www.applereitnine.com. The Company makes available free of charge through its Internet website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as practicable after the Company electronically files such material with, or furnishes it to, the SEC.

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Business Objectives

The Company’s primary objective is to enhance shareholder value by increasing funds from operations and cash available for distributions through acquisitions and internal growth. The Company’s acquisition strategy includes purchasing hotels in underdeveloped markets with strong brand recognition, high levels of customer satisfaction and the potential for cash flow growth. Although the Company’s primary focus is hotels, the Company has pursued other advantageous buying opportunities for income producing real estate. The internal growth strategy includes utilizing the Company’s asset management expertise to improve the quality of the Company’s properties by, where cost effective, renovating existing properties, aggressively managing rates and partnering with industry leaders in property management and leading brands, thereby improving revenue and operating performance of each property in their individual market. Although there are many factors that influence profitability, including national and local economic conditions, the Company believes its planned acquisitions and strong asset management will improve financial results, although there can be no assurance of these results.

As of December 31, 2010, the Company owned 76 hotels (43 purchased during 2010, 12 acquired during 2009 and 21 acquired during 2008). In addition, as of December 31, 2010, the Company had entered into contracts for the purchase of 12 additional hotels for a total purchase price of approximately $209.2 million. Although the Company is working towards acquiring these hotels, there are many conditions to closing that have not yet been satisfied and there can be no assurance that closings will occur under the outstanding purchase contracts.

The Company also owns approximately 410 acres of land and improvements located on 111 sites in the Ft. Worth, Texas area, which were acquired in April 2009. Simultaneous with the purchase, the Company entered into a ground lease for this real estate with a subsidiary of Chesapeake, a guarantor of the lease. Chesapeake is using the land for natural gas production. The lease has an initial term of 40 years with five renewal options of five years each, and annual rent ranging from approximately $15.2 million to $26.9 million with the average annual rent over the initial term being $21.4 million. Payments under the lease are required to be made monthly in advance. Under the lease, the tenant is responsible for all operating costs associated with the real estate including, maintenance, insurance, property taxes, environmental, zoning, permitting, etc. and the tenant is required to maintain the real estate in good condition. During the term of the lease, the tenant has the option to purchase up to 30 sites (no more than 10 producing natural gas) for $1.4 million per site in years 1-5 of the lease and $1.9 million for the remainder of the lease. For any sites purchased, the annual rent will be reduced proportionately to the remaining sites.

Chesapeake is a publicly held company that is traded on the New York Stock Exchange. Chesapeake is the second-largest independent producer of natural gas in the United States. If Chesapeake does not perform under the lease, the Company would be subject to market conditions at the time of the default and therefore the return on investment could be less than if Chesapeake continues to perform.

Financing

The Company purchased 43 hotels in 2010. The total gross purchase price for these properties was approximately $781.6 million. The Company used the proceeds from its on-going best-efforts offering, completed in December 2010, in addition to assuming secured debt of $42.7 million associated with five of its hotel acquisitions, to fund the purchase price.

The Company has 12 notes payable that were assumed with the acquisition of hotels. These notes have a total outstanding balance of $98.3 million ($94.5 million of secured debt and $3.8 million of unsecured debt) at December 31, 2010, maturity dates ranging from September 2015 to October 2032 and stated interest rates ranging from 0% to 6.6%. The Company’s cash balances at December 31, 2010 totaled $224.1 million. The Company’s principal source of liquidity is cash on hand and the cash flow generated from properties the Company has or will acquire and any short term investments. In addition, the Company may borrow funds, subject to the approval of the Company’s Board of Directors. The Company anticipates that cash flow from operations and cash on hand will be adequate to meet its liquidity requirements, including required distributions to shareholders to maintain its REIT status, property acquisitions under contract, capital expenditures, and debt service. The Company intends to maintain a relatively stable distribution rate instead of raising and lowering the distribution rate with varying economic cycles. Should cash flow from operations not

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be adequate to meet this objective, the Company may utilize additional financing. The Company may also utilize additional financing to complete its remaining acquisition contracts.

Hotel Industry and Competition

The hotel industry is highly competitive. Each of the Company’s hotels is located in a developed area that includes other hotels and competes for guests primarily with other hotels in the Company’s immediate vicinity and secondarily with other hotels in the Company’s geographic market. An increase in the number of competitive hotels in a particular area could have a material adverse effect on the occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”) of the Company’s hotels in that area. The Company believes that brand recognition, location, price and quality (of both the hotel and the services provided) are the principal competitive factors affecting the Company’s hotels. Additionally, general economic conditions in a particular market and nationally impact the performance of the hotel industry.

Hotel Operating Performance

During the period from the Company’s initial formation on November 9, 2007 to July 30, 2008, the Company owned no properties, had no revenue, exclusive of interest income and was primarily engaged in capital formation activities. The Company began operations on July 31, 2008 when it purchased its first hotel. During the remainder of 2008, the Company purchased an additional 20 hotel properties. With the purchase of an additional 12 hotels in 2009 and 43 hotels in 2010, the Company owned 76 hotels as of December 31, 2010. These hotels are located in 26 states with an aggregate of 9,695 rooms and consisted of the following: two Embassy Suites hotels, 17 Hilton Garden Inn hotels, six Homewood Suites hotels, 20 Hampton Inn hotels, 11 Courtyard hotels, six Residence Inn hotels, five SpringHill Suites hotels, five Fairfield Inn hotels, three TownePlace Suites hotels and one full service Marriott hotel.

Room revenue for these hotels for the year ended December 31, 2010 totaled $145.0 million, and the hotels achieved average occupancy of 65%, ADR of $102 and RevPAR of $66 for the period owned in 2010. Room revenue for the year ended December 31, 2009 totaled $76.2 million, and the hotels achieved average occupancy of 62%, ADR of $104 and RevPAR of $64 for the period owned during 2009. Hotel performance is impacted by many factors including the economic conditions in the United States as well as each locality. During the past two years, the overall economy has had a considerable negative impact on both consumer and business travel. However, more recently, the hotel industry has experienced improvements in both leisure and business travel, resulting in an increase in revenue in most markets. Although the industry in general has revenue below pre-recession levels, the industry and the Company have begun to experience improvements in its hotel occupancy levels, as reflected in the overall increase of the Company’s occupancy during 2010 as compared to the prior year. The improvement in occupancy is partially a result of reduced room rates as reflected in the ADR decline in 2010 versus 2009. The Company believes the ADR has stabilized in most markets and should improve slightly in 2011. Additionally, the Company’s hotels continue to be leaders in RevPAR in their respective markets. The Company’s average RevPAR index was 129 for 2010 (the index excludes hotels under renovation or open less than two years). The RevPAR index is a measure of each hotel’s RevPAR compared to the average in the market, with 100 being the average, and is provided by Smith Travel Research, Inc.Ò, an independent company that tracks historical hotel performance in most markets throughout the world. Although it is not possible to predict general economic conditions or their impact on the hotel industry, many industry analysts are forecasting a mid-single digit percentage increase in revenue for 2011 as compared to 2010. The Company will continue to pursue market opportunities to improve revenue.

Management and Franchise Agreements

Each of the Company’s 76 hotels are operated and managed, under separate management agreements, by affiliates of one of the following companies: Dimension, Gateway, Intermountain, LBA, Marriott, McKibbon, Raymond, Stonebridge, Vista, Western or White. The agreements provide for initial terms of one to 30 years. Fees associated with the agreements generally include the payment of base management fees, incentive management fees, accounting fees, and other fees for centralized services which are allocated among all of the hotels that receive the benefit of such services. Base management fees are calculated as a percentage of gross revenues. Incentive management fees are calculated as a percentage of operating profit in excess of a priority return to the Company, as defined in the management agreements. The Company has the option to terminate

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the management agreements if specified performance thresholds are not satisfied. For the years ended December 31, 2010, 2009 and 2008, the Company incurred approximately $5.1 million, $2.6 million and $441,000 in management fees.

Dimension, Gateway, Intermountain, LBA, McKibbon, Raymond, Stonebridge, Vista, Western and White are not affiliated with either Marriott or Hilton, and as a result, the hotels they manage were required to obtain separate franchise agreements with each respective franchisor. The Hilton franchise agreements generally provide for an initial term of 10 to 20 years. Fees associated with the agreements generally include the payment of royalty fees and program fees. The Marriott franchise agreements generally provide for initial terms of 13 to 28 years. Fees associated with the agreements generally include the payment of royalty fees, marketing fees, reservation fees and a communications support fee based on room revenues. For the years ended December 31, 2010, 2009 and 2008, the Company incurred approximately $6.2 million, $3.4 million and $468,000 in franchise fees.

Hotel Maintenance and Renovation

The hotels have an ongoing need for renovation and refurbishment. Under various hotel management agreements, the Company has agreed to fund expenditures for periodic repairs, replacement or refurbishment of furniture, fixtures and equipment for the hotels in an amount equal to a certain percentage of gross revenues. In addition, other capital improvement projects may be directly funded by the Company. During 2010 and 2009, the Company’s capital improvements on existing hotels were approximately $9.9 million and $11.8 million.

Employees

The Company does not have any employees. During 2010, all employees involved in the day-to-day operation of the Company’s hotels were employed by third party management companies engaged pursuant to the hotel management agreements. The Company utilizes, through an advisory agreement for corporate and strategic support, personnel from A9A which in turn utilizes personnel from Apple REIT Six, Inc.

Environmental Matters

In connection with each of the Company’s acquisitions, the Company obtains a Phase I Environmental Report and additional environmental reports and surveys, as are necessitated by the preliminary report. Based on the reports, the Company is not aware of any environmental situations requiring remediation at the Company’s properties, which have not been, or are not currently being remediated as necessary. No material remediation costs have occurred or are expected to occur. Under various laws, owners as well as tenants and operators of real estate may be required to investigate and clean up or remove hazardous substances present at or migrating from properties they own, lease or operate and may be held liable for property damage or personal inquires that result from hazardous substances. These laws also expose the Company to the possibility that it may become liable to reimburse governments for damages and costs they incur in connection with hazardous substances.

Seasonality

The hotel industry historically has been seasonal in nature. Seasonal variations in occupancy at the Company’s hotels may cause quarterly fluctuations in its revenues. To the extent that cash flow from operations is insufficient during any quarter, due to temporary or seasonal fluctuations in revenue, the Company expects to utilize cash on hand or if necessary any available other financing sources to make distributions.

Property Acquisitions

The Company acquired a total of 43 hotels during 2010. The following table sets forth the location, brand, manager, gross purchase price, number of hotel rooms and date of purchase by the Company for each property. All dollar amounts are in thousands.

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Location	Brand	Manager	Gross Purchase Price			Rooms		Date of Purchase
Houston, TX	Marriott	Western		$	50,750		206		1/8/2010
Albany, GA	Fairfield Inn & Suites	LBA			7,920		87		1/14/2010	(a)
Panama City, FL	TownePlace Suites	LBA			10,640		103		1/19/2010
Clovis, CA	Homewood Suites	Dimension			12,435		83		2/2/2010
Jacksonville, NC	TownePlace Suites	LBA			9,200		86		2/16/2010
Miami, FL	Hampton Inn & Suites	Dimension			11,900		121		4/9/2010
Anchorage, AK	Embassy Suites	Stonebridge			42,000		169		4/30/2010
Boise, ID	Hampton Inn & Suites	Raymond			22,370		186		4/30/2010
Rogers, AR	Homewood Suites	Raymond			10,900		126		4/30/2010
St. Louis, MO	Hampton Inn & Suites	Raymond			16,000		126		4/30/2010
Oklahoma City, OK	Hampton Inn & Suites	Raymond			32,657		200		5/28/2010
Ft Worth, TX	TownePlace Suites	Western			18,435		140		7/19/2010
Lafayette, LA	Hilton Garden Inn	LBA			17,261		153		7/30/2010
West Monroe, LA	Hilton Garden Inn	InterMountain			15,639		134		7/30/2010
Silver Spring, MD	Hilton Garden Inn	White			17,400		107		7/30/2010
Rogers, AR	Hampton Inn	Raymond			9,600		122		8/31/2010
St. Louis, MO	Hampton Inn	Raymond			23,000		190		8/31/2010
Kansas City, MO	Hampton Inn	Raymond			10,130		122		8/31/2010
Alexandria, LA	Courtyard	LBA			9,915		96		9/15/2010
Grapevine, TX	Hilton Garden Inn	Western			17,000		110		9/24/2010
Nashville, TN	Hilton Garden Inn	Vista			42,667		194		9/30/2010
Indianapolis, IN	SpringHill Suites	White			12,800		130		11/2/2010
Mishawaka, IN	Residence Inn	White			13,700		106		11/2/2010
Phoenix, AZ	Courtyard	White			16,000		164		11/2/2010
Phoenix, AZ	Residence Inn	White			14,000		129		11/2/2010
Mettawa, IL	Residence Inn	White			23,500		130		11/2/2010
Mettawa, IL	Hilton Garden Inn	White			30,500		170		11/2/2010
Austin, TX	Hilton Garden Inn	White			16,000		117		11/2/2010
Novi, MI	Hilton Garden Inn	White			16,200		148		11/2/2010
Warrenville, IL	Hilton Garden Inn	White			22,000		135		11/2/2010
Schaumburg, IL	Hilton Garden Inn	White			20,500		166		11/2/2010
Salt Lake City, UT	SpringHill Suites	White			17,500		143		11/2/2010
Austin, TX	Fairfield Inn & Suites	White			17,750		150		11/2/2010
Austin, TX	Courtyard	White			20,000		145		11/2/2010
Chandler, AZ	Courtyard	White			17,000		150		11/2/2010
Chandler, AZ	Fairfield Inn & Suites	White			12,000		110		11/2/2010
Tampa, FL	Embassy Suites	White			21,800		147		11/2/2010
Andover, MA	SpringHill Suites	Marriott			6,500		136		11/5/2010
Philadelphia (Collegeville), PA	Courtyard	White			20,000		132		11/15/2010
Holly Springs, NC	Hampton Inn	LBA			14,880		124		11/30/2010
Philadelphia (Malvern), PA	Courtyard	White			21,000		127		11/30/2010
Arlington, TX	Hampton Inn & Suites	Western			9,900		98		12/1/2010
Irving, TX	Homewood Suites	Western			10,250		77		12/29/2010
Total				$	781,599		5,795

^(a) Purchase contract includes a provision for an additional $500,000 to be paid to the seller if certain earnings targets are met over the 15 months subsequent to acquisition.

The purchase price for these properties, net of debt assumed, was funded primarily by the Company’s on-going best-efforts offering of Units. The Company assumed approximately $42.7 million of debt during 2010, associated with five of its hotel acquisitions. The following table summarizes the interest rate, maturity date and principal amount assumed associated with each mortgage. All dollar amounts are in thousands.

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Location	Brand	Interest Rate			Maturity Date		Principal Assumed
Rogers, AR	Hampton Inn		5.20	%		9/1/2015		$	8,337
St. Louis, MO	Hampton Inn		5.30	%		9/1/2015			13,915
Kansas City, MO	Hampton Inn		5.45	%		10/1/2015			6,517
Philadelphia (Malvern), PA	Courtyard		6.50	%		10/1/2032			7,894
Irving, TX	Homewood Suites		5.83	%		4/11/2017			6,052
								$	42,715

The Company also used the proceeds of its on-going best-efforts offering to pay approximately $15.6 million, representing 2% of the gross purchase price for these properties, as a brokerage commission to Apple Suites Realty Group, Inc. (“ASRG”), 100% owned by Glade M. Knight, the Company’s Chairman and Chief Executive Officer.

Potential Acquisitions and Construction Projects

As of December 31, 2010, the Company had outstanding contracts for the potential purchase of 12 additional hotels for a total purchase price of $209.2 million. Of these 12 hotels, five are under construction and should be completed over the next three to 18 months. The seven existing hotels are expected to close by the end of the second quarter of 2011. Although the Company is working towards acquiring these hotels, there are many conditions to closing that have not yet been satisfied and there can be no assurance that closings will occur under the outstanding purchase contracts. The following table summarizes the location, brand, number of rooms, refundable (if the seller does not meet its obligations under the contract) contract deposits paid, and gross purchase price for each of the contracts. All dollar amounts are in thousands.

Location	Brand	Rooms		Deposits Paid			Gross Purchase Price
Operating(a)
Jacksonville, NC	Fairfield Inn & Suites		79		$	125		$	7,800
Texarkana, TX	Hampton Inn & Suites		81			100			9,100	(d)
Manassas, VA	Residence Inn		107			125			14,900
Mount Laurel, NJ	Homewood Suites		118			125			15,000
San Bernardino, CA	Residence Inn		95			125			13,600
West Orange, NJ	Courtyard		131			125			21,500
Dallas, TX	Hilton		224			1,000			41,000	(d)
Under Construction(b)
Santa Ana, CA	Courtyard		155			5,920			24,800
Lafayette, LA	SpringHill Suites		103			3			10,232	(c)
Tucson, AZ	TownePlace Suites		124			3,963			15,852	(c)
El Paso, TX	Hilton Garden Inn		145			10			19,974	(c)
Nashville, TN	Home2 by Hilton		110			500			15,400
			1,472		$	12,121		$	209,158

(a)	The hotels are currently operational and assuming all conditions to closing are met should close within three to four months from December 31, 2010.
(b)	The hotels are currently under construction. The table shows the expected number of rooms upon hotel completion and the expected franchise. Assuming all conditions to closing are met should close within the next 18 months from December 31, 2010.
(c)	If the seller meets all of the conditions to closing, the Company is obligated to specifically perform under the contract. As the properties are under construction, at this time, the seller has not met all of the conditions to closing.
(d)	Purchase contract for these hotels require the Company to assume approximately $26.2 million in mortgage debt. The loans provide for monthly payments of principal and interest on an amortized basis.

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Also, the Company has two development projects in process. During 2009, the Company acquired land in Alexandria, Virginia totaling $5.1 million, for the planned construction of a SpringHill Suites hotel to be completed in March 2011. Upon completion, it is expected that the hotel will contain approximately 152 guest rooms and will be managed by Marriott. As of December 31, 2010, the Company has incurred $14.8 million in construction costs and anticipates the total cost to be approximately $25 million. The second project is for the development of a Courtyard and Residence Inn on a single site in Richmond, Virginia. This project is only in the planning phase and is subject to numerous conditions prior to starting construction; therefore, there can be no assurance that the project will be completed.

With the exception of one purchase contract entered into in January 2011, the Company does not plan to enter into contracts for the acquisition of any hotels other than the ones discussed in this section.

Related Parties

The Company has, and is expected to continue to engage in, significant transactions with related parties. These transactions cannot be construed to be at arm’s length and the results of the Company’s operations may be different than if conducted with non-related parties. The Company’s independent members of the Board of Directors oversee and annually review the Company’s related party relationships (which include the relationships discussed in this section) and are required to approve any significant modifications to the contracts, as well as any new significant related party transactions. There were no changes to the contracts discussed in this section and the Board of Directors approved the purchase of the note discussed below. The Board of Directors is not required to approve each individual transaction that falls under the related party relationships. However, under the direction of the Board of Directors, at least one member of the Company’s senior management team approves each related party transaction.

The Company has a contract with ASRG, to acquire and dispose of real estate assets for the Company. A fee of 2% of the gross purchase price or gross sale price in addition to certain reimbursable expenses is paid to ASRG for these services. As of December 31, 2010, payments to ASRG for fees under the terms of this contract have totaled approximately $29.1 million since inception.

The Company is party to an advisory agreement with A9A to provide management services to the Company. An annual fee ranging from 0.1% to 0.25% of total equity proceeds received by the Company, in addition to certain reimbursable expenses, are payable for these services. Total advisory fees and reimbursable expenses incurred by the Company under the advisory agreement are included in general and administrative expenses and totaled approximately $3.6 million, $2.4 million and $766,000 for the years ended December 31, 2010, 2009 and 2008, respectively. Of this total expense, approximately $1.5 million, $722,000 and $171,000 were fees paid to A9A and $2.1 million, $1.7 million and $.6 million were expenses reimbursed (or paid directly to AR6 on behalf of A9A or ASRG) by A9A or ASRG to AR6 for the years ended December 31, 2010, 2009 and 2008. The expenses reimbursed are approximately $1.1 million, $.9 million and $.3 million, respectively, for costs reimbursed under the contract with ASRG and approximately $1.0 million, $.8 million and $.3 million respectively of costs reimbursed under the contract with A9A.

The advisors are staffed with personnel of Apple REIT Six, Inc. (“AR6”). AR6 provides similar staffing for Apple Six Advisors, Inc. (“A6A”), Apple Seven Advisors, Inc. (“A7A”), Apple Eight Advisors, Inc. (“A8A”) and Apple Ten Advisors, Inc. (“A10A”). A6A, A7A, A8A and A10A provide management services to, respectively, AR6, Apple REIT Seven, Inc., Apple REIT Eight, Inc. and Apple REIT Ten, Inc. Although there is a potential conflict on time allocation of employees due to the fact that a senior manager, officer or staff member will provide services to more than one company, the Company believes that the executives and staff compensation sharing arrangement allows the companies to share costs yet attract and retain superior executives and staff. The cost sharing structure also allows each entity to maintain a much more cost effective structure than having separate staffing arrangements. Amounts reimbursed to AR6 include both compensation for personnel and “overhead” (office rent, utilities, benefits, office supplies, etc.) utilized by the companies. The allocation of costs from AR6 is made by the management of the several REITs and is reviewed at least annually by the Compensation Committees of the several REITs. In making the allocation, management and the Compensation Committee, consider all relevant facts related to the Company’s level of business activity and the extent to which the Company requires the services of particular personnel of AR6. Such payments are based on the actual costs of the services and are not based on formal record keeping regarding the time these personnel devote to the Company, but are based on a good faith estimate by the employee and/or his or her

8

supervisor of the time devoted by the employee to the Company. As part of this arrangement, the day to day transactions may result in amounts due to or from the noted related parties. To efficiently manage cash disbursements, the individual companies may make payments for any or all of the related companies. The amounts due to or from the related individual companies are reimbursed or collected and are not significant in amount.

ASRG, A6A, A7A, A8A, A9A and A10A are 100% owned by Glade M. Knight, Chairman and Chief Executive Officer of the Company. Mr. Knight is also Chairman and Chief Executive Officer of AR6, Apple REIT Seven, Inc., Apple REIT Eight, Inc. and Apple REIT Ten, Inc. (a newly formed REIT). Members of the Company’s Board of Directors are also on the Board of Directors of AR6, Apple REIT Seven, Inc. and Apple REIT Eight, Inc.

The Company is a member of Apple Air Holding, LLC (“Apple Air”) which owns two Lear jets for acquisition, asset management and renovation purposes. The other members of Apple Air are AR6, Apple REIT Seven, Inc. and Apple REIT Eight, Inc.

Due to the significant discount offered by the original lender, in October 2010, the Company purchased a mortgage note with an outstanding balance of approximately $11.3 million for a total purchase price of approximately $10.8 million from an unrelated third party. The note balance net of unamortized discount totaled $10.9 million as of December 31, 2010. The interest rate on this mortgage is a variable rate based on the 3-month LIBOR, and as is currently 5.0%. The note requires monthly payments of principal and interest and matures on February 1, 2012. The borrower on the note is Apple Eight SPE Columbia, Inc., an indirect wholly owned subsidiary of Apple REIT Eight, Inc. and the note is secured by a Hilton Garden Inn hotel located in Columbia, South Carolina.

Item 1A. Risk Factors

The following describes several risk factors which are applicable to the Company.

Hotel Operations

The Company’s hotels are subject to all of the risks common to the hotel industry. These risks could adversely affect hotel occupancy and the rates that can be charged for hotel rooms as well as hotel operating expenses, and generally include:

• increases in supply of hotel rooms that exceed increases in demand;

• increases in energy costs and other travel expenses that reduce business and leisure travel;

• reduced business and leisure travel due to continued geo-political uncertainty, including terrorism;

• adverse effects of declines in general and local economic activity; and

• adverse effects of a downturn in the hotel industry.

General Economic Conditions

Changes in general or local economic or market conditions, increased costs of energy, increased costs of insurance, increased costs of products, increased costs and shortages of labor, competitive factors, fuel shortages, quality of management, the ability of a hotel chain to fulfill any obligations to operators of its hotel business, limited alternative uses for the building, changing consumer habits, condemnation or uninsured losses, changing demographics, changing traffic patterns, inability to remodel outmoded buildings as required by the franchise or lease agreement and other factors beyond the Company’s control may reduce the value of properties that the Company owns. As a result, cash available to make distributions to shareholders may be affected.

Hospitality Industry

The success of the Company’s properties will depend largely on the property operators’ ability to adapt to dominant trends in the hotel industry as well as greater competitive pressures, increased consolidation, industry overbuilding, dependence on consumer spending patterns and changing demographics, the introduction of new concepts and products, availability of labor, price levels and general economic conditions. The success of a

9

particular hotel brand, the ability of a hotel brand to fulfill any obligations to operators of its business, and trends in the hotel industry may affect the Company’s income and the funds it has available to distribute to shareholders.

The hospitality industry could also experience a significant decline in occupancy and average daily rates due to a reduction in both business and leisure travel. General economic conditions, increased fuel costs, natural disasters and terrorist attacks are a few factors that could affect an individual’s willingness to travel. The Company’s property insurance will typically cover losses for property damage due to terrorist attacks or natural disasters (subject to policy deductibles). However, the Company is not insured against the potential negative effect a terrorist attack or natural disaster would have on the hospitality industry as a whole.

Current General Economic Slowdown in the Lodging Industry

A recessionary environment, and uncertainty over its depth and duration, continues to have a negative impact on the lodging industry. There is some general consensus among economists that the economy in the United States has emerged from the recessionary environment of 2009, but high unemployment levels and sluggish business and consumer travel trends were evident in 2010; as a result the Company continues to experience reduced revenue as compared to pre-recessionary periods. Accordingly, financial results have been impacted by the economic slowdown, and future financial results and growth could be further harmed until a more expansive national economic environment is prevalent.

Seasonality

The hotel industry is seasonal in nature. Generally, occupancy rates and hotel revenues are greater in the second and third quarters than in the first and fourth quarters. As a result, there may be quarterly fluctuations in results of operations and the Company may need to enter into short-term borrowing in certain periods in order to offset these fluctuations in revenues and to make distributions to shareholders.

Franchise Agreements

The Company’s wholly-owned taxable REIT subsidiaries (or subsidiaries thereof), operate all of the properties pursuant to franchise or license agreements with nationally recognized hotel brands. These franchise agreements contain specific standards for, and restrictions and limitations on, the operation and maintenance of the Company’s properties in order to maintain uniformity within the franchisor system. These standards could potentially conflict with the Company’s ability to create specific business plans tailored to each property and to each market.

Competition

The hotel industry is highly competitive. Each of the Company’s hotels is located in a developed area that includes other hotels and competes for guests primarily with other hotels in the Company’s immediate vicinity and secondarily with other hotels in the Company’s geographic market. An increase in the number of competitive hotels in a particular area could have a material adverse effect on the occupancy, average daily rate and revenue per available room of the Company’s hotels in that area. In addition, increases in operating costs due to inflation may not be offset by increased room rates.

Significant Tenant

The Company has approximately 410 acres of land and improvements located on 111 sites in the Ft. Worth, Texas area that are leased to one tenant under a long term lease. The leased real estate is being used by the tenant for natural gas production and is subject to a 40 year lease. The purchase price for the land and improvements was approximately $145 million. The rental income generated from the leased properties represents approximately 12% of the Company’s total revenue. If the tenant does not perform under the lease, the Company would be subject to market conditions at the time of default. Therefore the return on the investment in the real estate could be less than if the tenant performs under the lease.

10

Transferability of Shares

There is and will be no public trading market for the common shares and the Series A preferred shares for an indefinite period of time, if ever. Therefore, the Units are and will be highly illiquid and very difficult to trade. In addition, there are restrictions on the transfer of the common shares. In order to qualify as a REIT, the shares must be beneficially owned by 100 or more persons and no more than 50% of the value of the Company’s issued and outstanding shares may be owned directly or indirectly by five or fewer individuals. Therefore, the Company’s bylaws provide that no person may own more than 9.8% of the issued and outstanding Units. Any purported transfer of the Company’s shares that would result in a violation of either of these limits will be declared null and void.

Qualification as a REIT

The rules governing a REIT are highly technical and complex. They require ongoing compliance with and interpretation of a variety of tests and regulations that depend on, among other things, future operations. While the Company expects to satisfy these tests, it cannot ensure it will qualify as a REIT for any particular year. There is also the risk that the applicable laws governing a REIT could be changed, which could adversely affect the Company and its shareholders.

Distributions to Shareholders

If the Company’s properties do not generate sufficient revenue to meet operating expenses, the Company’s cash flow and the Company’s ability to make distributions to shareholders may be adversely affected. The Company is subject to all operating risks common to hotels. These risks might adversely affect occupancy or room rates. Increases in operating costs due to inflation and other factors may not necessarily be offset by increased room rates. The local, regional and national hotel markets may limit the extent to which room rates may be increased to meet increased operating expenses without decreasing occupancy rates. While the Company intends to make monthly distributions to shareholders, there can be no assurance that the Company will be able to make distributions at any particular time or rate, or at all. Further, there is no assurance that a distribution rate achieved for a particular period will be maintained in the future. Also, while management may establish goals as to particular rates of distribution or have an intention to make distributions at a particular rate, there can be no assurance that such goals or intentions will be realized.

The Company’s objective in setting a distribution rate is to project a rate that will provide consistency over the life of the Company, taking into account acquisitions and capital improvements, ramp up of new properties and varying economic cycles. The Company anticipates that it may need to utilize debt, offering proceeds and cash from operations to meet this objective. The Company evaluates the distribution rate on an ongoing basis and may make changes at any time if the Company feels the rate is not appropriate based on available cash resources.

While the Company generally seeks to make distributions from its operating cash flows, distributions may be made (although there is no obligation to do so) in certain circumstances in part from financing proceeds or other sources, such as proceeds from the offering of Units. While distributions from such sources would result in the shareholder receiving cash, the consequences to the shareholders would differ from a distribution from the Company’s operating cash flows. For example, if financing is the source of a distribution, that financing would have to be repaid, and if proceeds from the offering of Units are distributed, those proceeds would not then be available for other uses (such as property acquisitions or improvements).

Financing Risks

Although the Company anticipates maintaining relatively low levels of debt, it may periodically use short-term financing to acquire properties, perform renovations to its properties or make shareholder distributions in periods of fluctuating income from its properties. The debt markets have been volatile and subject to increased regulation, and as a result, the Company may not be able to use debt to meet its cash requirements.

Item 1B. Unresolved Staff Comments

Not applicable.

11

Item 2. Properties

As of December 31, 2010, the Company owned 76 hotels located in 26 states with an aggregate of 9,695 rooms, consisting of the following:

Brand	Total by Brand		Number of Rooms
Hampton Inn		20		2,447
Hilton Garden Inn		17		2,364
Courtyard		11		1,403
Homewood Suites		6		617
Fairfield Inn		5		613
TownePlace Suites		3		329
Residence Inn		6		672
SpringHill Suites		5		728
Marriott		1		206
Embassy Suites		2		316
		76		9,695

During 2009, the Company acquired land in Alexandria, Virginia totaling $5.1 million, for the planned construction of a SpringHill Suites hotel to be completed in March 2011. Upon completion, it is expected that the hotel will contain approximately 152 guest rooms and will be managed by Marriott. As of December 31, 2010, the Company has incurred $14.8 million in construction costs and anticipates the total cost to be approximately $25 million.

The Company’s real estate portfolio also includes approximately 410 acres of land and improvements located on 111 sites in the Ft. Worth, Texas area (acquired in April 2009) that are being leased to a subsidiary of Chesapeake for the production of natural gas. The purchase price for the land and improvements was approximately $145 million.

The following table includes the location of each property, the date of construction (if applicable), the date acquired, encumbrances (if any), initial acquisition cost, gross carrying value and the number of rooms of each hotel.

12

REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2010
(dollars in thousands)

City	State	Description	Encumbrances			Initial Cost						Subsequently Capitalized			Total Gross Cost			Acc. Deprec.				Date of Construction		Date Acquired	Depreciable Life		# of Rooms
												Bldg. Imp. & FF&E
						Land/Land Improvements			Bldg./FF&E
Hotels Owned:
Anchorage	AK	Embassy Suites		$	—		$	2,955		$	39,053		$	34		$	42,042		$	(956	)		2008	Apr-10		3 - 39 yrs.		169
Dothan	AL	Hilton Garden Inn			—			1,037			10,581			3			11,621			(651	)		2009	Jun-09		3 - 39 yrs.		104
Troy	AL	Courtyard			—			582			8,270			—			8,852			(527	)		2009	Jun-09		3 - 39 yrs.		90
Rogers	AR	Hampton Inn			8,286			961			8,483			5			9,449			(132	)		1998	Aug-10		3 - 39 yrs.		122
Rogers	AR	Homewood Suites			—			1,375			9,514			15			10,904			(277	)		2006	Apr-10		3 - 39 yrs.		126
Chandler	AZ	Courtyard			—			1,061			16,014			—			17,075			(92	)		2009	Nov-10		3 - 39 yrs.		150
Chandler	AZ	Fairfield Inn & Suites			—			778			11,272			—			12,050			(64	)		2009	Nov-10		3 - 39 yrs.		110
Phoenix	AZ	Courtyard			—			1,413			14,669			—			16,082			(79	)		2007	Nov-10		3 - 39 yrs.		164
Phoenix	AZ	Residence Inn			—			1,111			12,953			—			14,064			(74	)		2008	Nov-10		3 - 39 yrs.		129
Tucson	AZ	Hilton Garden Inn			—			1,008			17,922			7			18,937			(1,582	)		2008	Jul-08		3 - 39 yrs.		125
Clovis	CA	Hampton Inn & Suites			—			1,287			9,888			—			11,175			(525	)		2009	Jul-09		3 - 39 yrs.		86
Clovis	CA	Homewood Suites			—			1,500			10,970			—			12,470			(360	)		2010	Feb-10		3 - 39 yrs.		83
Santa Clarita	CA	Courtyard			—			4,580			18,710			9			23,299			(1,535	)		2007	Sep-08		3 - 39 yrs.		140
Santa Clarita	CA	Fairfield Inn			—			1,874			7,743			435			10,052			(544	)		1996	Oct-08		3 - 39 yrs.		66
Santa Clarita	CA	Hampton Inn			—			1,819			15,754			1,124			18,697			(1,366	)		1987	Oct-08		3 - 39 yrs.		128
Santa Clarita	CA	Residence Inn			—			2,547			14,485			1,008			18,040			(1,126	)		1996	Oct-08		3 - 39 yrs.		90
Pueblo	CO	Hampton Inn & Suites			—			899			7,418			1,218			9,535			(701	)		2000	Oct-08		3 - 39 yrs.		81
Fort Lauderdale	FL	Hampton Inn			—			2,241			17,584			1,077			20,902			(1,178	)		2000	Dec-08		3 - 39 yrs.		109
Miami	FL	Hampton Inn & Suites			—			1,972			9,987			1,074			13,033			(278	)		2000	Apr-10		3 - 39 yrs.		121
Orlando	FL	Fairfield Inn & Suites			—			3,140			22,580			49			25,769			(1,176	)		2009	Jul-09		3 - 39 yrs.		200
Orlando	FL	SpringHill Suites			—			3,140			25,780			—			28,920			(1,362	)		2009	Jul-09		3 - 39 yrs.		200
Panama City	FL	Hampton Inn & Suites			—			1,605			9,995			12			11,612			(666	)		2009	Mar-09		3 - 39 yrs.		95
Panama City	FL	TownePlace Suites			—			908			9,549			—			10,457			(348	)		2010	Jan-10		3 - 39 yrs.		103
Tampa	FL	Embassy Suites			—			1,824			20,058			—			21,882			(103	)		2007	Nov-10		3 - 39 yrs.		147
Albany	GA	Fairfield Inn & Suites			—			899			7,263			—			8,162			(273	)		2010	Jan-10		3 - 39 yrs.		87
Boise	ID	Hampton Inn & Suites			—			1,335			21,114			2			22,451			(521	)		2007	Apr-10		3 - 39 yrs.		186
Mettawa	IL	Hilton Garden Inn			—			2,246			28,328			—			30,574			(145	)		2008	Nov-10		3 - 39 yrs.		170
Mettawa	IL	Residence Inn			—			1,722			21,843			—			23,565			(112	)		2008	Nov-10		3 - 39 yrs.		130
Schaumburg	IL	Hilton Garden Inn			—			1,450			19,122			—			20,572			(105	)		2008	Nov-10		3 - 39 yrs.		166
Warrenville	IL	Hilton Garden Inn			—			1,171			20,894			—			22,065			(108	)		2008	Nov-10		3 - 39 yrs.		135
Indianapolis	IN	SpringHill Suites			—			1,310			11,542			—			12,852			(61	)		2007	Nov-10		3 - 39 yrs.		130
Mishawaka	IN	Residence Inn			—			898			12,862			—			13,760			(67	)		2007	Nov-10		3 - 39 yrs.		106
Alexandria	LA	Courtyard			—			1,099			8,827			—			9,926			(113	)		2010	Sep-10		3 - 39 yrs.		96
Baton Rouge	LA	SpringHill Suites			—			1,280			13,870			9			15,159			(671	)		2009	Sep-09		3 - 39 yrs.		119
Lafayette	LA	Hilton Garden Inn			—			—			17,898			23			17,921			(273	)		2006	Jul-10		3 - 39 yrs.		153
West Monroe	LA	Hilton Garden Inn			—			832			14,872			4			15,708			(238	)		2007	Jul-10		3 - 39 yrs.		134
Andover	MA	SpringHill Suites			—			701			5,799			—			6,500			(30	)		2000	Nov-10		3 - 39 yrs.		136
Silver Spring	MD	Hilton Garden Inn			—			1,361			16,094			3			17,458			(274	)		2010	Jul-10		3 - 39 yrs.		107
Novi	MI	Hilton Garden Inn			—			1,213			15,052			—			16,265			(85	)		2008	Nov-10		3 - 39 yrs.		148
Rochester	MN	Hampton Inn & Suites			—			916			13,225			14			14,155			(695	)		2009	Aug-09		3 - 39 yrs.		124
Kansas City	MO	Hampton Inn			6,479			726			9,363			4			10,093			(148	)		1999	Aug-10		3 - 39 yrs.		122
St. Louis	MO	Hampton Inn & Suites			—			758			15,287			11			16,056			(350	)		2006	Apr-10		3 - 39 yrs.		126
St. Louis	MO	Hampton Inn			13,831			1,758			20,954			62			22,774			(271	)		2003	Aug-10		3 - 39 yrs.		190
Hattiesburg	MS	Residence Inn			—			911			9,146			3			10,060			(723	)		2008	Dec-08		3 - 39 yrs.		84
Charlotte	NC	Homewood Suites			—			1,071			4,925			3,332			9,328			(902	)		1990	Sep-08		3 - 39 yrs.		112
Durham	NC	Homewood Suites			—			1,236			18,339			1,832			21,407			(1,258	)		1999	Dec-08		3 - 39 yrs.		122
Holly Springs	NC	Hampton Inn			—			1,620			13,260			—			14,880			(83	)		2010	Nov-10		3 - 39 yrs.		124
Jacksonville	NC	TownePlace Suites			—			632			8,608			6			9,246			(269	)		2008	Feb-10		3 - 39 yrs.		86
Twinsburg	OH	Hilton Garden Inn			—			1,424			16,609			586			18,619			(1,274	)		1999	Oct-08		3 - 39 yrs.		142
Oklahoma City	OK	Hampton Inn & Suites			—			1,430			31,327			9			32,766			(676	)		2009	May-10		3 - 39 yrs.		200
Collegeville	PA	Courtyard			—			2,115			17,953			8			20,076			(82	)		2005	Nov-10		3 - 39 yrs.		132
Malvern	PA	Courtyard			7,880			996			20,374			2			21,372			(99	)		2007	Nov-10		3 - 39 yrs.		127
Pittsburgh	PA	Hampton Inn			—			2,510			18,530			1,071			22,111			(1,245	)		1990	Dec-08		3 - 39 yrs.		132
Jackson	TN	Courtyard			—			990			14,652			—			15,642			(1,045	)		2008	Dec-08		3 - 39 yrs.		94
Jackson	TN	Hampton Inn & Suites			—			695			12,278			11			12,984			(841	)		2007	Dec-08		3 - 39 yrs.		83
Johnson City	TN	Courtyard			—			1,105			8,632			—			9,737			(442	)		2009	Sep-09		3 - 39 yrs.		90
Nashville	TN	Hilton Garden Inn			—			3,937			38,814			3			42,754			(414	)		2009	Sep-10		3 - 39 yrs.		194
Allen	TX	Hampton Inn & Suites			—			1,449			11,449			258			13,156			(1,023	)		2006	Sep-08		3 - 39 yrs.		103
Allen	TX	Hilton Garden Inn			10,401			2,137			16,724			2,714			21,575			(1,649	)		2002	Oct-08		3 - 39 yrs.		150
Arlington	TX	Hampton Inn & Suites			—			1,217			8,738			—			9,955			(24	)		2007	Dec-10		3 - 39 yrs.		98
Austin	TX	Courtyard			—			1,580			18,492			—			20,072			(102	)		2009	Nov-10		3 - 39 yrs.		145
Austin	TX	Hampton Inn			7,274			1,459			17,184			1,608			20,251			(1,082	)		1997	Apr-09		3 - 39 yrs.		124
Austin	TX	Hilton Garden Inn			—			1,614			14,451			—			16,065			(78	)		2008	Nov-10		3 - 39 yrs.		117

13

REAL ESTATE AND ACCUMULATED DEPRECIATION—(Continued)
As of December 31, 2010
(dollars in thousands)

City	State	Description	Encumbrances			Initial Cost						Subsequently Capitalized			Total Gross Cost			Acc. Deprec.				Date of Construction		Date Acquired	Depreciable Life		# of Rooms
												Bldg. Imp. & FF&E
						Land/Land Improvements			Bldg./FF&E
Austin	TX	Homewood Suites			7,279			1,898			16,462			1,969			20,329			(1,026	)		1997	Apr-09		3 - 39 yrs.		97
Austin	TX	Fairfield Inn & Suites			—			1,306			16,504			—			17,810			(92	)		2009	Nov-10		3 - 39 yrs.		150
Beaumont	TX	Residence Inn			—			1,181			16,176			2			17,359			(1,334	)		2008	Oct-08		3 - 39 yrs.		133
Duncanville	TX	Hilton Garden Inn			13,560			2,387			15,926			448			18,761			(1,532	)		2005	Oct-08		3 - 39 yrs.		142
Fort Worth	TX	TownePlace Suites			—			2,104			16,311			—			18,415			(276	)		2010	Jul-10		3 - 39 yrs.		140
Frisco	TX	Hilton Garden Inn			—			2,518			12,970			2			15,490			(978	)		2008	Dec-08		3 - 39 yrs.		102
Grapevine	TX	Hilton Garden Inn			—			1,522			15,543			—			17,065			(179	)		2009	Sep-10		3 - 39 yrs.		110
Houston	TX	Marriott			—			4,143			46,623			—			50,766			(1,597	)		2010	Jan-10		3 - 39 yrs.		206
Irving	TX	Homewood Suites			6,041			705			9,610			—			10,315			(25	)		2006	Dec-10		3 - 39 yrs.		77
Lewisville	TX	Hilton Garden Inn			—			3,372			23,908			39			27,319			(2,056	)		2007	Oct-08		3 - 39 yrs.		165
Round Rock	TX	Hampton Inn			4,017			865			10,999			659			12,523			(662	)		2001	Mar-09		3 - 39 yrs.		93
Salt Lake City	UT	SpringHill Suites			—			1,092			16,465			—			17,557			(90	)		2009	Nov-10		3 - 39 yrs.		143
Bristol	VA	Courtyard			9,514			1,729			19,156			782			21,667			(1,363	)		2004	Nov-08		3 - 39 yrs.		175
Total hotels owned					94,562			118,242			1,200,579			21,546			1,340,367			(44,763	)							9,695
Other real estate investments:
Ft Worth	TX	Land leased to third party			—			148,677			—			8			148,685			(4,199	)			Apr-09				—
Alexandria	VA	Hotel under construction			—			5,968			—			14,766			20,734			—				Mar-09				—
Other					—			—			—			1,098			1,098			—								—
				$	94,562		$	272,887		$	1,200,579		$	37,418		$	1,510,884		$	(48,962	)							9,695

14

Investment in real estate at December 31, 2010, consisted of the following (in thousands):

Land	$	176,904
Land Improvements		95,983
Building and Improvements		1,134,979
Furniture, Fixtures and Equipment		87,839
Construction in Progress		15,179
		1,510,884
Less Accumulated Depreciation		(48,962	)
Investment in real estate, net	$	1,461,922

For additional information about the Company’s properties, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 3. Legal Proceedings

The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any litigation threatened against the Company or any of its properties, other than routine actions arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on the Company’s business or financial condition or results of operations.

15

PART II

Item 5. Market For Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Common Shares

There is currently no established public market in which the Company’s common shares are traded. As of December 31, 2010 there were 181.3 million Units outstanding. Each Unit consists of one common share, no par value, and one Series A preferred share of the Company. The per share estimated market value of common stock is deemed to be the offering price of the shares, which is currently $11.00 per share. This market valuation is supported by the fact that the Company is currently selling shares to the public at a price of $11.00 per share through its Dividend Reinvestment Plan. As of December 31, 2010, the Units were held by approximately 38,500 beneficial shareholders.

Dividend Reinvestment Plan

In December 2010, the Company instituted a Dividend Reinvestment Plan for its shareholders. The plan provides a convenient and cost effective way to increase shareholder investment in the Company by reinvesting dividends to purchase additional Units of the Company. The uses of the proceeds from this plan may include purchasing Units under the Company’s Unit Redemption Program, enhancing properties, satisfying financing obligations and other expenses, increasing working capital, funding various corporate operations, and acquiring hotels. The Company has registered 20.0 million Units for potential issuance under the plan. As of December 31, 2010, no Units have been issued under the plan.

Unit Redemption Program

Effective in October 2009, the Company’s Board of Directors has approved a Unit Redemption Program to provide limited interim liquidity to shareholders who have held their Units for at least one year. Shareholders may request redemption of Units for a purchase price equal to 92% of the price paid per Unit if the Units have been owned for less than three years, or 100% of the price paid per Unit if the Units have been owned more than three years. The maximum number of Units that may be redeemed in any given year will be three percent of the weighted average number of Units outstanding during the 12-month period immediately prior to the date of redemption. The Company reserves the right to change the purchase price of redemptions, reject any request for redemption, or otherwise amend the terms of, suspend, or terminate the Unit Redemption Program. As of December 31, 2010, the Company has redeemed 978,423 Units in the amount of $10.1 million under the program. The redemptions represent 100% of the redemption requests as of the last scheduled redemption date in 2010, which was in October 2010. See the Company’s complete consolidated statement of cash flows for the years ended December 31, 2010, 2009 and 2008 included in the Company’s audited financial statements in Item 8 of this Form 10-K for a description of the sources and uses of the Company’s cash flows. The following is a summary of redemptions during the fourth quarter of 2010 (no redemptions occurred in November and December of 2010).

Issuer Purchases of Equity Securities

Period	(a)		(b)			(c)		(d)
	Total Number of Units Purchased		Average Price Paid per Unit			Total Number of Units Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Units that May Yet Be Purchased Under the Plans or Programs
October 2010		206,395		$	10.23		978,423		(1	)

⁽¹⁾ The maximum number of Units that may be redeemed in any 12 month period is limited to up to three percent (3.0%) of the weighted average number of Units outstanding from the beginning of the 12 month period, subject to the Company’s right to change the number of Units to be redeemed.

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Series A Preferred Shares

The Series A preferred shares have no voting rights and no conversion rights. In addition, the Series A preferred shares are not separately tradable from the common shares to which they relate. The Series A preferred shares do not have any distribution rights except a priority distribution upon the sale of the Company’s assets. The priority distribution (“Priority Distribution”) will be equal to $11.00 per Series A preferred share, and will be paid before any distribution will be made to the holders of any other shares. Upon the Priority Distribution the Series A preferred shares will have no other distribution rights.

Series B Convertible Preferred Shares

In November 2007 the Company issued 480,000 Series B convertible preferred shares to Glade M. Knight, the Company’s Chairman and Chief Executive Officer. There are no dividends payable on the Series B convertible preferred shares. Holders of more than two-thirds of the Series B convertible preferred shares must approve any proposed amendment to the Articles of Incorporation that would adversely affect the Series B convertible preferred shares. Upon liquidation, each holder of the Series B convertible preferred shares is entitled to a priority liquidation payment. However the priority liquidation payment of the holder of the Series B convertible preferred shares is junior to the holders of the Series A preferred shares distribution rights. The holder of a Series B convertible preferred share is entitled to a liquidation payment of $11 per number of common shares into which each Series B convertible preferred share would convert. In the event that the liquidation of the Company’s assets results in proceeds that exceed the distribution rights of the Series A preferred shares and the Series B convertible preferred shares, the remaining proceeds will be distributed between the common shares and the Series B convertible preferred shares, on an as converted basis. The Series B convertible preferred shares are convertible into common shares of the Company upon and for 180 days following the occurrence of any of the following events: (1) substantially all of the Company’s assets, stock or business is sold or transferred through exchange, merger, consolidation, lease, share exchange, sale or otherwise, other than a sale of assets in liquidation, dissolution or winding up of the Company’s business; or (2) the termination or expiration without renewal of the advisory agreement with A9A or if the company ceases to use ASRG to provide property acquisition and disposition services; or (3) the Company’s common shares are listed on any securities exchange or quotation system or in any established market.

Preferred Shares

The Company’s articles of incorporation authorize issuance of up to 30 million additional preferred shares. No preferred shares other than the Series A preferred shares and the Series B convertible preferred shares (discussed above) have been issued. The Company believes that the authorization to issue additional preferred shares benefits the Company and its shareholders by permitting flexibility in financing additional growth, giving the Company additional financing options in corporate planning and in responding to developments in business, including financing of additional acquisitions and other general corporate purposes. Having authorized preferred shares available for issuance in the future gives the Company the ability to respond to future developments and allows preferred shares to be issued without the expense and delay of a special shareholders’ meeting. At present, the Company has no specific financing or acquisition plans involving the issuance of additional preferred shares and the Company does not propose to fix the characteristics of any series of preferred shares in anticipation of issuing preferred shares other than the Series A preferred shares and Series B convertible preferred shares discussed above. The Company cannot now predict whether or to what extent, if any, additional preferred shares will be used or if so used what the characteristics of a particular series may be. The voting rights and rights to distributions of the holders of common shares will be subject to the prior rights of the holders of any subsequently-issued preferred shares. Unless otherwise required by applicable law or regulation, the preferred shares would be issuable without further authorization by holders of the common shares and on such terms and for such consideration as may be determined by the Board of Directors. The preferred shares could be issued in one or more series having varying voting rights, redemption and conversion features, distribution (including liquidating distribution) rights and preferences, and other rights, including rights of approval of specified transactions. A series of preferred shares could be given rights that are superior to rights of holders of common shares and a series having preferential distribution rights could limit common share distributions and reduce the amount holders of common shares would otherwise receive on dissolution.

17

Distribution Policy

To maintain its REIT status the Company is required to distribute at least 90% of its ordinary income. Distributions during 2010 and 2009 totaled approximately $118.1 million and $57.3 million, respectively of which approximately $64.3 million and $35.8 million were used to purchase additional Units under the Company’s best-efforts offering. The distributions were paid at a monthly rate of $0.073334 per common share. The amount and timing of distributions to shareholders are within the discretion of the Company’s Board of Directors. The amount and frequency of future distributions will depend on the Company’s results of operations, cash flow from operations, economic conditions, working capital requirements, cash requirements to fund investing and financing activities, capital expenditure requirements, including improvements to and expansions of properties and the acquisition of additional properties, as well as the distribution requirements under federal income tax provisions for qualification as a REIT.

Non-Employee Directors’ Stock Option Plan

The Company’s Board of Directors has adopted and the Company’s shareholders have approved a non-employee directors’ stock option plan (the “Directors’ Plan”) to provide incentives to attract and retain directors. The options issued under the Directors’ Plan convert upon exercise of the options to Units. Each Unit consists of one common share and one Series A preferred share of the Company. The following is a summary of securities issued under the Directors’ Plan as of December 31, 2010:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans
Equity Compensation plans approved by security holders
Non-Employee Directors’ Stock Option Plan		184,080		$	11.00		2,970,011

Use of Proceeds from Offering

The following tables set forth information concerning the best-efforts offering that was concluded in December 2010, and the use of proceeds from the offering as of December 31, 2010. All amounts in thousands, except per Unit data:

Units Registered:
	9,524	Units	$10.50 per Unit	$	100,000
	172,727	Units	$11 per Unit		1,900,000
Totals:	182,251	Units		$	2,000,000
Units Sold:
	9,524	Units	$10.50 per Unit	$	100,000
	172,727	Units	$11 per Unit		1,900,000
Totals:	182,251	Units		$	2,000,000

Expenses of Issuance and Distribution of Units
1.	Underwriting discounts and commission		200,000
2.	Expenses of underwriters		—
3.	Direct or indirect payments to directors or officers of the Company or their associates, to ten percent shareholders, or to affiliates of the Company		—
4.	Fees and expenses of third parties		2,838
Total Expenses of Issuance and Distribution of Common Shares			202,838
Net Proceeds to the Company		$	1,797,162
1.	Purchase of real estate (net of debt proceeds and repayment)	$	1,364,448
2.	Deposits and other costs associated with potential real estate acquisitions		12,470
3.	Repayment of other indebtedness, including interest expense paid		8,744
4.	Investment and working capital		375,633
5.	Fees to the following (all affiliates of officers of the Company):
	a. Apple Nine Advisors, Inc.		6,733
	b. Apple Suites Realty Group, Inc.		29,134
6.	Fees and expenses of third parties		—
7.	Other		—
Total of Application of Net Proceeds to the Company		$	1,797,162

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Item 6. Selected Financial Data

The following table sets forth selected financial data for the years ended December 31, 2010, 2009 and 2008 and for the period November 9, 2007 (initial capitalization) through December 31, 2007. Certain information in the table has been derived from the Company’s audited financial statements and notes thereto. This data should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 15(1), the Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Annual Report on Form 10-K. During the period from the Company’s initial capitalization on November 9, 2007 to July 30, 2008, the Company owned no properties, had no revenue exclusive of interest income, and was primarily engaged in capital formation activities. Operations commenced on July 31, 2008 with the Company’s first property acquisition.

(in thousands except per share and statistical data)	Year Ended December 31, 2010				Year Ended December 31, 2009				Year Ended December 31, 2008				For the period November 9, 2007 (initial capitalization) through December 31, 2007
Revenues:
Room revenue		$	144,988			$	76,163			$	9,501				—
Other revenue			15,147				9,043				2,023				—
Total hotel revenue			160,135				85,206				11,524				—
Rental revenue			21,325				15,961				—				—
Total revenue			181,460				101,167				11,524				—
Expenses:
Hotel operating expenses			97,292				52,297				7,422				—
Taxes, insurance and other			10,380				6,032				731				—
General and administrative			6,472				4,079				1,288				15
Acquisition related costs			19,379				4,951				—				—
Depreciation			30,749				15,936				2,277				—
Interest (income) expense, net			931				1,018				(2,346	)			2
Total expenses			165,203				84,313				9,372				17
Net income (loss)		$	16,257			$	16,854			$	2,152			$	(17	)
Per Share:
Net income (loss) per common share		$	0.12			$	0.26			$	0.14			$	(1,684.60	)
Distributions declared and paid per common share		$	0.88			$	0.88			$	0.51			$	—
Weighted-average common shares outstanding—basic and diluted			135,825				66,041				15,852				—
Balance Sheet Data (at end of period):
Cash and cash equivalents		$	224,108			$	272,913			$	75,193			$	20
Investment in real estate, net		$	1,461,922			$	687,509			$	346,423			$	—
Total assets		$	1,745,942			$	982,513			$	431,619			$	337
Notes payable		$	99,649			$	58,688			$	38,647			$	151
Shareholders’ equity		$	1,634,039			$	917,405			$	389,740			$	31
Net book value per share		$	9.01			$	9.31			$	9.50			$	—
Other Data:
Cash Flow From (Used In):
Operating activities		$	38,758			$	29,137			$	3,317			$	(2	)
Investing activities		$	(786,103	)		$	(341,131	)		$	(315,322	)		$	—
Financing activities		$	698,540			$	509,714			$	387,178			$	(26	)
Number of hotels owned at end of period			76				33				21				—
Average Daily Rate (ADR)(a)		$	102			$	104			$	110			$	—
Occupancy			65	%			62	%			59	%			—
Revenue Per Available Room (RevPAR)(b)		$	66			$	64			$	65			$	—
Rooms sold(c)			1,421,276				732,553				86,196				—
Rooms available(d)			2,179,566				1,183,837				146,227				—
Modified Funds From Operations Calculation(e):
Net income (loss)		$	16,257			$	16,854			$	2,152			$	(17	)
Depreciation of real estate owned			30,749				15,936				2,277				—
Funds from operations			47,006				32,790				4,429				(17	)
Acquisition related costs			19,379				4,951				—				—
Straight-line rental income			(6,104	)			(4,618	)			—				—
Modified funds from operations		$	60,281			$	33,123			$	4,429			$	(17	)

^(a) Total room revenue divided by number of rooms sold.

19

(b)	ADR multiplied by occupancy percentage.
(c)	Represents the number of room nights sold during the period.
(d)	Represents the number of rooms owned by the Company multiplied by the number of nights in the period.
(e)	Funds from operations (FFO) is defined as net income (loss) (computed in accordance with generally accepted accounting principals—GAAP) excluding gains and losses from sales of depreciable property, plus depreciation and amortization. Modified FFO (MFFO) excludes rental revenue earned, but not received during the period or straight-line rental income and costs associated with the acquisition of real estate. The Company considers FFO and MFFO in evaluating property acquisitions and its operating performance and believes that FFO and MFFO should be considered along with, but not as an alternative to, net income and cash flows as a measure of the Company’s activities in accordance with GAAP. The Company considers FFO and MFFO as supplemental measures of operating performance in the real estate industry, and along with the other financial measures included in this Form 10K, including net income, cash flow from operating activities, financing activities and investing activities, they provide investors with an indication of the performance of the Company. The Company’s definition of FFO and MFFO are not necessarily the same as such terms that are used by other companies. FFO and MFFO are not necessarily indicative of cash available to fund cash needs.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the ability of the Company to implement its acquisition strategy and operating strategy; the Company’s ability to manage planned growth; changes in economic cycles; and competition within the real estate industry. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this Annual Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved. In addition, the Company’s qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code. Readers should carefully review the Company’s financial statements and the notes thereto, as well as the risk factors described in the Company’s filings with the Securities and Exchange Commission and Item 1A.

General

The Company is a Virginia corporation that has elected to be treated as a real estate investment trust (“REIT”) for federal income tax purposes. The Company, which has limited operating history, was formed to invest in hotels, residential apartment communities and other income-producing real estate in selected metropolitan areas in the United States. The Company was initially capitalized November 9, 2007, with its first investor closing on May 14, 2008. The Company completed its best-efforts offering of Units in December 2010. Prior to the Company’s first hotel acquisition on July 31, 2008, the Company had no revenue, exclusive of interest income. As of December 31, 2010, the Company owned 76 hotels (43 purchased during 2010, 12 acquired in 2009 and 21 acquired during 2008). The Company’s real estate portfolio also includes approximately 410 acres of land and improvements located on 111 sites in the Ft. Worth, Texas area (acquired in April 2009) that are being leased to a subsidiary of Chesapeake Energy Corporation (“Chesapeake”) for the production of natural gas. Accordingly, the results of operations include only results from the date of ownership of the properties.

Hotel Operations

Although hotel performance can be influenced by many factors including local competition, local and general economic conditions in the United States and the performance of individual managers assigned to each hotel, performance of the hotels within their respective local markets, in general, has met the Company’s expectations for the period owned. With the significant decline in economic conditions throughout the United States, overall performance of the Company’s hotels has not met expectations since acquisition. However, in 2010, the hotel industry and the Company experienced improvements in both leisure and business travel demand, resulting in an increase in revenue in most markets as compared to 2009. Although there is no way to predict general economic conditions, many industry analysts are forecasting a mid-single digit percentage increase in hotel revenues for 2011 as compared to 2010. In evaluating financial condition and operating performance, the most important indicators on which the Company focuses are revenue measurements, such as average occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”), and expenses, such as hotel operating expenses, general and administrative and property taxes and insurance.

Hotels Owned

As noted above, the Company commenced operations in July 2008 upon the purchase of its first hotel property. The following table summarizes the location, brand, manager, gross purchase price, number of hotel rooms and date of purchase for each of the 76 hotels the Company owned as of December 31, 2010. All dollar amounts are in thousands.

21

Location	Brand	Manager	Gross Purchase Price			Rooms		Date of Purchase
Tucson, AZ	Hilton Garden Inn	Western		$	18,375		125		7/31/2008
Santa Clarita, CA	Courtyard	Dimension			22,700		140		9/24/2008
Charlotte, NC	Homewood Suites	McKibbon			5,750		112		9/24/2008
Allen, TX	Hampton Inn & Suites	Gateway			12,500		103		9/26/2008
Twinsburg, OH	Hilton Garden Inn	Gateway			17,792		142		10/7/2008
Lewisville, TX	Hilton Garden Inn	Gateway			28,000		165		10/16/2008
Duncanville, TX	Hilton Garden Inn	Gateway			19,500		142		10/21/2008
Santa Clarita, CA	Hampton Inn	Dimension			17,129		128		10/29/2008
Santa Clarita, CA	Residence Inn	Dimension			16,600		90		10/29/2008
Santa Clarita, CA	Fairfield Inn	Dimension			9,337		66		10/29/2008
Beaumont, TX	Residence Inn	Western			16,900		133		10/29/2008
Pueblo, CO	Hampton Inn & Suites	Dimension			8,025		81		10/31/2008
Allen, TX	Hilton Garden Inn	Gateway			18,500		150		10/31/2008
Bristol, VA	Courtyard	LBA			18,650		175		11/7/2008
Durham, NC	Homewood Suites	McKibbon			19,050		122		12/4/2008
Hattiesburg, MS	Residence Inn	LBA			9,793		84		12/11/2008
Jackson, TN	Courtyard	Vista			15,200		94		12/16/2008
Jackson, TN	Hampton Inn & Suites	Vista			12,600		83		12/30/2008
Pittsburgh, PA	Hampton Inn	Vista			20,458		132		12/31/2008
Fort Lauderdale, FL	Hampton Inn	Vista			19,290		109		12/31/2008
Frisco, TX	Hilton Garden Inn	Western			15,050		102		12/31/2008
Round Rock, TX	Hampton Inn	Vista			11,500		93		3/6/2009
Panama City, FL	Hampton Inn & Suites	LBA			11,600		95		3/12/2009
Austin, TX	Homewood Suites	Vista			17,700		97		4/14/2009
Austin, TX	Hampton Inn	Vista			18,000		124		4/14/2009
Dothan, AL	Hilton Garden Inn	LBA			11,601		104		6/1/2009
Troy, AL	Courtyard	LBA			8,696		90		6/18/2009
Orlando, FL	Fairfield Inn & Suites	Marriott			25,800		200		7/1/2009
Orlando, FL	SpringHill Suites	Marriott			29,000		200		7/1/2009
Clovis, CA	Hampton Inn & Suites	Dimension			11,150		86		7/31/2009
Rochester, MN	Hampton Inn & Suites	Raymond			14,136		124		8/3/2009
Johnson City, TN	Courtyard	LBA			9,880		90		9/25/2009
Baton Rouge, LA	SpringHill Suites	Dimension			15,100		119		9/25/2009
Houston, TX	Marriott	Western			50,750		206		1/8/2010
Albany, GA	Fairfield Inn & Suites	LBA			7,920		87		1/14/2010
Panama City, FL	TownePlace Suites	LBA			10,640		103		1/19/2010
Clovis, CA	Homewood Suites	Dimension			12,435		83		2/2/2010
Jacksonville, NC	TownePlace Suites	LBA			9,200		86		2/16/2010
Miami, FL	Hampton Inn & Suites	Dimension			11,900		121		4/9/2010
Anchorage, AK	Embassy Suites	Stonebridge			42,000		169		4/30/2010
Boise, ID	Hampton Inn & Suites	Raymond			22,370		186		4/30/2010
Rogers, AR	Homewood Suites	Raymond			10,900		126		4/30/2010
St. Louis, MO	Hampton Inn & Suites	Raymond			16,000		126		4/30/2010
Oklahoma City, OK	Hampton Inn & Suites	Raymond			32,657		200		5/28/2010
Ft Worth, TX	TownePlace Suites	Western			18,435		140		7/19/2010
Lafayette, LA	Hilton Garden Inn	LBA			17,261		153		7/30/2010
West Monroe, LA	Hilton Garden Inn	InterMountain			15,639		134		7/30/2010
Silver Spring, MD	Hilton Garden Inn	White			17,400		107		7/30/2010
Rogers, AR	Hampton Inn	Raymond			9,600		122		8/31/2010
St. Louis, MO	Hampton Inn	Raymond			23,000		190		8/31/2010
Kansas City, MO	Hampton Inn	Raymond			10,130		122		8/31/2010
Alexandria, LA	Courtyard	LBA			9,915		96		9/15/2010
Grapevine, TX	Hilton Garden Inn	Western			17,000		110		9/24/2010

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Location	Brand	Manager	Gross Purchase Price			Rooms		Date of Purchase
Nashville, TN	Hilton Garden Inn	Vista			42,667		194		9/30/2010
Indianapolis, IN	SpringHill Suites	White			12,800		130		11/2/2010
Mishawaka, IN	Residence Inn	White			13,700		106		11/2/2010
Phoenix, AZ	Courtyard	White			16,000		164		11/2/2010
Phoenix, AZ	Residence Inn	White			14,000		129		11/2/2010
Mettawa, IL	Residence Inn	White			23,500		130		11/2/2010
Mettawa, IL	Hilton Garden Inn	White			30,500		170		11/2/2010
Austin, TX	Hilton Garden Inn	White			16,000		117		11/2/2010
Novi, MI	Hilton Garden Inn	White			16,200		148		11/2/2010
Warrenville, IL	Hilton Garden Inn	White			22,000		135		11/2/2010
Schaumburg, IL	Hilton Garden Inn	White			20,500		166		11/2/2010
Salt Lake City, UT	SpringHill Suites	White			17,500		143		11/2/2010
Austin, TX	Fairfield Inn & Suites	White			17,750		150		11/2/2010
Austin, TX	Courtyard	White			20,000		145		11/2/2010
Chandler, AZ	Courtyard	White			17,000		150		11/2/2010
Chandler, AZ	Fairfield Inn & Suites	White			12,000		110		11/2/2010
Tampa, FL	Embassy Suites	White			21,800		147		11/2/2010
Andover, MA	SpringHill Suites	Marriott			6,500		136		11/5/2010
Philadelphia (Collegeville), PA	Courtyard	White			20,000		132		11/15/2010
Holly Springs, NC	Hampton Inn	LBA			14,880		124		11/30/2010
Philadelphia (Malvern), PA	Courtyard	White			21,000		127		11/30/2010
Arlington, TX	Hampton Inn & Suites	Western			9,900		98		12/1/2010
Irving, TX	Homewood Suites	Western			10,250		77		12/29/2010
Total				$	1,306,961		9,695

Of the Company’s 76 hotels owned as of December 31, 2010, 43 were purchased during 2010. The total gross purchase price for these 43 hotels, with a total of 5,795 rooms, was $781.6 million.

During 2009, the Company acquired land in Alexandria, Virginia totaling $5.1 million, for the planned construction of a SpringHill Suites hotel to be completed in March 2011. Upon completion, it is expected that the hotel will contain approximately 152 guest rooms and will be managed by Marriott. As of December 31, 2010, the Company has incurred $14.8 million in construction costs and anticipates the total cost to be approximately $25 million.

The purchase price for the properties acquired through December 31, 2010, net of debt assumed, was funded primarily by the Company’s on-going best-efforts offering of Units. The Company assumed approximately $96.5 million of debt secured by 11 of its hotel properties and $3.8 million of unsecured debt in connection with one of its hotel properties. The following table summarizes the hotel location, interest rate, maturity date and the principal amount assumed associated with each note payable outstanding as of December 31, 2010. All dollar amounts are in thousands.

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Location	Brand	Interest Rate(1)			Maturity Date			Principal Assumed			Outstanding balance as of December 31, 2010
Lewisville, TX	Hilton Garden Inn		0.00	%		12/31/2016			$	3,750		$	3,750
Duncanville, TX	Hilton Garden Inn		5.88	%		5/11/2017				13,966			13,560
Allen, TX	Hilton Garden Inn		5.37	%		10/11/2015				10,787			10,401
Bristol, VA	Courtyard		6.59	%		8/1/2016				9,767			9,514
Round Rock, TX	Hampton Inn		5.95	%		5/1/2016				4,175			4,017
Austin, TX	Homewood Suites		5.99	%		3/1/2016				7,556			7,279
Austin, TX	Hampton Inn		5.95	%		3/1/2016				7,553			7,274
Rogers, AR	Hampton Inn		5.20	%		9/1/2015				8,337			8,286
St. Louis, MO	Hampton Inn		5.30	%		9/1/2015				13,915			13,831
Kansas City, MO	Hampton Inn		5.45	%		10/1/2015				6,517			6,479
Philadelphia (Malvern), PA	Courtyard		6.50	%		10/1/2032(2	)			7,894			7,880
Irving, TX	Homewood Suites		5.83	%		4/11/2017				6,052			6,041
									$	100,269		$	98,312

(1)	At acquisition, the Company adjusted the interest rates on these loans to market rates and is amortizing the adjustments to interest expense over the life of the loan.
(2)	Outstanding principal balance is callable by lender or prepayable by the Company beginning on October 1, 2016, and every five years thereafter until maturity, subject to certain conditions.

The Company leases all of its hotels to its wholly-owned taxable REIT subsidiary (or a subsidiary thereof) under master hotel lease agreements. The Company also used the proceeds of its on-going best-efforts offering to pay approximately $26.2 million, representing 2% of the gross purchase price for these properties, as a brokerage commission to Apple Suites Realty Group, Inc. (“ASRG”), 100% owned by Glade M. Knight, the Company’s Chairman and Chief Executive.

No goodwill was recorded in connection with any of the acquisitions.

Management and Franchise Agreements

Each of the Company’s 76 hotels are operated and managed, under separate management agreements, by affiliates of one of the following companies: Dimension Development Two, LLC (“Dimension”), Gateway Hospitality Group, Inc. (“Gateway”), Intermountain Management, LLC (“Intermountain”), LBAM-Investor Group, L.L.C. (“LBA”), Fairfield FMC, LLC and SpringHill SMC, LLC, subsidiaries of Marriott International (“Marriott”), MHH Management, LLC (“McKibbon”), Raymond Management Company, Inc. (“Raymond”), Stonebridge Realty Advisors, Inc. (“Stonebridge”), Vista Host, Inc. (“Vista”), Texas Western Management Partners, L.P. (“Western”) or White Lodging Services Corporation (“White”). The agreements provide for initial terms of one to 30 years. Fees associated with the agreements generally include the payment of base management fees, incentive management fees, accounting fees, and other fees for centralized services which are allocated among all of the hotels that receive the benefit of such services. Base management fees are calculated as a percentage of gross revenues. Incentive management fees are calculated as a percentage of operating profit in excess of a priority return to the Company, as defined in the management agreements. The Company has the option to terminate the management agreements if specified performance thresholds are not satisfied. For the years ended December 31, 2010, 2009 and 2008, the Company incurred approximately $5.1 million, $2.6 million and $441,000 in management fees.

Dimension, Gateway, Intermountain, LBA, McKibbon, Raymond, Stonebridge, Vista, Western and White are not affiliated with either Marriott or Hilton, and as a result, the hotels they manage were required to obtain separate franchise agreements with each respective franchisor. The Hilton franchise agreements generally provide for an initial term of 10 to 20 years. Fees associated with the agreements generally include the payment of royalty fees and program fees. The Marriott franchise agreements generally provide for initial terms of 13 to 28 years. Fees associated with the agreements generally include the payment of royalty fees, marketing fees, reservation fees and a communications support fee based on room revenues. For the years ended December 31, 2010, 2009 and 2008, the Company incurred approximately $6.2 million, $3.4 million and $468,000 in franchise fees.

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Land and Improvements and Lease

In April 2009, the Company acquired approximately 417 acres of land on 113 sites in the Ft. Worth, Texas area for approximately $147 million from Chesapeake. Simultaneous to the closing, the Company entered into a ground lease with Chesapeake for the 113 sites. Chesapeake Energy Corporation is a guarantor of the lease. Chesapeake is using the land for natural gas production. In February 2010, the Company agreed to sell back to Chesapeake two of the 113 sites originally purchased from Chesapeake in April 2009 and release Chesapeake from their associated lease obligation. The sales price for the two sites was equal to the Company’s original purchase price, approximately $2.6 million. The Company earned and received rental income for the period held totaling approximately $240,000. The lease has an initial term of 40 years and annual rent ranging from $15.2 million to $26.9 million with the average annual rent being $21.4 million. Payments under the lease are required to be made monthly in advance. Under the lease, Chesapeake is responsible for all operating costs of the real estate. During the term of the lease, Chesapeake has the option to purchase up to 30 sites (no more than 10 producing natural gas) for $1.4 million per site in years 1-5 of the lease and $1.9 million for the remainder of the lease. For any sites purchased, the annual rent will be reduced proportionately to the remaining sites.

Chesapeake Energy Corporation is a publicly held company that is traded on the New York Stock Exchange. Chesapeake Energy Corporation is the second-largest independent producer of natural gas in the United States.

The purchase price for the land and improvements was funded primarily by the Company’s on-going best-efforts offering of Units. The Company also used the proceeds of its on-going best-efforts offering to pay approximately $4.1 million in closing costs, including $2.9 million, representing 2% of the gross purchase price, as a brokerage commission to ASRG. The Company capitalized the commission as well as the other closing costs as part of the acquisition cost of the land and improvements.

Results of Operations

The following is a summary of the Company’s consolidated financial results for the years ended December 31, 2010 and 2009:

	Year Ended December 31,
	2010			2009
	(in thousands)
Revenues:
Hotel revenue		$	160,135		$	85,206
Rental revenue			21,325			15,961
Expenses:
Hotel direct expenses			97,292			52,297
Taxes, insurance and other expense			10,380			6,032
General and administrative expenses			6,472			4,079
Acquisition related costs			19,379			4,951
Depreciation			30,749			15,936
Interest expense, net			931			1,018

During the period from the Company’s initial capitalization on November 9, 2007 to July 30, 2008, the Company owned no properties, had no revenue, exclusive of interest income and was primarily engaged in capital formation activities. The Company began operations on July 31, 2008 when it purchased its first hotel. As of December 31, 2010, the Company owned 76 hotels (of which 43 were acquired during 2010) with 9,695 rooms as compared to 33 hotels, with a total of 3,900 rooms as of December 31, 2009. The Company’s real estate portfolio also includes approximately 410 acres of land and improvements located on 111 sites in the Ft. Worth, Texas area (acquired in April 2009) that are being leased to Chesapeake for the production of natural gas. As a result of the acquisition activity during 2009 and 2010, a comparison of operations for 2010 to prior periods is not representative of the results that would have occurred if all properties had been owned for the entire periods presented.

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Hotel Performance

The following is summary of the operating results of the 76 hotels acquired through December 31, 2010 for their respective periods of ownership by the Company:

(in thousands, except statistical data)	Year Ended December 31,
	2010				% of Hotel Revenue			2009				% of Hotel Revenue
Hotel Revenue:
Room revenue		$	144,988						$	76,163
Other revenue			15,147							9,043
			160,135							85,206
Hotel Operating Expenses:
Hotel direct expenses			97,292			61	%			52,297			61	%
Taxes, insurance and other expense			10,273			6	%			5,953			7	%
Hotel Operating Statistics:
Number of hotels			76							33
ADR		$	102						$	104
Occupancy			65	%						62	%
RevPAR		$	66						$	64

Hotel performance is impacted by many factors including the economic conditions in the United States as well as each locality. During the past two years, the overall weakness in the U.S. economy has had a considerable negative impact on both leisure and business travel. As a result, revenue in most markets throughout the United States has declined from 2007 and 2008 levels. Economic conditions stabilized and showed modest growth in 2010 as compared to 2009 throughout the United States, which led to improved revenue and net income in 2010 as compared to 2009 for the Company’s hotels. Although the Company expects continued improvement in 2011, it is not anticipated revenue and net income will reach pre-recession levels. The Company’s hotels in general have shown results consistent with industry and brand averages for the period of ownership.

Hotel Revenues

The Company’s principal source of revenue is hotel revenue consisting of room and other related revenue. For the year ended December 31, 2010 and 2009, the Company had hotel revenue of $160.1 million and $85.2 million, respectively. This revenue reflects hotel operations for the 76 hotels acquired through December 31, 2010 for their respective periods of ownership by the Company. For the year ended December 31, 2010, the hotels achieved combined average occupancy of approximately 65%, ADR of $102 and RevPAR of $66. For the year ended December 31, 2009, the hotels achieved combined average occupancy of approximately 62%, ADR of $104 and RevPAR of $64. ADR is calculated as room revenue divided by the number of rooms sold, and RevPAR is calculated as occupancy multiplied by ADR.

Although ADR decreased during 2010 as compared to 2009; both occupancy and RevPAR increased during this same period. The decline in ADR is due to several factors. General economic conditions in the United States have caused industry declines in certain markets. In addition, of the 55 hotels acquired by the Company since December 31, 2008, 17 opened since the beginning of 2009. Generally, newly constructed hotels require 12-24 months to establish themselves in their respective markets. Therefore, revenue is below anticipated or market levels for this period of time for these properties.

The industry in general continues to have revenue below pre-recession levels; however, the industry and the Company have begun to experience improvements in its hotel occupancy levels, as reflected in the overall increase of the Company’s occupancy in 2010 as compared to prior year. The improvement in occupancy is partially a result of reduced room rates as reflected in the ADR decline in 2010 versus 2009. With the occupancy improvement, the Company believes ADR has stabilized in most markets and should improve slightly in 2011. Additionally, the Company’s hotels continue to be leaders in RevPAR in their respective markets. The Company’s average RevPAR index was 129 for 2010 (the index excludes hotels under renovation or open less than two years). The RevPAR index is a measure of each hotel’s RevPAR compared to the average in the market, with 100 being the average, and is provided by Smith Travel Research, Inc^.Ò, an

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independent company that tracks historical hotel performance in most markets throughout the world. Although it is not possible to predict general economic conditions or their impact on the hotel industry, many industry analysts are forecasting a mid-single digit percentage increase in hotel revenues for 2011 as compared to 2010. The Company will continue to pursue market opportunities to improve revenue.

Hotel Operating Expenses

Hotel direct expenses relate to the 76 hotels acquired through December 31, 2010 for their respective periods owned and consist of direct room expenses, hotel administrative expense, sales and marketing expense, utilities expense, repair and maintenance expense, franchise fees and management fees. For the years ended December 31, 2010 and 2009, hotel operating expenses totaled $97.3 million or 61% of hotel revenue and $52.3 million or 61% of hotel revenue. Nine of the 12 hotels acquired in 2009 and eight of the 43 hotels acquired in 2010 are new hotels and as a result, hotel operating expenses as a percentage of hotel revenue for these hotels are higher than is expected once the properties have established themselves within their markets. In addition, operating expenses were impacted by several hotel renovations, with approximately 14,400 room nights out of service during 2010 due to such renovations. Although operating expenses will increase as occupancy and revenue increases, the Company will continue to work with its management companies to reduce costs as a percentage of revenue as aggressively as possible while maintaining quality and service levels at each property.

Taxes, insurance, and other expenses for the years ended December 31, 2010 and 2009 totaled $10.3 million or 6% of hotel revenue and $6.0 million or 7% of hotel revenue. As discussed above, with the addition of 20 new hotels in the past two years, taxes, insurance and other expenses as a percentage of revenue is anticipated to decline as the properties become established in their respective markets.

Rental Revenue

The Company generates rental revenue from its purchase and leaseback transaction completed during the second quarter of 2009. During April 2009, the Company purchased 417 acres of land and improvements located on 113 sites in the Ft. Worth, Texas area and simultaneously entered into a long- term, triple net lease with one of the nation’s largest producers of natural gas. In February 2010, the Company agreed to sell back to Chesapeake two of the 113 sites originally purchased and release Chesapeake from their associated lease obligations. Rental payments are fixed and have determinable rent increases during the initial lease term. The lease is classified as an operating lease and rental income is recognized on a straight line basis over the initial term of the lease. Rental income for the years ended December 31, 2010 and 2009 was $21.3 million and $16.0 million, respectively and includes $6.1 million and $4.6 million of adjustments to record rent on the straight line basis.

Other Expenses

General and administrative expense for the years ended December 31, 2010 and 2009 was $6.5 million and $4.1 million, respectively. The principal components of general and administrative expense are advisory fees, legal fees, accounting fees, the Company’s share of the loss in its investment in Apple Air Holding, LLC, and reporting expenses. As a public company, the Company is subject to various regulatory oversight. In 2010, the Company incurred approximately $500,000 in legal and related costs responding to the Securities and Exchange Commission.

Acquisition related costs for the years ended December 31, 2010 and 2009 were $19.4 million and $5.0 million, respectively. In accordance with the Accounting Standards Codification on business combinations, the Company has expensed as incurred all transaction costs associated with the acquisitions of existing businesses that occurred on or after January 1, 2009, including title, legal, accounting and other related costs, as well as the brokerage commission paid to ASRG. Also, included in acquisition related costs for the year ended December 31, 2009 is $293,000 in transaction costs related to potential acquisitions as of December 31, 2008. These costs were incurred during 2008 and were recorded as deferred costs and included in other assets, net in the Company’s consolidated balance sheet as of December 31, 2008. For acquisitions that occurred prior to January 1, 2009, these costs were capitalized as part of the cost of the acquisition.

Depreciation expense for the years ended December 31, 2010 and 2009 was $30.7 million and $15.9 million, respectively. Depreciation expense primarily represents expense of the Company’s 76 hotel buildings

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and related improvements, and associated personal property (furniture, fixtures, and equipment) for their respective periods owned. Also, included in depreciation expense is the depreciation of the Company’s land improvements (acquired in April 2009) located on 111 sites in Fort Worth, Texas.

Interest expense for the years ended December 31, 2010 and 2009 was $2.9 million and $2.3 million, respectively and is net of approximately $600,000 and $400,000 of interest capitalized associated with renovation and construction projects. Interest expense primarily arose from debt assumed with the acquisition of 12 of the Company’s hotels (five loan assumptions during 2010, three in 2009 and four in 2008). During the years ended December 31, 2010 and 2009, the Company also recognized $2.0 million and $1.3 million in interest income, primarily representing interest on excess cash invested in short-term money market instruments and two mortgage notes acquired in 2010 which are secured by two hotels.

Related Parties

The Company has, and is expected to continue to engage in, significant transactions with related parties. These transactions cannot be construed to be at arm’s length and the results of the Company’s operations may be different than if conducted with non-related parties. The Company’s independent members of the Board of Directors oversee and annually review the Company’s related party relationships (which include the relationships discussed in this section) and are required to approve any significant modifications to the contracts, as well as any new significant related party transactions. There were no changes to the contracts discussed in this section and the Board of Directors approved the purchase of the note discussed below. The Board of Directors is not required to approve each individual transaction that falls under the related party relationships. However, under the direction of the Board of Directors, at least one member of the Company’s senior management team approves each related party transaction.

The Company has a contract with ASRG, to acquire and dispose of real estate assets for the Company. A fee of 2% of the gross purchase price or gross sale price in addition to certain reimbursable expenses is paid to ASRG for these services. As of December 31, 2010, payments to ASRG for fees under the terms of this contract have totaled approximately $29.1 million since inception. Of this amount, the Company incurred $15.6 million in 2010 and $6.7 million in 2009.

The Company is party to an advisory agreement with A9A to provide management services to the Company. An annual fee ranging from 0.1% to 0.25% of total equity proceeds received by the Company, in addition to certain reimbursable expenses, are payable for these services. Total advisory fees and reimbursable expenses incurred by the Company under the advisory agreement are included in general and administrative expenses and totaled approximately $3.6 million, $2.4 million and $766,000 for the years ended December 31, 2010, 2009 and 2008, respectively. Of this total expense, approximately $1.5 million, $722,000 and $171,000 were fees paid to A9A and $2.1 million, $1.7 million and $.6 million were expenses reimbursed (or paid directly to AR6 on behalf of A9A or ASRG) by A9A or ASRG to AR6 for the years ended December 31, 2010, 2009 and 2008. The expenses reimbursed are approximately $1.1 million, $.9 million and $.3 million respectively, for costs reimbursed under the contract with ASRG and approximately $1.0 million, $.8 million and $.3 million respectively of costs reimbursed under the contract with A9A.

The advisors are staffed with personnel of Apple REIT Six, Inc. (“AR6”). AR6 provides similar staffing for Apple Six Advisors, Inc. (“A6A”), Apple Seven Advisors, Inc. (“A7A”), Apple Eight Advisors, Inc. (“A8A”) and Apple Ten Advisors, Inc. (“A10A”). A6A, A7A, A8A and A10A provide management services to, respectively, AR6, Apple REIT Seven, Inc., Apple REIT Eight, Inc. and Apple REIT Ten, Inc. Although there is a potential conflict on time allocation of employees due to the fact that a senior manager, officer or staff member will provide services to more than one company, the Company believes that the executives and staff compensation sharing arrangement allows the companies to share costs yet attract and retain superior executives and staff. The cost sharing structure also allows each entity to maintain a much more cost effective structure than having separate staffing arrangements. Amounts reimbursed to AR6 include both compensation for personnel and “overhead” (office rent, utilities, benefits, office supplies, etc.) utilized by the companies. The allocation of costs from AR6 is made by the management of the several REITs and is reviewed at least annually by the Compensation Committees of the several REITs. In making the allocation, management and the Compensation Committee, consider all relevant facts related to the Company’s level of business activity and the extent to which the Company requires the services of particular personnel of AR6. Such payments are based on the actual costs of the services and are not based on formal record keeping regarding the time these

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personnel devote to the Company, but are based on a good faith estimate by the employee and/or his or her supervisor of the time devoted by the employee to the Company. As part of this arrangement, the day to day transactions may result in amounts due to or from the noted related parties. To efficiently manage cash disbursements, the individual companies may make payments for any or all of the related companies. The amounts due to or from the related individual companies are reimbursed or collected and are not significant in amount.

ASRG, A6A, A7A, A8A, A9A and A10A are 100% owned by Glade M. Knight, Chairman and Chief Executive Officer of the Company. Mr. Knight is also Chairman and Chief Executive Officer of AR6, Apple REIT Seven, Inc., Apple REIT Eight, Inc. and Apple REIT Ten, Inc. (a newly formed REIT). Members of the Company’s Board of Directors are also on the Board of Directors of AR6, Apple REIT Seven, Inc., and Apple REIT Eight, Inc.

In January 2009, the Company purchased a 24% ownership interest in Apple Air Holding, LLC (“Apple Air”), for $3.2 million in cash. The other members of Apple Air are AR6, Apple REIT Seven, Inc. and Apple REIT Eight, Inc. The interest was purchased to allow the Company access to two Lear jets for acquisition, asset management and renovation purposes. The Company has recorded its share of income and losses of the entity under the equity method of accounting and adjusted its investment in Apple Air accordingly. The Company’s ownership interest was approximately $2.2 million and $2.8 million at December 31, 2010 and 2009, respectively. For the years ended December 31, 2010 and 2009, the Company recorded a loss of approximately $840,000 and $460,000, respectively, as its share of the net loss of Apple Air, which primarily relates to the depreciation of the aircraft, and the reduction in basis of the two jets due to the planned trade in for one new jet in 2011.

Due to the significant discount offered by the original lender, in October 2010, the Company purchased a mortgage note with an outstanding balance of approximately $11.3 million for a total purchase price of approximately $10.8 million from an unrelated third party. The note balance net of unamortized discount totaled $10.9 million as of December 31, 2010. The interest rate on this mortgage is a variable rate based on the 3-month LIBOR, and as is currently 5.0%. The note requires monthly payments of principal and interest and matures on February 1, 2012. The borrower on the note is Apple Eight SPE Columbia, Inc., an indirect wholly owned subsidiary of Apple REIT Eight, Inc. and the note is secured by a Hilton Garden Inn hotel located in Columbia, South Carolina.

Series B Convertible Preferred Stock

The Company has issued 480,000 Series B convertible preferred shares to Glade M. Knight, Chairman and Chief Executive Officer of the Company, in exchange for the payment by him of $0.10 per Series B convertible preferred share, or an aggregate of $48,000. The Series B convertible preferred shares are convertible into common shares pursuant to the formula and on the terms and conditions set forth below.

There are no dividends payable on the Series B convertible preferred shares. Holders of more than two-thirds of the Series B convertible preferred shares must approve any proposed amendment to the articles of incorporation that would adversely affect the Series B convertible preferred shares.

Upon the Company’s liquidation, the holder of the Series B convertible preferred shares is entitled to a priority liquidation payment before any distribution of liquidation proceeds to the holders of the common shares. However, the priority liquidation payment of the holder of the Series B convertible preferred shares is junior to the holders of the Series A preferred shares distribution rights. The holder of a Series B convertible preferred share is entitled to a liquidation payment of $11 per number of common shares each Series B convertible preferred share would be convertible into according to the formula described below. In the event that the liquidation of the Company’s assets results in proceeds that exceed the distribution rights of the Series A preferred shares and the Series B convertible preferred shares, the remaining proceeds will be distributed between the common shares and the Series B convertible preferred shares, on an as converted basis.

Each holder of outstanding Series B convertible preferred shares shall have the right to convert any of such shares into common shares of the Company upon and for 180 days following the occurrence of any of the following events:

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(1)	substantially all of the Company’s assets, stock or business is sold or transferred through exchange, merger, consolidation, lease, share exchange, sale or otherwise, other than a sale of assets in liquidation, dissolution or winding up of the Company;
(2)	the termination or expiration without renewal of the advisory agreement with A9A, or if the Company ceases to use ASRG to provide property acquisition and disposition services; or
(3)	the Company’s common shares are listed on any securities exchange or quotation system or in any established market.

Upon the occurrence of any conversion event, each Series B convertible preferred share may be converted into 24.17104 common shares. In the event the Company raises additional gross proceeds in a subsequent public offering, each Series B convertible preferred share may be converted into an additional number of common shares based on the additional gross proceeds raised through the date of conversion in a subsequent public offering according to the following formula: (X/100 million) x 1.20568, where X is the additional gross proceeds rounded down to the nearest 100 million.

No additional consideration is due upon the conversion of the Series B convertible preferred shares. The conversion into common shares of the Series B convertible preferred shares will result in dilution of the shareholders’ interests.

Expense related to the issuance of 480,000 Series B convertible preferred shares to Mr. Knight will be recognized at such time when the number of common shares to be issued for conversion of the Series B shares can be reasonably estimated and the event triggering the conversion of the Series B shares to common shares occurs. The expense will be measured as the difference between the fair value of the common stock for which the Series B shares can be converted and the amounts paid for the Series B shares. If a conversion event had occurred as of December 31, 2010, expense would have range from $0 to in excess of $127.6 million (assumes $11 per unit fair market value) which represents approximately 11.6 million shares of common stock.

Liquidity and Capital Resources

The following is a summary of the Company’s significant contractual obligations as of December 31, 2010:

(000’s)	Total			Amount of Commitments Expiring per Period
				Less than 1 Year			2-3 Years			4-5 Years			Over 5 Years
Property Purchase Commitments		$	209,158		$	157,932		$	51,226		$	—		$	—
Debt (including interest of $28.3 million)			126,642			7,298			16,428			49,168			53,748
Ground Leases			654			52			104			104			394
		$	336,454		$	165,282		$	67,758		$	49,272		$	54,142

The Company was initially capitalized on November 9, 2007, with its first investor closing on May 14, 2008. The Company completed its best-efforts offering of Units in December 2010. The Company’s principal source of liquidity is cash on hand and the cash flow generated from properties the Company has or will acquire and any short term investments. In addition, the Company may borrow funds, subject to the approval of the Company’s Board of Directors.

The Company anticipates that cash flow, and cash on hand, will be adequate to cover its operating expenses and to permit the Company to meet its anticipated liquidity requirements, including debt service, capital improvements and anticipated distributions to shareholders. The Company intends to use cash on hand, assumed secured debt and potentially other financing if needed to complete the planned acquisitions.

The Company raised capital through its best-efforts offering of Units (each Unit consists of one common share and one Series A preferred share) by David Lerner Associates, Inc., the managing dealer, which received selling commissions and a marketing expense allowance based on proceeds of the Units sold. From the initial capitalization on November 9, 2007 through the conclusion of the offering in December 2010, the Company closed on a total of 182.3 million Units representing gross proceeds of $2.0 billion. The Company incurred costs of approximately $202.8 million related to this offering.

To maintain its REIT status the Company is required to distribute at least 90% of its ordinary income. Distributions during 2010 totaled approximately $118.1 million and were paid at a monthly rate of $0.073334

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per common share. For the same period the Company’s net cash generated from operations was approximately $38.8 million. During the initial phase of the Company’s operations, the Company may, due to the inherent delay between raising capital and investing that same capital in income producing real estate, have a portion of its distributions funded from offering proceeds. The portion of the distributions funded from offering proceeds is expected to be treated as a return of capital for federal income tax purposes. In May, 2008, the Company’s Board of Directors established a policy for an annualized dividend rate of $0.88 per common share, payable in monthly distributions. The Company intends to continue paying distributions on a monthly basis, consistent with the annualized dividend rate established by its Board of Directors. The Company’s Board of Directors, upon the recommendation of the Audit Committee, may amend or establish a new annualized distribution rate and may change the timing of when distributions are paid. The Company’s objective in setting a distribution rate is to project a rate that will provide consistency over the life of the Company taking into account acquisitions and capital improvements, ramp up of new properties and varying economic cycles. To meet this objective, the Company may require the use of debt or offering proceeds in addition to cash from operations. Since a portion of distributions has to date been funded with proceeds from the offering of Units, the Company’s ability to maintain its current intended rate of distribution will be based on its ability to fully invest its offering proceeds and thereby increase its cash generated from operations. As there can be no assurance of the Company’s ability to acquire properties that provide income at this level, or that the properties already acquired will provide income at this level, there can be no assurance as to the classification or duration of distributions at the current rate. Proceeds of the offering which are distributed are not available for investment in properties.

The Company has a Unit Redemption Program to provide limited interim liquidity to its shareholders who have held their Units for at least one year. Shareholders may request redemption of Units for a purchase price equal to 92% of the price paid per Unit if the Units have been owned for less than three years, or 100% of the price paid per Unit if the Units have been owned more than three years. The maximum number of Units that may be redeemed in any given year will be three percent of the weighted average number of Units outstanding during the 12-month period immediately prior to the date of redemption. The Company reserves the right to change the purchase price of redemptions, reject any request for redemption, or otherwise amend the terms of, suspend, or terminate the Unit Redemption Program. As of December 31, 2010, the Company has redeemed 978,423 Units in the amount of $10.1 million under the program, including 725,952 Units in the amount of $7.5 million in 2010 and 252,471 Units in the amount of $2.6 million redeemed in 2009.

In December 2010, the Company instituted a Dividend Reinvestment Plan for its shareholders. The plan provides a convenient and cost effective way to increase shareholder investment in the Company by reinvesting dividends to purchase additional Units of the Company. The uses of the proceeds from this plan may include purchasing Units under the Company’s Unit Redemption Program, enhancing properties, satisfying financing obligations and other expenses, increasing working capital, funding various corporate operations, and acquiring hotels. The Company has registered 20.0 million Units for potential issuance under the plan. As of December 31, 2010, no Units have been issued under the plan.

The Company has on-going capital commitments to fund its capital improvements. The Company is required, under all of the hotel management agreements and certain loan agreements, to make available, for the repair, replacement, refurbishing of furniture, fixtures, and equipment, a percentage of gross revenues provided that such amount may be used for the Company’s capital expenditures with respect to the hotels. As of December 31, 2010, the Company held $5.5 million in reserves for capital expenditures. Total capital expenditures in 2010 were approximately $9.9 million. Total capital expenditures on properties owned at December 31, 2010 are anticipated to be approximately $20.0 million in 2011. Additionally, the Company is in the process of constructing a SpringHill Suites hotel in Alexandria, Virginia which is expected to be completed during the first quarter of 2011. As of December 31, 2010, the Company has incurred $14.8 million in construction costs and anticipates the total cost to be approximately $25 million.

As of December 31, 2010, the Company had outstanding contracts for the potential purchase of 12 additional hotels for a total purchase price of $209.2 million. Of these 12 hotels, five of these hotels are under construction and should be completed over the next three to 18 months. The seven existing hotels are expected to close by the end of the second quarter of 2011. Although the Company is working towards acquiring these hotels, there are many conditions to closing that have not yet been satisfied and there can be no assurance that closings will occur under the outstanding purchase contracts. The Company also anticipates assuming outstanding mortgage loan obligations on two of the 12 properties, representing a source of funding of

31

approximately $26.2 million of the total purchase price of the contracts outstanding as of December 31, 2010. It is anticipated the remainder of the purchase price, net of debt assumed will be funded from cash on hand.

On October 14, 2009, the Company entered into a ground lease for approximately one acre of land located in downtown Richmond, Virginia. The lease terminates on December 31, 2098, subject to the Company’s right to exercise two renewal periods of ten years each. The Company intends to use the land to build a Courtyard and Residence Inn. Under the terms of the lease the Company has a “Study Period” to determine the viability of the hotels. The Company can terminate the lease for any reason during the Study Period, which originally ended in April 2010, and was extended to April 2011. After the Study Period, the lease continues to be subject to various conditions, including but not limited to obtaining various permits, licenses, zoning variances and franchise approvals. If any of these conditions are not met the Company has the right to terminate the lease at any time. Rent payments are not required until the Company decides to begin construction on the hotels. Annual rent under the lease is $300,000 with adjustments throughout the lease term based on the Consumer Price Index. As there are many conditions to beginning construction on the hotels, there are no assurances that the Company will construct the hotels or continue the lease.

Subsequent Events

In January 2011, the Company declared and paid approximately $13.3 million or $0.073334 per outstanding common share, in a distribution to its common shareholders, of which $3.8 million or 342,165 Units were reinvested under the Company’s Dividend Reinvestment Plan.

In January 2011, the Company redeemed 318,891 Units in the amount of $3.3 million under its Unit Redemption Program.

In February 2011, the Company declared and paid approximately $13.3 million or $0.073334 per outstanding common share, in a distribution to its common shareholders, of which $4.6 million or 418,632 Units were reinvested under the Company’s Dividend Reinvestment Plan.

Subsequent to December 31, 2010, the Company closed on the purchase of six hotels. The following table summarizes the hotel information. All dollar amounts are in thousands.

Location	Brand	Gross Purchase Price			Rooms		Date of Purchase
Mount Laurel, NJ	Homewood Suites		$	15,000		118		1/11/2011
West Orange, NJ	Courtyard			21,500		131		1/11/2011
Texarkana, TX	Hampton Inn & Suites			9,100		81		1/31/2011	(a)
Fayetteville, NC	Home2 Suites			11,397		118		2/3/2011	(b)
Manassas, VA	Residence Inn			14,900		107		2/16/2011
San Bernardino, CA	Residence Inn			13,600		95		2/16/2011
			$	85,497		650

(a)	The Company assumed approximately $5.0 million of mortgage debt associated with this hotel. The loan provides for monthly payments of principal and interest on an amortized basis.
(b)	Property contract was assigned to the Company by ASRG at no cost to the Company other than the sale price of the property under the purchase contract. There was no profit for ASRG in the assignment.

Impact of Inflation

Operators of hotels, in general, possess the ability to adjust room rates daily to reflect the effects of inflation. Competitive pressures may, however, limit the operators’ ability to raise room rates. Currently the Company is not experiencing any material impact from inflation.

Business Interruption

Being in the real estate industry, the Company is exposed to natural disasters on both a local and national scale. Although management believes there is adequate insurance to cover this exposure, there can be no assurance that such events will not have a material adverse effect on the Company’s financial position or results of operations.

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Seasonality

The hotel industry historically has been seasonal in nature. Seasonal variations in occupancy at the Company’s hotels may cause quarterly fluctuations in its revenues. To the extent that cash flow from operations is insufficient during any quarter, due to temporary or seasonal fluctuations in revenue, the Company expects to utilize cash on hand or if necessary any available other financing sources to make distributions.

Critical Accounting Policies

The following contains a discussion of what the Company believes to be critical accounting policies. These items should be read to gain a further understanding of the principles used to prepare the Company’s financial statements. These principles include application of judgment; therefore, changes in judgments may have a significant impact on the Company’s reported results of operations and financial condition.

Investment Policy

Upon acquisition of real estate properties, the Company estimates the fair value of acquired tangible assets (consisting of land, land improvements, buildings and improvements) and identified intangible assets and liabilities, in-place leases and assumed debt based on evaluation of information and estimates available at that date. Generally, the Company does not acquire hotel properties that have significant in-place leases as lease terms for hotel properties are very short term in nature. The Company has not assigned any value to intangible assets such as management contracts and franchise agreements as such contracts are generally at current market rates and any other value attributable to these contracts is not considered material. Beginning January 1, 2009, the Company has expensed as incurred all transaction costs associated with the acquisitions of existing businesses, including title, legal, accounting and other related costs, as well as the brokerage commission paid to ASRG. For acquisitions of existing businesses prior to January 1, 2009, these costs were capitalized as part of the cost of the acquisition.

Capitalization Policy

The Company considers expenditures to be capital in nature based on the following criteria: (1) for a single asset, the cost must be at least $500, including all normal and necessary costs to place the asset in service, and the useful life must be at least one year; (2) for group purchases of 10 or more identical assets, the unit cost for each asset must be at least $50, including all normal and necessary costs to place the asset in service, and the useful life must be at least one year; (3) for major repairs to a single asset, the repair must be at least $2,500 and the useful life of the asset must be substantially extended.

Impairment Losses Policy

The Company records impairment losses on hotel properties used in operations if indicators of impairment are present, and the sum of the undiscounted cash flows estimated to be generated by the respective properties, based on historical and industry information, is less than the properties’ carrying amount. Indicators of impairment include a property with current or potential losses from operations, when it becomes more likely than not that a property will be sold before the end of its previously estimated useful life or when events, trends, contingencies or changes in circumstances indicate that a triggering event has occurred and an asset’s carrying value may not be recoverable. Impairment losses are measured as the difference between the asset’s fair value and its carrying value. No impairment losses have been recorded to date.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board issued a pronouncement (Accounting Standards Update No. 2009-17) which amends its guidance surrounding a company’s analysis to determine whether any of its variable interests constitute controlling financial interests in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics: (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially

33

be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity’s economic performance. The new pronouncement also requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity and enhanced disclosure about an enterprise’s involvement with a variable interest entity. This pronouncement was adopted by the Company in the first quarter of 2010. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company does not engage in transactions in derivative financial instruments or derivative commodity instruments. As of December 31, 2010, the Company’s financial instruments were not exposed to significant market risk due to interest rate risk, foreign currency exchange risk, commodity price risk or equity price risk. The Company will be exposed to changes in short term money market rates as it invests the proceeds from sale of Units pending use in acquisitions and renovations. Based on the Company’s cash invested at December 31, 2010, of $224.1 million, every 100 basis points change in interest rates will impact the Company’s annual net income by approximately $2.2 million, all other factors remaining the same.

The Company has assumed fixed interest rate notes payable to lenders under permanent financing arrangements. The following table summarizes the annual maturities and average interest rates of the Company’s fixed rate notes payable outstanding at December 31, 2010. All dollar amounts are in thousands.

	2011				2012				2013				2014				2015				Thereafter				Total			Fair Market Value
Maturities		$	1,837			$	3,695			$	2,076			$	2,201			$	37,226			$	51,277			$	98,312		$	98,749
Average interest rates			5.6	%			5.6	%			5.7	%			5.7	%			5.7	%			5.9	%

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Item 8. Financial Statements and Supplementary Data

REPORT OF MANAGEMENT
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

March 11, 2011
To the Shareholders
APPLE REIT NINE, INC.

Management of Apple REIT Nine, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles.

The Company’s internal control over financial reporting is supported by written policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of the Company’s annual consolidated financial statements, management has undertaken an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO Framework). Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of those controls.

Based on this assessment, management has concluded that as of December 31, 2010, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this report, has issued an attestation report on the Company’s internal control over financial reporting, a copy of which appears on the next page of this annual report.

/s/ GLADE M. KNIGHT
Glade M. Knight
Chairman and Chief Executive Officer /S/ BRYAN PEERY
Bryan Peery
Chief Financial Officer
(Principal Accounting Officer)

35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Board of Directors and Shareholders of
APPLE REIT NINE, INC.

We have audited Apple REIT Nine, Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Apple REIT Nine, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Apple REIT Nine, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2010 consolidated financial statements of Apple REIT Nine, Inc. and our report dated March 11, 2011 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Richmond, Virginia
March 11, 2011

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of
APPLE REIT NINE, INC.

We have audited the accompanying consolidated balance sheets of Apple REIT Nine, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule listed in the Index at Item 15(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Apple REIT Nine, Inc. at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Apple REIT Nine, Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2011 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Richmond, Virginia
March 11, 2011

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APPLE REIT NINE, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

	As of December 31,
	2010				2009
Assets
Investment in real estate, net of accumulated depreciation of $48,962 and $18,213, respectively		$	1,461,922			$	687,509
Cash and cash equivalents			224,108				272,913
Due from third party managers, net			8,260				2,591
Straight-line rent receivable			10,721				4,618
Other assets, net			40,931				14,882
Total Assets		$	1,745,942			$	982,513
Liabilities
Notes payable		$	99,649			$	58,688
Accounts payable and accrued expenses			12,254				6,420
Total Liabilities			111,903				65,108
Shareholders’ Equity
Preferred stock, authorized 30,000,000 shares; none issued and outstanding			—				—
Series A preferred stock, no par value, authorized 400,000,000 shares; issued and outstanding 181,272,669 and 98,509,650 shares, respectively			—				—
Series B convertible preferred stock, no par value, authorized 480,000 shares; issued and outstanding 480,000 shares, respectively			48				48
Common stock, no par value, authorized 400,000,000 shares; issued and outstanding 181,272,669 and 98,509,650 shares, respectively			1,787,213				968,710
Distributions greater than net income			(153,222	)			(51,353	)
Total Shareholders’ Equity			1,634,039				917,405
Total Liabilities and Shareholders’ Equity		$	1,745,942			$	982,513

See accompanying notes to consolidated financial statements.

The Company was initially capitalized on November 9, 2007 and commenced operations on July 31, 2008.

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APPLE REIT NINE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Years Ended December 31,
	2010				2009				2008
Revenues:
Room revenue		$	144,988			$	76,163			$	9,501
Other revenue			15,147				9,043				2,023
Total hotel revenue			160,135				85,206				11,524
Rental revenue			21,325				15,961				—
Total revenue			181,460				101,167				11,524
Expenses:
Operating expense			44,713				23,454				3,381
Hotel administrative expense			12,688				6,945				883
Sales and marketing			13,938				7,674				1,066
Utilities			7,708				4,245				546
Repair and maintenance			6,944				3,924				637
Franchise fees			6,230				3,445				468
Management fees			5,071				2,610				441
Taxes, insurance and other			10,380				6,032				731
General and administrative			6,472				4,079				1,288
Acquisition related costs			19,379				4,951				—
Depreciation expense			30,749				15,936				2,277
Total expenses			164,272				83,295				11,718
Operating income (loss)			17,188				17,872				(194	)
Interest income (expense), net			(931	)			(1,018	)			2,346
Net income		$	16,257			$	16,854			$	2,152
Basic and diluted net income per common share		$	0.12			$	0.26			$	0.14
Weighted average common shares outstanding—basic and diluted			135,825				66,041				15,852

See accompanying notes to consolidated financial statements.

The Company was initially capitalized on November 9, 2007 and commenced operations on July 31, 2008.

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APPLE REIT NINE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except per share data)

	Common Stock							Class B Convertible Preferred Stock					Distributions Greater Than Net Income				Total
	Number of Shares			Amount				Number of Shares		Amount
Balance at December 31, 2007		—			$	—			480		$	48		$	(17	)		$	31
Net proceeds from the sale of common shares		41,014				400,543			—			—			—				400,543
Stock options granted		—				26			—			—			—				26
Net income		—				—			—			—			2,152				2,152
Cash distributions declared and paid to shareholders ($0.51 per share)		—				—			—			—			(13,012	)			(13,012	)
Balance at December 31, 2008		41,014				400,569			480			48			(10,877	)			389,740
Net proceeds from the sale of common shares		57,748				570,681			—			—			—				570,681
Common shares redeemed		(252	)			(2,605	)		—			—			—				(2,605	)
Stock options granted		—				65			—			—			—				65
Net income		—				—			—			—			16,854				16,854
Cash distributions declared and paid to shareholders ($0.88 per share)		—				—			—			—			(57,330	)			(57,330	)
Balance at December 31, 2009		98,510				968,710			480			48			(51,353	)			917,405
Net proceeds from the sale of common shares		83,489				825,833			—			—			—				825,833
Common shares redeemed		(726	)			(7,462	)		—			—			—				(7,462	)
Stock options granted		—				132			—			—			—				132
Net income		—				—			—			—			16,257				16,257
Cash distributions declared and paid to shareholders ($0.88 per share)		—				—			—			—			(118,126	)			(118,126	)
Balance at December 31, 2010		181,273			$	1,787,213			480		$	48		$	(153,222	)		$	1,634,039

See accompanying notes to consolidated financial statements.

The Company was initially capitalized on November 9, 2007 and commenced operations on July 31, 2008.

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APPLE REIT NINE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Years Ended December 31,
	2010				2009				2008
Cash flows from operating activities:
Net income		$	16,257			$	16,854			$	2,152
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation			30,749				15,936				2,277
Amortization of deferred financing costs, fair value adjustments and other non-cash expenses, net			304				206				36
Straight-line rental income			(6,104	)			(4,618	)			—
Changes in operating assets and liabilities:
Increase in funds due from third party managers, net			(5,944	)			(574	)			(1,680	)
Decrease (increase) in other assets, net			1,911				(1,317	)			336
Increase in accounts payable and accrued expenses			1,585				2,650				196
Net cash provided by operating activities			38,758				29,137				3,317
Cash flows used in investing activities:
Cash paid for acquisitions			(738,129	)			(325,085	)			(311,052	)
Deposits and other disbursements for potential acquisitions, net			(12,345	)			(238	)			(4,176	)
Capital improvements			(22,736	)			(11,736	)			(40	)
Decrease (increase) in capital improvement reserves			3,558				(832	)			(54	)
Investment in other assets			(16,451	)			(3,240	)			—
Net cash used in investing activities			(786,103	)			(341,131	)			(315,322	)
Cash flows from financing activities:
Net proceeds related to issuance of common shares			825,857				570,703				400,779
Redeemptions of common stock			(7,462	)			(2,605	)			—
Distributions paid to common shareholders			(118,126	)			(57,330	)			(13,012	)
Payments of notes payable			(1,135	)			(754	)			(67	)
Deferred financing costs			(594	)			(300	)			(371	)
Payments on line of credit			—				—				(151	)
Net cash provided by financing activities			698,540				509,714				387,178
Increase (decrease) in cash and cash equivalents			(48,805	)			197,720				75,173
Cash and cash equivalents, beginning of period			272,913				75,193				20
Cash and cash equivalents, end of period		$	224,108			$	272,913			$	75,193
Supplemental information:
Interest paid		$	3,571			$	2,835			$	229
Non-cash transactions:
Notes payable assumed in acquisitions		$	42,715			$	19,284			$	38,270
Other assets assumed in acquisitions		$	293			$	210			$	2,795
Other liabilities assumed in acquisitions		$	2,912			$	2,209			$	3,303

See accompanying notes to consolidated financial statements.

The Company was initially capitalized on November 9, 2007 and commenced operations on July 31, 2008.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1

General Information and Summary of Significant Accounting Policies

Organization

Apple REIT Nine, Inc. together with its wholly owned subsidiaries (the “Company”) is a Virginia corporation formed to invest in hotels, residential apartment communities and other income-producing real estate in selected metropolitan areas in the United States. Initial capitalization occurred on November 9, 2007, when 10 Units, each Unit consisting of one common share and one Series A preferred share, were purchased by Apple Nine Advisors, Inc. (“A9A”) and 480,000 Series B convertible preferred shares were purchased by Glade M. Knight, the Company’s Chairman and Chief Executive Officer. The Company began operations on July 31, 2008 when it purchased its first hotel. The Company’s fiscal year end is December 31. The Company has no foreign operations or assets and its operating structure includes two segments, hotels and a ground lease. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. Although the Company has an interest in several variable interest entities through its purchase commitments, it is not the primary beneficiary and therefore does not consolidate any of these entities.

The Company has elected to be treated as a real estate investment trust (“REIT”) for federal income tax purposes. The REIT Modernization Act, effective January 1, 2001, permits real estate investment trusts to establish taxable businesses to conduct certain previously disallowed business activities. The Company has a wholly-owned taxable REIT subsidiary (or subsidiary thereof) (collectively, the “Lessee”), which leases all of the Company’s hotels.

As of December 31, 2010, the Company owned 76 hotels (43 purchased during 2010, 12 acquired in 2009 and 21 acquired during 2008). The Company’s real estate portfolio also includes approximately 410 acres of land and improvements located on 111 sites in the Ft. Worth, Texas area (acquired in April 2009) that are being leased to a subsidiary of Chesapeake Energy Corporation (“Chesapeake”) for the production of natural gas.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. The fair market value of cash and cash equivalents approximates their carrying value. Cash balances may at times exceed federal depository insurance limits.

Investment in Real Estate and Related Depreciation

Real estate is stated at cost, net of depreciation. Repair and maintenance costs are expensed as incurred while significant improvements, renovations, and replacements are capitalized. Depreciation is computed using the straight-line method over estimated useful lives of the assets, which are 40 years for land improvements, 39 years for buildings, ten years for major improvements and three to seven years for furniture and equipment.

The Company considers expenditures to be capital in nature based on the following criteria: (1) for a single asset, the cost must be at least $500, including all normal and necessary costs to place the asset in service, and the useful life must be at least one year; (2) for group purchases of 10 or more identical assets, the unit cost for each asset must be at least $50, including all normal and necessary costs to place the asset in service, and the useful life must be at least one year; (3) for major repairs to a single asset, the repair must be at least $2,500 and the useful life of the asset must be substantially extended.

Upon acquisition of real estate properties, the Company estimates the fair value of acquired tangible assets (consisting of land, land improvements, buildings and improvements) and identified intangible assets and liabilities, in-place leases and assumed debt based on evaluation of information and estimates available at that date. Generally, the Company does not acquire hotel properties that have significant in-place leases as lease terms for hotel properties are very short term in nature. Other than the leases discussed in Note 2, the Company has not assigned any value to intangible assets such as management contracts and franchise agreements as such contracts are generally at current market rates and any other value attributable to these

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contracts is not considered material. Beginning January 1, 2009, the Company has expensed as incurred all transaction costs associated with the acquisitions of existing businesses, including title, legal, accounting and other related costs, as well as the brokerage commission paid to Apple Suites Realty Group, Inc. (“ASRG”), a related party 100% owned by Glade M. Knight, Chairman and Chief Executive Officer of the Company. For acquisitions of existing businesses prior to January 1, 2009, these costs were capitalized as part of the cost of the acquisition.

The Company records impairment losses on hotel properties used in operations if indicators of impairment are present, and the sum of the undiscounted cash flows estimated to be generated by the respective properties, based on historical and industry information, is less than the properties’ carrying amount. Indicators of impairment include a property with current or potential losses from operations, when it becomes more likely than not that a property will be sold before the end of its previously estimated useful life or when events, trends, contingencies or changes in circumstances indicate that a triggering event has occurred and an asset’s carrying value may not be recoverable. Impairment losses are measured as the difference between the asset’s fair value and its carrying value. No impairment losses have been recorded to date.

Revenue Recognition

Hotel revenue is recognized as earned, which is generally defined as the date upon which a guest occupies a room or utilizes the hotel’s services.

During April 2009, the Company entered into a ground lease with a subsidiary of Chesapeake, the second-largest independent producer of natural gas in the United States and guarantor of the lease. The lease has an initial term of 40 years with five renewal options of five years each, exercisable by the tenant. Rental payments are fixed and have determinable rent increases during the initial lease term and reset to market during the first year of the renewal period. Rental payments are required to be made monthly in advance. Under the lease, the tenant is responsible for all operating costs associated with the real estate including, maintenance, insurance, property taxes, environmental, zoning, permitting, etc. and the tenant is required to maintain the real estate in good condition. The lease is classified as an operating lease and rental revenue is recognized on a straight line basis over the initial term of the lease. Rental revenue includes $6.1 million and $4.6 million of adjustments to record rent on the straight line basis for the years ended December 31, 2010 and 2009. Straight line rental receivable totaled $10.7 million and $4.6 million as of December 31, 2010 and 2009, respectively. Management assesses the realizability of this receivable on an ongoing basis to determine if any allowance is warranted. No allowance has been recorded to date.

Offering Costs

In December 2010, the Company completed its best-efforts offering of Units by David Lerner Associates, Inc., the managing underwriter, which received a selling commission and a marketing expense allowance based on proceeds of the Units sold. Additionally, the Company incurred other offering costs including legal, accounting and reporting services. These offering costs are recorded by the Company as a reduction of shareholders’ equity. From the Company’s initial capitalization on November 9, 2007 through conclusion of the offering, the Company had sold 182.3 million Units for gross proceeds of $2.0 billion and proceeds net of offering costs of $1.8 billion.

Comprehensive Income

The Company recorded no comprehensive income other than net income for the periods reported.

Earnings Per Common Share

Basic earnings per common share is computed as net income divided by the weighted average number of common shares outstanding during the year. Diluted earnings per share is calculated after giving effect to all potential common shares that were dilutive and outstanding for the year. There were no shares with a dilutive effect for the years ended December 31, 2010, 2009 and 2008. As a result, basic and dilutive outstanding shares were the same. Series B convertible preferred shares are not included in earnings per common share calculations until such time that such shares are converted to common shares.

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Federal Income Taxes

The Company is operated as, and has elected to be taxed as, a REIT under Sections 856 to 860 of the Internal Revenue Code. Earnings and profits, which will determine the taxability of distributions to shareholders, will differ from income reported for financial reporting purposes primarily due to the differences for federal income tax purposes in the estimated useful lives used to compute depreciation, straight line rent and acquisition related costs. Distributions in 2010 of $0.88 per share for tax purposes were 38% ordinary income and 62% return of capital (unaudited). The characterization of 2009 distributions of $0.88 per share for tax purposes was 47% ordinary income and 53% return of capital (unaudited). The characterization of 2008 distributions of $0.51 per share for tax purposes was 42% ordinary income and 58% return of capital (unaudited).

The Lessee, as a taxable REIT subsidiary of the Company, is subject to federal and state income taxes. The taxable REIT subsidiary incurred a loss for the years ended December 31, 2010, 2009 and 2008, and therefore did not have any federal tax expense. No operating loss benefit has been recorded in the consolidated balance sheet since realization is uncertain. Total net operating loss carry forward for federal income tax purposes was approximately $19.0 million as of December 31, 2010. The net operating loss carry forward will expire beginning in 2028. There are no material differences between the book and tax cost basis of the Company’s assets. As of December 31, 2010 the tax years that remain subject to examination by major tax jurisdictions generally included 2007-2010.

Sales and Marketing Costs

Sales and marketing costs are expensed when incurred. These costs represent the expense for franchise advertising and reservation systems under the terms of the hotel management and franchise agreements and general and administrative expenses that are directly attributable to advertising and promotion.

Use of Estimates

The preparation of the financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board issued a pronouncement (Accounting Standards Update No. 2009-17) which amends its guidance surrounding a company’s analysis to determine whether any of its variable interests constitute controlling financial interests in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics: (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity’s economic performance. The new pronouncement also requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity and enhanced disclosure about an enterprise’s involvement with a variable interest entity. This pronouncement was adopted by the Company in the first quarter of 2010. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

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Note 2

Investment in Real Estate

The Company’s investment in real estate consisted of the following (in thousands):

	December 31, 2010				December 31, 2009
Land		$	176,904			$	115,989
Land Improvements			95,983				98,164
Building and Improvements			1,134,979				450,602
Furniture, Fixtures and Equipment			87,839				39,135
Construction in Progress			15,179				1,832
			1,510,884				705,722
Less Accumulated Depreciation			(48,962	)			(18,213	)
Investment in real estate, net		$	1,461,922			$	687,509

Hotels Owned

As of December 31, 2010, the Company owned 76 hotels, located in 26 states, consisting of the following:

Brand	Total by Brand		Number of Rooms
Hampton Inn		20		2,447
Hilton Garden Inn		17		2,364
Courtyard		11		1,403
Homewood Suites		6		617
Fairfield Inn		5		613
TownePlace Suites		3		329
Residence Inn		6		672
SpringHill Suites		5		728
Marriott		1		206
Embassy Suites		2		316
		76		9,695

The following table summarizes the location, brand, manager, gross purchase price, number of hotel rooms and date of purchase by the Company for each of the 76 hotels. All dollar amounts are in thousands.

Location	Brand	Manager	Gross Purchase Price			Rooms		Date of Purchase
Tucson, AZ	Hilton Garden Inn	Western		$	18,375		125		7/31/2008
Santa Clarita, CA	Courtyard	Dimension			22,700		140		9/24/2008
Charlotte, NC	Homewood Suites	McKibbon			5,750		112		9/24/2008
Allen, TX	Hampton Inn & Suites	Gateway			12,500		103		9/26/2008
Twinsburg, OH	Hilton Garden Inn	Gateway			17,792		142		10/7/2008
Lewisville, TX	Hilton Garden Inn	Gateway			28,000		165		10/16/2008
Duncanville, TX	Hilton Garden Inn	Gateway			19,500		142		10/21/2008
Santa Clarita, CA	Hampton Inn	Dimension			17,129		128		10/29/2008
Santa Clarita, CA	Residence Inn	Dimension			16,600		90		10/29/2008
Santa Clarita, CA	Fairfield Inn	Dimension			9,337		66		10/29/2008
Beaumont, TX	Residence Inn	Western			16,900		133		10/29/2008
Pueblo, CO	Hampton Inn & Suites	Dimension			8,025		81		10/31/2008
Allen, TX	Hilton Garden Inn	Gateway			18,500		150		10/31/2008
Bristol, VA	Courtyard	LBA			18,650		175		11/7/2008
Durham, NC	Homewood Suites	McKibbon			19,050		122		12/4/2008
Hattiesburg, MS	Residence Inn	LBA			9,793		84		12/11/2008
Jackson, TN	Courtyard	Vista			15,200		94		12/16/2008

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Location	Brand	Manager	Gross Purchase Price		Rooms		Date of Purchase
Jackson, TN	Hampton Inn & Suites	Vista		12,600		83		12/30/2008
Pittsburgh, PA	Hampton Inn	Vista		20,458		132		12/31/2008
Fort Lauderdale, FL	Hampton Inn	Vista		19,290		109		12/31/2008
Frisco, TX	Hilton Garden Inn	Western		15,050		102		12/31/2008
Round Rock, TX	Hampton Inn	Vista		11,500		93		3/6/2009
Panama City, FL	Hampton Inn & Suites	LBA		11,600		95		3/12/2009
Austin, TX	Homewood Suites	Vista		17,700		97		4/14/2009
Austin, TX	Hampton Inn	Vista		18,000		124		4/14/2009
Dothan, AL	Hilton Garden Inn	LBA		11,601		104		6/1/2009
Troy, AL	Courtyard	LBA		8,696		90		6/18/2009
Orlando, FL	Fairfield Inn & Suites	Marriott		25,800		200		7/1/2009
Orlando, FL	SpringHill Suites	Marriott		29,000		200		7/1/2009
Clovis, CA	Hampton Inn & Suites	Dimension		11,150		86		7/31/2009
Rochester, MN	Hampton Inn & Suites	Raymond		14,136		124		8/3/2009
Johnson City, TN	Courtyard	LBA		9,880		90		9/25/2009
Baton Rouge, LA	SpringHill Suites	Dimension		15,100		119		9/25/2009
Houston, TX	Marriott	Western		50,750		206		1/8/2010
Albany, GA	Fairfield Inn & Suites	LBA		7,920		87		1/14/2010
Panama City, FL	TownePlace Suites	LBA		10,640		103		1/19/2010
Clovis, CA	Homewood Suites	Dimension		12,435		83		2/2/2010
Jacksonville, NC	TownePlace Suites	LBA		9,200		86		2/16/2010
Miami, FL	Hampton Inn & Suites	Dimension		11,900		121		4/9/2010
Anchorage, AK	Embassy Suites	Stonebridge		42,000		169		4/30/2010
Boise, ID	Hampton Inn & Suites	Raymond		22,370		186		4/30/2010
Rogers, AR	Homewood Suites	Raymond		10,900		126		4/30/2010
St. Louis, MO	Hampton Inn & Suites	Raymond		16,000		126		4/30/2010
Oklahoma City, OK	Hampton Inn & Suites	Raymond		32,657		200		5/28/2010
Ft Worth, TX	TownePlace Suites	Western		18,435		140		7/19/2010
Lafayette, LA	Hilton Garden Inn	LBA		17,261		153		7/30/2010
West Monroe, LA	Hilton Garden Inn	InterMountain		15,639		134		7/30/2010
Silver Spring, MD	Hilton Garden Inn	White		17,400		107		7/30/2010
Rogers, AR	Hampton Inn	Raymond		9,600		122		8/31/2010
St. Louis, MO	Hampton Inn	Raymond		23,000		190		8/31/2010
Kansas City, MO	Hampton Inn	Raymond		10,130		122		8/31/2010
Alexandria, LA	Courtyard	LBA		9,915		96		9/15/2010
Grapevine, TX	Hilton Garden Inn	Western		17,000		110		9/24/2010
Nashville, TN	Hilton Garden Inn	Vista		42,667		194		9/30/2010
Indianapolis, IN	SpringHill Suites	White		12,800		130		11/2/2010
Mishawaka, IN	Residence Inn	White		13,700		106		11/2/2010
Phoenix, AZ	Courtyard	White		16,000		164		11/2/2010
Phoenix, AZ	Residence Inn	White		14,000		129		11/2/2010
Mettawa, IL	Residence Inn	White		23,500		130		11/2/2010
Mettawa, IL	Hilton Garden Inn	White		30,500		170		11/2/2010
Austin, TX	Hilton Garden Inn	White		16,000		117		11/2/2010
Novi, MI	Hilton Garden Inn	White		16,200		148		11/2/2010
Warrenville, IL	Hilton Garden Inn	White		22,000		135		11/2/2010
Schaumburg, IL	Hilton Garden Inn	White		20,500		166		11/2/2010
Salt Lake City, UT	SpringHill Suites	White		17,500		143		11/2/2010
Austin, TX	Fairfield Inn & Suites	White		17,750		150		11/2/2010
Austin, TX	Courtyard	White		20,000		145		11/2/2010
Chandler, AZ	Courtyard	White		17,000		150		11/2/2010
Chandler, AZ	Fairfield Inn & Suites	White		12,000		110		11/2/2010

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Location	Brand	Manager	Gross Purchase Price			Rooms		Date of Purchase
Tampa, FL	Embassy Suites	White			21,800		147		11/2/2010
Andover, MA	SpringHill Suites	Marriott			6,500		136		11/5/2010
Philadelphia (Collegeville), PA	Courtyard	White			20,000		132		11/15/2010
Holly Springs, NC	Hampton Inn	LBA			14,880		124		11/30/2010
Philadelphia (Malvern), PA	Courtyard	White			21,000		127		11/30/2010
Arlington, TX	Hampton Inn & Suites	Western			9,900		98		12/1/2010
Irving, TX	Homewood Suites	Western			10,250		77		12/29/2010
Total				$	1,306,961		9,695

Of the Company’s 76 hotels owned at December 31, 2010, 21 were purchased during 2008, 12 were acquired during 2009 and 43 were acquired in 2010. For the 43 hotels acquired during 2010, the amount of revenue and operating income (excluding acquisition related costs totaling $19.1 million) included in the Company’s consolidated income statement from the acquisition date to the period ending December 31, 2010 was approximately $57.4 million and $10.1 million, respectively. For the 12 hotels acquired during 2009, the amount of revenue and operating income (excluding acquisition related costs totaling $4.6 million) included in the Company’s consolidated income statement from the acquisition date to the period ending December 31, 2009 was approximately $14.7 million and $500,000, respectively.

The Company is also in the process of constructing a SpringHill Suites hotel in Alexandria, Virginia which is expected to be completed in March 2011. Upon completion, it is expected that the hotel will contain approximately 152 guest rooms and will be managed by Marriott. The Company acquired the land in 2009 for $5.1 million and as of December 31, 2010 has incurred $14.8 million in construction costs and anticipates the total cost to be approximately $25 million.

The purchase price for these properties, net of debt assumed, was funded primarily by the Company’s best-efforts offering of Units. The Company assumed approximately $96.5 million of debt secured by 11 of its hotel properties and $3.8 million of unsecured debt in connection with one of its hotel properties. The Company also used the proceeds of its best-efforts offering to pay approximately $34.3 million in acquisition related costs, including $26.2 million, representing 2% of the gross purchase price for these properties, as a brokerage commission to ASRG, 100% owned by Glade M. Knight, the Company’s Chairman and Chief Executive Officer and approximately $8.1 million in other acquisition related costs, including title, legal and other related costs. In accordance with the Accounting Standards Codification on business combinations, the Company has expensed as incurred, acquisition related costs associated with acquiring existing businesses, the execution of new contracts and contract terminations that occurred on or after January 1, 2009. These costs are included in acquisition related costs in the Company’s consolidated statements of operations and totaled $19.4 million and $5.0 million for the years ended December 31, 2010 and 2009, respectively. For acquisitions that occurred prior to January 1, 2009, acquisition related costs totaling $9.9 million were capitalized as part of the cost of the acquisition and included in investment in real estate, net in the Company’s consolidated balance sheets.

In connection with the acquisitions of the Duncanville, Texas, Allen, Texas and Lewisville, Texas Hilton Garden Inn hotels, the Company assumed agreements with the various localities for the use of the hotel’s banquet and meeting facilities. These agreements were at above market rates and as a result the Company recorded an asset of approximately $2.1 million associated with these agreements, which is included in other assets, net in the Company’s consolidated balance sheets. These amounts are being amortized over the remaining terms (average of approximately 7 years) of the respective agreements, and the unamortized balance totaled approximately $1.3 million and $1.7 million as of December 31, 2010 and 2009.

In connection with the acquisition of the Lafayette, Louisiana Hilton Garden Inn hotel in July 2010, the Company assumed a land lease with a remaining initial lease term of 13 years and four 15 year renewal options. The lease was valued at above market rates and as a result the Company recorded an in-place lease liability totaling $570,000 which is included in accounts payable and accrued expenses in the Company’s consolidated balance sheets. The amount is being amortized over the remaining initial lease term and the unamortized balance totaled $552,000 as of December 31, 2010.

No goodwill was recorded in connection with any of the acquisitions.

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Land and Improvements and Lease

In April 2009, the Company acquired approximately 417 acres of land on 113 sites in the Ft. Worth, Texas area for approximately $147 million from Chesapeake. Simultaneous to the closing, the Company entered into a ground lease with Chesapeake for the 113 sites. Chesapeake Energy Corporation is a guarantor of the Lease. Chesapeake is using the land for natural gas production. In February 2010, the Company agreed to sell back to Chesapeake two of the 113 sites originally purchased from Chesapeake in April 2009 and release Chesapeake from their associated lease obligation. The sales price for the two sites was equal to the Company’s original purchase price, approximately $2.6 million. The Company earned and received rental income for the period held totaling approximately $240,000. The lease has an initial term of 40 years with five renewal options of five years each, and annual rent ranging from $15.2 million to $26.9 million with the average annual rent over the initial term being $21.4 million. Payments under the lease are required to be made monthly in advance. Under the lease, Chesapeake is responsible for all operating costs of the real estate including, maintenance, insurance, property taxes, environmental, zoning, permitting, etc. and the tenant is required to maintain the real estate in good condition. During the term of the lease, Chesapeake has the option to purchase up to 30 sites (no more than 10 producing natural gas) for $1.4 million per site in years 1-5 of the lease and $1.9 million for the remainder of the lease. For any sites purchased, the annual rent will be reduced proportionately to the remaining sites.

Chesapeake Energy Corporation is a publicly held company that is traded on the New York Stock Exchange. Chesapeake Energy Corporation is the second-largest independent producer of natural gas in the United States.

The purchase price for the land and improvements was funded primarily by the Company’s on-going best-efforts offering of Units. The Company also used the proceeds of its on-going best-efforts offering to pay approximately $4.1 million in closing costs, including $2.9 million, representing 2% of the gross purchase price, as a brokerage commission to ASRG. The Company capitalized the commission as well as the other closing costs as part of the acquisition cost of the land and improvements. As of December 31, 2010, $52.7 million is included in land and $96.0 million in land improvements on the Company’s consolidated balance sheets.

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Note 3

Notes Payable

In conjunction with the acquisition of 12 hotel properties, the Company assumed approximately $100.3 million in debt. With the exception of the Lewisville, Texas Hilton Garden Inn, the notes are secured by the applicable hotel. The following table summarizes the hotel location, interest rate, maturity date and the principal amount assumed associated with each note payable outstanding as of December 31, 2010 and 2009. All dollar amounts are in thousands.

Location	Brand	Interest Rate(1)			Acquisition Date		Maturity Date			Principal Assumed			Outstanding balance as of December 31, 2010			Outstanding balance as of December 31, 2009
Lewisville, TX	Hilton Garden Inn		0.00	%		10/16/2008		12/31/2016			$	3,750		$	3,750		$	3,750
Duncanville, TX	Hilton Garden Inn		5.88	%		10/21/2008		5/11/2017				13,966			13,560			13,754
Allen, TX	Hilton Garden Inn		5.37	%		10/31/2008		10/11/2015				10,787			10,401			10,585
Bristol, VA	Courtyard		6.59	%		11/7/2008		8/1/2016				9,767			9,514			9,640
Round Rock, TX	Hampton Inn		5.95	%		3/6/2009		5/1/2016				4,175			4,017			4,110
Austin, TX	Homewood Suites		5.99	%		4/14/2009		3/1/2016				7,556			7,279			7,448
Austin, TX	Hampton Inn		5.95	%		4/14/2009		3/1/2016				7,553			7,274			7,445
Rogers, AR	Hampton Inn		5.20	%		8/31/2010		9/1/2015				8,337			8,286			—
St. Louis, MO	Hampton Inn		5.30	%		8/31/2010		9/1/2015				13,915			13,831			—
Kansas City, MO	Hampton Inn		5.45	%		8/31/2010		10/1/2015				6,517			6,479			—
Philadelphia (Malvern), PA	Courtyard		6.50	%		11/30/2010		10/1/2032	(2)			7,894			7,880			—
Irving, TX	Homewood Suites		5.83	%		12/29/2010		4/11/2017				6,052			6,041			—
											$	100,269		$	98,312		$	56,732

(1)	At acquisition, the Company adjusted the interest rates on these loans to market rates and is amortizing the adjustments to interest expense over the life of the loan.
(2)	Outstanding principal balance is callable by lender or prepayable by the Company beginning on October 1, 2016, and every five years thereafter until maturity, subject to certain conditions.

The aggregate amounts of principal payable under the Company’s debt obligations, for the five years subsequent to December 31, 2010 and thereafter are as follows (in thousands):

2011	$	1,837
2012		3,695
2013		2,076
2014		2,201
2015		37,226
Thereafter		51,277
		98,312
Fair Value Adjustment of Assumed Debt		1,337
Total	$	99,649

A fair value adjustment was recorded upon the assumption of above or below market rate loans in connection with the Company’s hotel acquisitions. These fair value adjustments will be amortized into interest expense over the remaining term of the related indebtedness using a method approximating the effective interest rate method. The effective interest rates on the applicable debt obligations assumed ranged from 3.9% to 6.5% at the date of assumption. The total adjustment to interest expense was a decrease of $287,900 and $281,500 and an increase of $1,500 for the years ended December 31, 2010, 2009 and 2008, respectively. The unamortized balance of the fair value adjustment was $1.3 million and $2.0 million at December 31, 2010 and 2009, respectively.

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The Company estimates the fair value of its debt by discounting the future cash flows of each instrument at estimated market rates consistent with the maturity of the debt obligation with similar credit policies. Market rates take into consideration general market conditions and maturity. As of December 31, 2010, the carrying value and estimated fair value of the Company’s debt was $99.6 million and $98.7 million. As of December 31, 2009, the carrying value and estimated fair value of the Company’s debt was $58.7 million and $56.7 million.

The Company incurred loan origination costs related to the assumption of the mortgage obligations on purchased hotels, totaling $1.3 million. Such costs are amortized over the period to maturity of the applicable mortgage loan, as an addition to interest expense. Amortization of such costs totaled $118,000, $81,000 and $8,000 for the years ended December 31, 2010, 2009 and 2008, respectively.

The Company’s interest expense in 2010 and 2009 is net of interest capitalized in conjunction with hotel renovations and construction totaling $600,000 and $400,000, respectively.

Note 4

Shareholders’ Equity

Best-efforts Offering

The Company concluded its best-efforts offering of Units in December 2010. The Company registered its Units on Registration Statement Form S-11 (File No. 333-147414) filed on April 23, 2008 and was declared effective by the Securities and Exchange Commission on April 25, 2008. The Company began its best-efforts offering of Units the same day the registration statement was declared effective. Each Unit consists of one common share and one Series A preferred share.

Series A Preferred Shares

The Series A preferred shares have no voting rights and no conversion rights. In addition, the Series A preferred shares are not separately tradable from the common shares to which they relate. The Series A preferred shares do not have any distribution rights except a priority distribution upon the sale of the Company’s assets. The priority distribution (“Priority Distribution”) will be equal to $11.00 per Series A preferred share, and will be paid before any distribution will be made to the holders of any other shares. Upon the Priority Distribution the Series A preferred shares will have no other distribution rights.

Series B Convertible Preferred Stock

The Company has issued 480,000 Series B convertible preferred shares to Glade M. Knight, Chairman and Chief Executive Officer of the Company, in exchange for the payment by him of $0.10 per Series B convertible preferred share, or an aggregate of $48,000. The Series B convertible preferred shares are convertible into common shares pursuant to the formula and on the terms and conditions set forth below.

There are no dividends payable on the Series B convertible preferred shares. Holders of more than two-thirds of the Series B convertible preferred shares must approve any proposed amendment to the articles of incorporation that would adversely affect the Series B convertible preferred shares.

Upon the Company’s liquidation, the holder of the Series B convertible preferred shares is entitled to a priority liquidation payment before any distribution of liquidation proceeds to the holders of the common shares. However, the priority liquidation payment of the holder of the Series B convertible preferred shares is junior to the holders of the Series A preferred shares distribution rights. The holder of a Series B convertible preferred share is entitled to a liquidation payment of $11 per number of common shares each Series B convertible preferred share would be convertible into according to the formula described below. In the event that the liquidation of the Company’s assets results in proceeds that exceed the distribution rights of the Series A preferred shares and the Series B convertible preferred shares, the remaining proceeds will be distributed between the common shares and the Series B convertible preferred shares, on an as converted basis.

Each holder of outstanding Series B convertible preferred shares shall have the right to convert any of such shares into common shares of the Company upon and for 180 days following the occurrence of any of the following events:

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(1) substantially all of the Company’s assets, stock or business is sold or transferred through exchange, merger, consolidation, lease, share exchange, sale or otherwise, other than a sale of assets in liquidation, dissolution or winding up of the Company;

(2) the termination or expiration without renewal of the advisory agreement with A9A, or if the Company ceases to use ASRG to provide property acquisition and disposition services; or

(3) the Company’s common shares are listed on any securities exchange or quotation system or in any established market.

Upon the occurrence of any conversion event, each Series B convertible preferred share may be converted into 24.17104 common shares. In the event that the Company raises additional gross proceeds in a subsequent public offering, each Series B convertible preferred share may be converted into an additional number of common shares based on the additional gross proceeds raised through the date of conversion in a subsequent public offering according to the following formula: (X/100 million) x 1.20568, where X is the additional gross proceeds rounded down to the nearest 100 million.

No additional consideration is due upon the conversion of the Series B convertible preferred shares. The conversion into common shares of the Series B convertible preferred shares will result in dilution of the shareholders’ interests.

Expense related to the issuance of 480,000 Series B convertible preferred shares to Mr. Knight will be recognized at such time when the number of common shares to be issued for conversion of the Series B shares can be reasonably estimated and the event triggering the conversion of the Series B shares to common shares occurs. The expense will be measured as the difference between the fair value of the common stock for which the Series B shares can be converted and the amounts paid for the Series B shares. If a conversion event had occurred as of December 31, 2010, expense would have range from $0 to in excess of $127.6 million (assumes $11 per unit fair market value) which represents approximately 11.6 million shares of common stock.

Preferred Shares

The Company’s articles of incorporation authorize issuance of up to 30 million additional preferred shares. No preferred shares other than the Series A preferred shares and the Series B convertible preferred shares (discussed above) have been issued. The Company believes that the authorization to issue additional preferred shares benefits the Company and its shareholders by permitting flexibility in financing additional growth, giving the Company additional financing options in corporate planning and in responding to developments in business, including financing of additional acquisitions and other general corporate purposes. Having authorized preferred shares available for issuance in the future gives the Company the ability to respond to future developments and allows preferred shares to be issued without the expense and delay of a special shareholders’ meeting. At present, the Company has no specific financing or acquisition plans involving the issuance of additional preferred shares and the Company does not propose to fix the characteristics of any series of preferred shares in anticipation of issuing preferred shares other than the Series A preferred shares and Series B convertible preferred shares discussed above. The Company cannot now predict whether or to what extent, if any, additional preferred shares will be used or if so used what the characteristics of a particular series may be. The voting rights and rights to distributions of the holders of common shares will be subject to the prior rights of the holders of any subsequently-issued preferred shares. Unless otherwise required by applicable law or regulation, the preferred shares would be issuable without further authorization by holders of the common shares and on such terms and for such consideration as may be determined by the Board of Directors. The preferred shares could be issued in one or more series having varying voting rights, redemption and conversion features, distribution (including liquidating distribution) rights and preferences, and other rights, including rights of approval of specified transactions. A series of preferred shares could be given rights that are superior to rights of holders of common shares and a series having preferential distribution rights could limit common share distributions and reduce the amount holders of common shares would otherwise receive on dissolution.

Unit Redemption Program

The Company has a Unit Redemption Program to provide limited interim liquidity to its shareholders who have held their Units for at least one year. Shareholders may request redemption of Units for a purchase price equal to 92% of the price paid per Unit if the Units have been owned for less than three years, or 100% of the price paid per Unit if the Units have been owned more than three years. The maximum number of Units

51

that may be redeemed in any given year will be three percent of the weighted average number of Units outstanding during the 12-month period immediately prior to the date of redemption. The Company reserves the right to change the purchase price of redemptions, reject any request for redemption, or otherwise amend the terms of, suspend, or terminate the Unit Redemption Program. As of December 31, 2010, the Company has redeemed 978,423 Units in the amount of $10.1 million under the program, including 725,952 Units in the amount of $7.5 million in 2010 and 252,471 Units in the amount of $2.6 million redeemed in 2009.

Dividend Reinvestment Plan

In December 2010, the Company instituted a Dividend Reinvestment Plan for its shareholders. The plan provides a convenient and cost effective way to increase shareholder investment in the Company by reinvesting dividends to purchase additional Units of the Company. The uses of the proceeds from this plan may include purchasing Units under the Company’s Unit Redemption Program, enhancing properties, satisfying financing obligations and other expenses, increasing working capital, funding various corporate operations, and acquiring hotels. The Company has registered 20.0 million Units for potential issuance under the plan. As of December 31, 2010, no Units have been issued under the plan.

Distributions

The Company’s annual distribution rate as of December 31, 2010 was $0.88 per common share. For the years ended December 31, 2010 and 2009, the Company made distributions of $0.88 per common share for a total of $118.1 million and $57.3 million. For the period beginning June 2008 (first month a distribution was paid) through December 31, 2008, the Company made distributions of $0.51 per common share for a total of $13.0 million.

Note 5

Stock Option Plan

During 2008, the Company adopted a non-employee directors’ stock option plan (the “Directors’ Plan”) to provide incentives to attract and retain directors. The Directors’ Plan provides for an automatic grant of options to purchase a specified number of Units to directors, who are not employees of the Company. The Company’s Compensation Committee (“Committee”) is responsible for administering the Directors’ Plan. The Committee is responsible for granting Options and for establishing the exercise price of Options. Under the Directors Plan, the number of Units authorized for issuance is equal to 45,000 plus 1.8% of the number of Units sold in excess of the minimum offering of 9,523,810 Units. This plan currently relates to the initial public offering of 182,251,082 Units. Therefore, the maximum number of Units authorized under the Directors’ Plan is currently 3,154,091.

The Directors’ Plan generally provides, among other things, that options be granted at exercise prices not lower than the market value of the Units on the date of grant. The options are 100% vested upon issuance and are exercisable six months after the date of grant and will expire 10 years from the date of grant. During 2010, 2009 and 2008, the Company granted options to purchase 102,472, 49,864 and 31,744 Units under the Directors’ Plan and recorded compensation expense totaling $132,000 in 2010, $65,000 in 2009 and $26,000 in 2008. All of the options issued have an exercise price of $11 per Unit. Activity in the Company Directors’ Plan during 2010, 2009 and 2008 is summarized in the following table:

	2010			2009			2008
Outstanding, beginning of year:			81,608			31,744			—
Granted			102,472			49,864			31,744
Exercised			—			—			—
Expired or canceled			—			—			—
Outstanding, end of year:			184,080			81,608			31,744
Exercisable, end of year:			184,080			81,608			31,744
The weighted-average exercise price:		$	11.00		$	11.00		$	11.00

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Note 6

Management and Franchise Agreements

Each of the Company’s 76 hotels are operated and managed, under separate management agreements, by affiliates of one of the following companies (indicates the number of hotels managed): Dimension Development Two, LLC (“Dimension”) (9), Gateway Hospitality Group, Inc. (“Gateway”) (5), Intermountain Management, LLC (“Intermountain”) (1), LBAM-Investor Group, L.L.C. (“LBA”) (12), Fairfield FMC, LLC and SpringHill SMC, LLC, subsidiaries of Marriott International (“Marriott”) (3), MHH Management, LLC (“McKibbon”) (2), Raymond Management Company, Inc. (“Raymond”) (8), Stonebridge Realty Advisors, Inc. (“Stonebridge”) (1), Vista Host, Inc. (“Vista”) (8), Texas Western Management Partners, L.P. (“Western”) (8) or White Lodging Services Corporation (“White”) (19). The agreements provide for initial terms of one to 30 years. Fees associated with the agreements generally include the payment of base management fees, incentive management fees, accounting fees, and other fees for centralized services which are allocated among all of the hotels that receive the benefit of such services. Base management fees are calculated as a percentage of gross revenues. Incentive management fees are calculated as a percentage of operating profit in excess of a priority return to the Company, as defined in the management agreements. The Company has the option to terminate the management agreements if specified performance thresholds are not satisfied. For the years ended December 31, 2010, 2009 and 2008, the Company incurred approximately $5.1 million, $2.6 million and $441,000 in management fees.

Dimension, Gateway, Intermountain, LBA, McKibbon, Raymond, Stonebridge, Vista, Western and White are not affiliated with either Marriott or Hilton, and as a result, the hotels they manage were required to obtain separate franchise agreements with each respective franchisor. The Hilton franchise agreements generally provide for an initial term of 10 to 20 years. Fees associated with the agreements generally include the payment of royalty fees and program fees. The Marriott franchise agreements generally provide for initial terms of 13 to 28 years. Fees associated with the agreements generally include the payment of royalty fees, marketing fees, reservation fees and a communications support fee based on room revenues. For the years ended December 31, 2010, 2009 and 2008, the Company incurred approximately $6.2 million, $3.4 million and $468,000 in franchise fees.

Note 7

Related Parties

The Company has, and is expected to continue to engage in, significant transactions with related parties. These transactions cannot be construed to be at arm’s length and the results of the Company’s operations may be different than if conducted with non-related parties. The Company’s independent members of the Board of Directors oversee and annually review the Company’s related party relationships (which include the relationships discussed in this section) and are required to approve any significant modifications to the contracts, as well as any new significant related party transactions. There were no changes to the contracts discussed in this section and the Board of Directors approved the purchase of the note discussed below. The Board of Directors is not required to approve each individual transaction that falls under the related party relationships. However, under the direction of the Board of Directors, at least one member of the Company’s senior management team approves each related party transaction.

The Company has a contract with ASRG, to acquire and dispose of real estate assets for the Company. A fee of 2% of the gross purchase price or gross sale price in addition to certain reimbursable expenses is paid to ASRG for these services. As of December 31, 2010, payments to ASRG for fees under the terms of this contract have totaled approximately $29.1 million since inception. Of this amount, the Company incurred $15.6 million in 2010 and $6.7 million in 2009.

The Company is party to an advisory agreement with A9A to provide management services to the Company. An annual fee ranging from 0.1% to 0.25% of total equity proceeds received by the Company, in addition to certain reimbursable expenses, are payable for these services. Total advisory fees and reimbursable expenses incurred by the Company under the advisory agreement are included in general and administrative expenses and totaled approximately $3.6 million, $2.4 million and $766,000 for the years ended December 31, 2010, 2009 and 2008, respectively. Of this total expense, approximately $1.5 million, $722,000 and $171,000 were fees paid to A9A and $2.1 million, $1.7 million and $.6 million were expenses reimbursed (or paid directly to

53

AR6 on behalf of A9A or ASRG) by A9A or ASRG to AR6 for the years ended December 31, 2010, 2009 and 2008. The expenses reimbursed are approximately $1.1 million, $.9 million and $.3 million respectively, for costs reimbursed under the contract with ASRG and approximately $1.0 million, $.8 million and $.3 million respectively of costs reimbursed under the contract with A9A.

The advisors are staffed with personnel of Apple REIT Six, Inc. (“AR6”). AR6 provides similar staffing for Apple Six Advisors, Inc. (“A6A”), Apple Seven Advisors, Inc. (“A7A”), Apple Eight Advisors, Inc. (“A8A”) and Apple Ten Advisors, Inc. (“A10A”). A6A, A7A, A8A and A10A provide management services to, respectively, AR6, Apple REIT Seven, Inc., Apple REIT Eight, Inc. and Apple REIT Ten, Inc. Although there is a potential conflict on time allocation of employees due to the fact that a senior manager, officer or staff member will provide services to more than one company, the Company believes that the executives and staff compensation sharing arrangement allows the companies to share costs yet attract and retain superior executives and staff. The cost sharing structure also allows each entity to maintain a much more cost effective structure than having separate staffing arrangements. Amounts reimbursed to AR6 include both compensation for personnel and “overhead” (office rent, utilities, benefits, office supplies, etc.) utilized by the companies. The allocation of costs from AR6 is made by the management of the several REITs and is reviewed at least annually by the Compensation Committees of the several REITs. In making the allocation, management and the Compensation Committee, consider all relevant facts related to the Company’s level of business activity and the extent to which the Company requires the services of particular personnel of AR6. Such payments are based on the actual costs of the services and are not based on formal record keeping regarding the time these personnel devote to the Company, but are based on a good faith estimate by the employee and/or his or her supervisor of the time devoted by the employee to the Company. As part of this arrangement, the day to day transactions may result in amounts due to or from the noted related parties. To efficiently manage cash disbursements, the individual companies may make payments for any or all of the related companies. The amounts due to or from the related individual companies are reimbursed or collected and are not significant in amount.

ASRG, A6A, A7A, A8A, A9A and A10A are 100% owned by Glade M. Knight, Chairman and Chief Executive Officer of the Company. Mr. Knight is also Chairman and Chief Executive Officer of AR6, Apple REIT Seven, Inc., Apple REIT Eight, Inc. and Apple REIT Ten, Inc. (a newly formed REIT). Members of the Company’s Board of Directors are also on the Board of Directors of AR6, Apple REIT Seven, Inc., and Apple REIT Eight, Inc.

Included in other assets, net on the Company’s consolidated balance sheet is a 24% ownership interest in Apple Air Holding, LLC (“Apple Air”), purchased by the Company for $3.2 million in cash in January 2009. The other members of Apple Air are Apple REIT Six, Inc., Apple REIT Seven, Inc. and Apple REIT Eight, Inc. The interest was purchased to allow the Company access to two Lear jets for acquisition, asset management and renovation purposes. The Company has recorded its share of income and losses of the entity under the equity method of accounting and adjusted its investment in Apple Air accordingly. The Company’s ownership interest was approximately $2.2 million and $2.8 million at December 31, 2010 and 2009, respectively. For the years ended December 31, 2010 and 2009, the Company recorded a loss of approximately $840,000 and $460,000, respectively, as its share of the net loss of Apple Air, which primarily relates to the depreciation of the aircraft and the reduction in basis of the two jets due to the planned trade in for one new jet in 2011. The loss is included in general and administrative expense in the Company’s consolidated statements of operations.

Due to the significant discount offered by the original lender, in October 2010, the Company purchased a mortgage note with an outstanding balance of approximately $11.3 million for a total purchase price of approximately $10.8 million from an unrelated third party. The note balance net of unamortized discount is included in other assets, net on the Company’s consolidated balance sheet and totaled $10.9 million as of December 31, 2010. The interest rate on this mortgage is a variable rate based on the 3-month LIBOR, and as is currently 5.0%. The note requires monthly payments of principal and interest and matures on February 1, 2012. The borrower on the note is Apple Eight SPE Columbia, Inc., an indirect wholly owned subsidiary of Apple REIT Eight, Inc. and the note is secured by a Hilton Garden Inn hotel located in Columbia, South Carolina.

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Note 8

Lease Commitments

In April 2009, the Company entered into a ground lease with Chesapeake, the second-largest independent producer of natural gas in the United States and guarantor of the lease. The lease has an initial term of 40 years with five renewal options of five years each, exercisable by the tenant. Rental payments are fixed and have determinable rent increases during the initial lease term and reset to market during the first year of the renewal period. Rental payments are required to be made monthly in advance. Under the lease, the tenant is responsible for all operating costs associated with the real estate including, maintenance, insurance, property taxes, environmental, zoning, permitting, etc. and the tenant is required to maintain the real estate in good condition. Future minimum rental payments to be received from the tenant for the five years subsequent to December 31, 2010 and thereafter are as follows (in thousands):

2011	$	15,185
2012		15,185
2013		15,185
2014		16,298
2015		16,703
Thereafter		749,932
Total	$	828,488

In connection with the acquisition of the Lafayette Hilton Garden Inn hotel in July 2010, the Company assumed a land lease with a remaining initial lease term of 13 years and four 15 year renewal options. The lease is subject to an annual base rental payment and monthly payments based on a percentage of room and food and beverage sales. The estimated minimum lease payments pertaining to the Company’s land lease, for the five years subsequent to December 31, 2010 and thereafter are as follows (in thousands):

2011	$	52
2012		52
2013		52
2014		52
2015		52
Thereafter		394
Total	$	654

Note 9

Pro Forma Information (Unaudited)

The following unaudited pro forma information for the years ended December 31, 2010 and 2009 is presented as if the acquisitions of the Company’s 76 hotels owned at December 31, 2010 had occurred on the latter of January 1, 2009 or the opening date of the hotel. The pro forma information does not purport to represent what the Company’s results of operations would actually have been if such transactions, in fact, had occurred on these applicable dates, nor does it purport to represent the results of operations for future periods. Amounts are in thousands, except per share data.

	Year Ended December 31,
	2010			2009
Total revenues		$	269,563		$	214,071
Net income			44,972			16,005
Net income per share—basic and diluted		$	0.30		$	0.14

The pro forma information reflects adjustments for actual revenues and expenses of the 55 hotels acquired during the two years ended December 31, 2010 for the respective period owned prior to acquisition by the Company. Net income has been adjusted as follows: (1) interest income and expense have been adjusted to reflect the reduction in cash and cash equivalents required to fund the acquisitions; (2) interest expense related to prior owners’ debt which was not assumed has been eliminated; (3) depreciation has been adjusted based on the Company’s basis in the hotels; and (4) transaction costs have been adjusted for the acquisition of existing businesses that occurred on or after January 1, 2009.

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Note 10

Industry Segments

The Company has two reportable segments: hotel investments and real estate leased under a long-term triple-net lease. The Company owns extended-stay and limited service hotel properties throughout the United States that generate rental and other property related income. The Company separately evaluates the performance of each of its hotel properties. However, because each of the hotels has similar economic characteristics, facilities, and services, and each hotel is not individually significant, the properties have been aggregated into a single operating segment. In addition, the Company owns approximately 410 acres of land and land improvements on 111 sites in the Ft. Worth, Texas area (acquired in April 2009) that is leased to a tenant for the production of natural gas. Under the ground lease, the Company receives monthly rental payments. Prior to the acquisition of the land in Ft. Worth, Texas, the Company’s only reportable segment was hotel investments. The Company does not allocate corporate-level accounts to its operating segments, including corporate general and administrative expenses, non-operating interest income and interest expense. The following table summarizes the results of operations and assets for each segment for the years ending December 31, 2010 and 2009. Dollar amounts are in thousands.

	Year ended December 31, 2010
	Hotels				Ground Lease			Corporate				Consolidated
Total revenue		$	160,135			$	21,325		$	—			$	181,460
Operating expenses			107,565				107			—				107,672
Acquisition related costs			19,379				—			—				19,379
Depreciation expense			28,391				2,358			—				30,749
General and administrative			—				—			6,472				6,472
Operating income/(loss)			4,800				18,860			(6,472	)			17,188
Interest income			—				—			2,008				2,008
Interest expense			(2,939	)			—			—				(2,939	)
Net income/(loss)		$	1,861			$	18,860		$	(4,464	)		$	16,257
Total assets as of December 31, 2010		$	1,334,590			$	155,207		$	256,145			$	1,745,942

	Year ended December 31, 2009
	Hotels				Ground Lease			Corporate				Consolidated
Total revenue		$	85,206			$	15,961		$	—			$	101,167
Operating expenses			58,250				79			—				58,329
Acquisition related costs			4,951				—			—				4,951
Depreciation expense			14,095				1,841			—				15,936
General and administrative			—				—			4,079				4,079
Operating income/(loss)			7,910				14,041			(4,079	)			17,872
Interest income			—				—			1,282				1,282
Interest expense			(2,300	)			—			—				(2,300	)
Net income/(loss)		$	5,610			$	14,041		$	(2,797	)		$	16,854
Total assets as of December 31, 2009		$	550,163			$	154,078		$	278,272			$	982,513

Note 11

Significant Tenant

A subsidiary of Chesapeake Energy Corporation leases properties with carrying values that represent approximately 9% of the Company’s total assets, at cost, as of December 31, 2010. The following table presents summary financial information for Chesapeake Energy Corporation, which is a guarantor of the lease, as of December 31, 2010 and 2009, and for the years ended December 31, 2010, 2009 and 2008, as reported in its December 31, 2010 Form 10-K furnished with the Securities and Exchange Commission (the “SEC”).

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CHESAPEAKE ENERGY CORPORATION
SELECTED FINANCIAL DATA
(In millions)

Consolidated Balance Sheet Data:

	December 31,
	2010			2009
Current assets		$	3,266		$	2,446
Noncurrent assets			33,913			27,468
Current liabilities			4,490			2,688
Noncurrent liabilities			17,425			14,885
Total equity			15,264			12,341

Consolidated Statements of Income Data:

	Year Ended December 31,
	2010			2009				2008
Total revenues		$	9,366		$	7,702			$	11,629
Total operating costs			6,561			16,647				10,172
Operating income/(loss)			2,805			(8,945	)			1,457
Net income/(loss)			1,774			(5,805	)			604

Consolidated Statements of Cash Flows Data:

	Year Ended December 31,
	2010				2009				2008
Cash provided by operating activities		$	5,117			$	4,356			$	5,357
Cash used in investing activities			(8,503	)			(5,462	)			(9,965	)
Cash provided by (used in) financing activities			3,181				(336	)			6,356
Net increase (decrease) in cash and cash equivalents			(205	)			(1,442	)			1,748
Cash and cash equivalents, beginning of period			307				1,749				1
Cash and cash equivalents, end of period			102				307				1,749

The summary financial information of Chesapeake Energy Corporation is presented to comply with applicable accounting regulations of the SEC. References in these financials statements to the financial statements furnished with the SEC for Chesapeake Energy Corporation are included as textual references only, and the information in Chesapeake Energy Corporation’s filing is not incorporated by reference into these financial statements.

Note 12

Hotel Contract Commitments

As of December 31, 2010, the Company had outstanding contracts for the potential purchase of 12 additional hotels for a total purchase price of $209.2 million. Of these 12 hotels, five are under construction and should be completed over the next three to 18 months. The existing seven hotels are expected to close by the end of the second quarter of 2011. Although the Company is working towards acquiring these hotels, there are many conditions to closing that have not yet been satisfied and there can be no assurance that closings will occur under the outstanding purchase contracts. The following table summarizes the location, brand, number of rooms, refundable (if the seller does not meet its obligations under the contract) contract deposits paid, and gross purchase price for each of the contracts. All dollar amounts are in thousands.

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Location	Brand	Rooms		Deposits Paid			Gross Purchase Price
Operating(a)
Jacksonville, NC	Fairfield Inn & Suites		79		$	125		$	7,800
Texarkana, TX	Hampton Inn & Suites		81			100			9,100	(d)
Manassas, VA	Residence Inn		107			125			14,900
Mount Laurel, NJ	Homewood Suites		118			125			15,000
San Bernardino, CA	Residence Inn		95			125			13,600
West Orange, NJ	Courtyard		131			125			21,500
Dallas, TX	Hilton		224			1,000			41,000	(d)
Under Construction(b)
Santa Ana, CA	Courtyard		155			5,920			24,800
Lafayette, LA	SpringHill Suites		103			3			10,232	(c)
Tucson, AZ	TownePlace Suites		124			3,963			15,852	(c)
El Paso, TX	Hilton Garden Inn		145			10			19,974	(c)
Nashville, TN	Home2 by Hilton		110			500			15,400
			1,472		$	12,121		$	209,158

(a)	The hotels are currently operational and assuming all conditions to closing are met should close within three to four months from December 31, 2010.
(b)	The hotels are currently under construction. The table shows the expected number of rooms upon hotel completion and the expected franchise. Assuming all conditions to closing are met should close within the next 18 months from December 31, 2010.
(c)	If the seller meets all of the conditions to closing, the Company is obligated to specifically perform under the contract. As the properties are under construction, at this time, the seller has not met all of the conditions to closing.
(d)	Purchase contract for these hotels require the Company to assume approximately $26.2 million in mortgage debt. The loans provide for monthly payments of principal and interest on an amortized basis.

As there can be no assurance that all conditions to closing will be satisfied, the Company includes deposits paid for hotels under contract in other assets, net in the Company’s consolidated balance sheets, and in deposits and other disbursements for potential acquisitions in the Company’s consolidated statements of cash flows. It is anticipated that the purchase price (less any debt assumed) for the outstanding contracts will be funded with cash on hand if a closing occurs.

On October 14, 2009, the Company entered into a ground lease for approximately one acre of land located in downtown Richmond, Virginia. The lease terminates on December 31, 2098, subject to the Company’s right to exercise two renewal periods of ten years each. The Company intends to use the land to build a Courtyard and Residence Inn. Under the terms of the lease the Company has a “Study Period” to determine the viability of the hotels. The Company can terminate the lease for any reason during the Study Period, which originally ended in April 2010, and was extended to April 2011. After the Study Period, the lease continues to be subject to various conditions, including but not limited to obtaining various permits, licenses, zoning variances and franchise approvals. If any of these conditions are not met the Company has the right to terminate the lease at any time. Rent payments are not required until the Company decides to begin construction on the hotels. Annual rent under the lease is $300,000 with adjustments throughout the lease term based on the Consumer Price Index. As there are many conditions to beginning construction on the hotels, there are no assurances that the Company will construct the hotels or continue the lease.

With the exception of one purchase contract entered into in January 2011, the Company does not plan to enter into contracts for the acquisition of any hotels other than the ones discussed in this section.

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Note 13

Quarterly Financial Data (Unaudited)

The following is a summary of quarterly results of operations for the years ended December 31, 2010 and 2009. Income per share for the four quarters in 2010 and 2009 are non-additive in comparison to income per share for the years ended December 31, 2010 and 2009, respectively due to the timing and size of the Company’s Unit issuances.

2010 (in thousands except per share data)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenues		$	31,773		$	40,970		$	49,125		$	59,592
Net income		$	3,781		$	5,318		$	6,559		$	599
Basic and diluted net income per common share		$	0.04		$	0.04		$	0.05		$	—
Distributions declared and paid per common share		$	0.22		$	0.22		$	0.22		$	0.22

2009 (in thousands except per share data)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenues		$	18,683		$	26,584		$	28,101		$	27,799
Net income		$	1,550		$	5,733		$	4,085		$	5,486
Basic and diluted net income per common share		$	0.03		$	0.10		$	0.06		$	0.06
Distributions declared and paid per common share		$	0.22		$	0.22		$	0.22		$	0.22

Upon completion of the purchase price allocation for the land and land improvements acquired on April 7, 2009, the Company calculated and recorded depreciation expense related to land improvements of $1.8 million of which $614,000 relates to the second quarter and $614,000 relates to the third quarter of 2009. Previously reported amounts have been adjusted to reflect this expense in the quarter to which it relates.

Note 14

Subsequent Events

In January 2011, the Company declared and paid approximately $13.3 million or $0.073334 per outstanding common share, in a distribution to its common shareholders, of which $3.8 million or 342,165 Units were reinvested under the Company’s Dividend Reinvestment Plan.

In January 2011, the Company redeemed 318,891 Units in the amount of $3.3 million under its Unit Redemption Program.

In February 2011, the Company declared and paid approximately $13.3 million or $0.073334 per outstanding common share, in a distribution to its common shareholders, of which $4.6 million or 418,632 Units were reinvested under the Company’s Dividend Reinvestment Plan.

Subsequent to December 31, 2010, the Company closed on the purchase of six hotels. The following table summarizes the hotel information. All dollar amounts are in thousands.

Location	Brand	Gross Purchase Price			Rooms		Date of Purchase
Mount Laurel, NJ	Homewood Suites		$	15,000		118		1/11/2011
West Orange, NJ	Courtyard			21,500		131		1/11/2011
Texarkana, TX	Hampton Inn & Suites			9,100		81		1/31/2011	(a)
Fayetteville, NC	Home2 Suites			11,397		118		2/3/2011	(b)
Manassas, VA	Residence Inn			14,900		107		2/16/2011
San Bernardino, CA	Residence Inn			13,600		95		2/16/2011
			$	85,497		650

(a)	The Company assumed approximately $5.0 million of mortgage debt associated with this hotel. The loan provides for monthly payments of principal and interest on an amortized basis.
(b)	Property contract was assigned to the Company by ASRG at no cost to the Company other than the sale price of the property under the purchase contract. There was no profit for ASRG in the assignment.

59

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Senior management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective and that there have been no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Since that evaluation process was completed, there have been no significant changes in internal controls or in other factors that could significantly affect these controls.

See Item 8 for the Report of Management on Internal Control over Financial Reporting and the Company’s Independent Registered Public Accounting Firm’s attestation report regarding internal control over financial reporting.

Item 9B. Other Information

None.

60

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be set forth in the Company’s 2011 Proxy Statement. For the limited purpose of providing the information necessary to comply with this Item 10, the 2011 Proxy Statement is incorporated herein by this reference.

Item 11. Executive Compensation

The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will be set forth in the Company’s 2011 Proxy Statement. For the limited purpose of providing the information necessary to comply with this Item 11, the 2011 Proxy Statement is incorporated herein by this reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by Items 201(d) and 403 of Regulation S-K will be set forth in the Company’s 2011 Proxy Statement. For the limited purpose of providing the information necessary to comply with this Item 12, the 2011 Proxy Statement is incorporated herein by this reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Items 404 and 407(a) of Regulation S-K will be set forth in the Company’s 2011 Proxy Statement. For the limited purpose of providing the information necessary to comply with this Item 13, the 2011 Proxy Statement is incorporated herein by this reference.

Item 14. Principal Accounting Fees and Services

The information required by Item 9(e) of Schedule 14A will be set forth in the Company’s 2011 Proxy Statement. For the limited purpose of providing the information necessary to comply with this Item 14, the 2011 Proxy Statement is incorporated herein by this reference.

61

PART IV

Item 15. Exhibits, Financial Statement Schedules

1. Financial Statements of Apple REIT Nine, Inc.

Report of Management on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting—Ernst & Young LLP

Report of Independent Registered Public Accounting Firm—Ernst & Young LLP

Consolidated Balance Sheets as of December 31, 2010 and 2009

Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2010, 2009 and 2008

Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008

Notes to Consolidated Financial Statements

These financial statements are set forth in Item 8 of this report and are hereby incorporated by reference.

2. Financial Statement Schedules

Schedule III—Real Estate and Accumulated Depreciation (Included at the end of this Part IV of this report.)

Financial statement schedules not listed are either omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

3. Exhibits

Incorporated herein by reference are the exhibits listed under “Exhibits Index” to this Report Available at www.sec.gov.

62

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2010
(dollars in thousands)

City	State	Description	Encumbrances			Initial Cost						Subsequently Capitalized			Total Gross Cost(1)			Acc. Deprec.				Date of Construction		Date Acquired	Depreciable Life		# of Rooms
												Bldg. Imp. & FF&E
						Land/Land Improvements			Bldg./FF&E
Hotels Owned:
Anchorage	AK	Embassy Suites		$	—		$	2,955		$	39,053		$	34		$	42,042		$	(956	)		2008	Apr-10		3 - 39 yrs.		169
Dothan	AL	Hilton Garden Inn			—			1,037			10,581			3			11,621			(651	)		2009	Jun-09		3 - 39 yrs.		104
Troy	AL	Courtyard			—			582			8,270			—			8,852			(527	)		2009	Jun-09		3 - 39 yrs.		90
Rogers	AR	Hampton Inn			8,286			961			8,483			5			9,449			(132	)		1998	Aug-10		3 - 39 yrs.		122
Rogers	AR	Homewood Suites			—			1,375			9,514			15			10,904			(277	)		2006	Apr-10		3 - 39 yrs.		126
Chandler	AZ	Courtyard			—			1,061			16,014			—			17,075			(92	)		2009	Nov-10		3 - 39 yrs.		150
Chandler	AZ	Fairfield Inn & Suites			—			778			11,272			—			12,050			(64	)		2009	Nov-10		3 - 39 yrs.		110
Phoenix	AZ	Courtyard			—			1,413			14,669			—			16,082			(79	)		2007	Nov-10		3 - 39 yrs.		164
Phoenix	AZ	Residence Inn			—			1,111			12,953			—			14,064			(74	)		2008	Nov-10		3 - 39 yrs.		129
Tucson	AZ	Hilton Garden Inn			—			1,008			17,922			7			18,937			(1,582	)		2008	Jul-08		3 - 39 yrs.		125
Clovis	CA	Hampton Inn & Suites			—			1,287			9,888			—			11,175			(525	)		2009	Jul-09		3 - 39 yrs.		86
Clovis	CA	Homewood Suites			—			1,500			10,970			—			12,470			(360	)		2010	Feb-10		3 - 39 yrs.		83
Santa Clarita	CA	Courtyard			—			4,580			18,710			9			23,299			(1,535	)		2007	Sep-08		3 - 39 yrs.		140
Santa Clarita	CA	Fairfield Inn			—			1,874			7,743			435			10,052			(544	)		1996	Oct-08		3 - 39 yrs.		66
Santa Clarita	CA	Hampton Inn			—			1,819			15,754			1,124			18,697			(1,366	)		1987	Oct-08		3 - 39 yrs.		128
Santa Clarita	CA	Residence Inn			—			2,547			14,485			1,008			18,040			(1,126	)		1996	Oct-08		3 - 39 yrs.		90
Pueblo	CO	Hampton Inn & Suites			—			899			7,418			1,218			9,535			(701	)		2000	Oct-08		3 - 39 yrs.		81
Fort Lauderdale	FL	Hampton Inn			—			2,241			17,584			1,077			20,902			(1,178	)		2000	Dec-08		3 - 39 yrs.		109
Miami	FL	Hampton Inn & Suites			—			1,972			9,987			1,074			13,033			(278	)		2000	Apr-10		3 - 39 yrs.		121
Orlando	FL	Fairfield Inn & Suites			—			3,140			22,580			49			25,769			(1,176	)		2009	Jul-09		3 - 39 yrs.		200
Orlando	FL	SpringHill Suites			—			3,140			25,780			—			28,920			(1,362	)		2009	Jul-09		3 - 39 yrs.		200
Panama City	FL	Hampton Inn & Suites			—			1,605			9,995			12			11,612			(666	)		2009	Mar-09		3 - 39 yrs.		95
Panama City	FL	TownePlace Suites			—			908			9,549			—			10,457			(348	)		2010	Jan-10		3 - 39 yrs.		103
Tampa	FL	Embassy Suites			—			1,824			20,058			—			21,882			(103	)		2007	Nov-10		3 - 39 yrs.		147
Albany	GA	Fairfield Inn & Suites			—			899			7,263			—			8,162			(273	)		2010	Jan-10		3 - 39 yrs.		87
Boise	ID	Hampton Inn & Suites			—			1,335			21,114			2			22,451			(521	)		2007	Apr-10		3 - 39 yrs.		186
Mettawa	IL	Hilton Garden Inn			—			2,246			28,328			—			30,574			(145	)		2008	Nov-10		3 - 39 yrs.		170
Mettawa	IL	Residence Inn			—			1,722			21,843			—			23,565			(112	)		2008	Nov-10		3 - 39 yrs.		130
Schaumburg	IL	Hilton Garden Inn			—			1,450			19,122			—			20,572			(105	)		2008	Nov-10		3 - 39 yrs.		166
Warrenville	IL	Hilton Garden Inn			—			1,171			20,894			—			22,065			(108	)		2008	Nov-10		3 - 39 yrs.		135
Indianapolis	IN	SpringHill Suites			—			1,310			11,542			—			12,852			(61	)		2007	Nov-10		3 - 39 yrs.		130
Mishawaka	IN	Residence Inn			—			898			12,862			—			13,760			(67	)		2007	Nov-10		3 - 39 yrs.		106
Alexandria	LA	Courtyard			—			1,099			8,827			—			9,926			(113	)		2010	Sep-10		3 - 39 yrs.		96
Baton Rouge	LA	SpringHill Suites			—			1,280			13,870			9			15,159			(671	)		2009	Sep-09		3 - 39 yrs.		119
Lafayette	LA	Hilton Garden Inn			—			—			17,898			23			17,921			(273	)		2006	Jul-10		3 - 39 yrs.		153
West Monroe	LA	Hilton Garden Inn			—			832			14,872			4			15,708			(238	)		2007	Jul-10		3 - 39 yrs.		134
Andover	MA	SpringHill Suites			—			701			5,799			—			6,500			(30	)		2000	Nov-10		3 - 39 yrs.		136
Silver Spring	MD	Hilton Garden Inn			—			1,361			16,094			3			17,458			(274	)		2010	Jul-10		3 - 39 yrs.		107
Novi	MI	Hilton Garden Inn			—			1,213			15,052			—			16,265			(85	)		2008	Nov-10		3 - 39 yrs.		148
Rochester	MN	Hampton Inn & Suites			—			916			13,225			14			14,155			(695	)		2009	Aug-09		3 - 39 yrs.		124
Kansas City	MO	Hampton Inn			6,479			726			9,363			4			10,093			(148	)		1999	Aug-10		3 - 39 yrs.		122
St. Louis	MO	Hampton Inn & Suites			—			758			15,287			11			16,056			(350	)		2006	Apr-10		3 - 39 yrs.		126
St. Louis	MO	Hampton Inn			13,831			1,758			20,954			62			22,774			(271	)		2003	Aug-10		3 - 39 yrs.		190
Hattiesburg	MS	Residence Inn			—			911			9,146			3			10,060			(723	)		2008	Dec-08		3 - 39 yrs.		84
Charlotte	NC	Homewood Suites			—			1,071			4,925			3,332			9,328			(902	)		1990	Sep-08		3 - 39 yrs.		112
Durham	NC	Homewood Suites			—			1,236			18,339			1,832			21,407			(1,258	)		1999	Dec-08		3 - 39 yrs.		122
Holly Springs	NC	Hampton Inn			—			1,620			13,260			—			14,880			(83	)		2010	Nov-10		3 - 39 yrs.		124
Jacksonville	NC	TownePlace Suites			—			632			8,608			6			9,246			(269	)		2008	Feb-10		3 - 39 yrs.		86
Twinsburg	OH	Hilton Garden Inn			—			1,424			16,609			586			18,619			(1,274	)		1999	Oct-08		3 - 39 yrs.		142
Oklahoma City	OK	Hampton Inn & Suites			—			1,430			31,327			9			32,766			(676	)		2009	May-10		3 - 39 yrs.		200
Collegeville	PA	Courtyard			—			2,115			17,953			8			20,076			(82	)		2005	Nov-10		3 - 39 yrs.		132
Malvern	PA	Courtyard			7,880			996			20,374			2			21,372			(99	)		2007	Nov-10		3 - 39 yrs.		127
Pittsburgh	PA	Hampton Inn			—			2,510			18,530			1,071			22,111			(1,245	)		1990	Dec-08		3 - 39 yrs.		132
Jackson	TN	Courtyard			—			990			14,652			—			15,642			(1,045	)		2008	Dec-08		3 - 39 yrs.		94
Jackson	TN	Hampton Inn & Suites			—			695			12,278			11			12,984			(841	)		2007	Dec-08		3 - 39 yrs.		83
Johnson City	TN	Courtyard			—			1,105			8,632			—			9,737			(442	)		2009	Sep-09		3 - 39 yrs.		90
Nashville	TN	Hilton Garden Inn			—			3,937			38,814			3			42,754			(414	)		2009	Sep-10		3 - 39 yrs.		194
Allen	TX	Hampton Inn & Suites			—			1,449			11,449			258			13,156			(1,023	)		2006	Sep-08		3 - 39 yrs.		103
Allen	TX	Hilton Garden Inn			10,401			2,137			16,724			2,714			21,575			(1,649	)		2002	Oct-08		3 - 39 yrs.		150
Arlington	TX	Hampton Inn & Suites			—			1,217			8,738			—			9,955			(24	)		2007	Dec-10		3 - 39 yrs.		98

63

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION—(continued)
As of December 31, 2010
(dollars in thousands)

City	State	Description	Encumbrances			Initial Cost						Subsequently Capitalized			Total Gross Cost(1)			Acc. Deprec.				Date of Construction		Date Acquired	Depreciable Life		# of Rooms
												Bldg. Imp. & FF&E
						Land/Land Improvements			Bldg./FF&E
Austin	TX	Courtyard			—			1,580			18,492			—			20,072			(102	)		2009	Nov-10		3 - 39 yrs.		145
Austin	TX	Hampton Inn			7,274			1,459			17,184			1,608			20,251			(1,082	)		1997	Apr-09		3 - 39 yrs.		124
Austin	TX	Hilton Garden Inn			—			1,614			14,451			—			16,065			(78	)		2008	Nov-10		3 - 39 yrs.		117
Austin	TX	Homewood Suites			7,279			1,898			16,462			1,969			20,329			(1,026	)		1997	Apr-09		3 - 39 yrs.		97
Austin	TX	Fairfield Inn & Suites			—			1,306			16,504			—			17,810			(92	)		2009	Nov-10		3 - 39 yrs.		150
Beaumont	TX	Residence Inn			—			1,181			16,176			2			17,359			(1,334	)		2008	Oct-08		3 - 39 yrs.		133
Duncanville	TX	Hilton Garden Inn			13,560			2,387			15,926			448			18,761			(1,532	)		2005	Oct-08		3 - 39 yrs.		142
Fort Worth	TX	TownePlace Suites			—			2,104			16,311			—			18,415			(276	)		2010	Jul-10		3 - 39 yrs.		140
Frisco	TX	Hilton Garden Inn			—			2,518			12,970			2			15,490			(978	)		2008	Dec-08		3 - 39 yrs.		102
Grapevine	TX	Hilton Garden Inn			—			1,522			15,543			—			17,065			(179	)		2009	Sep-10		3 - 39 yrs.		110
Houston	TX	Marriott			—			4,143			46,623			—			50,766			(1,597	)		2010	Jan-10		3 - 39 yrs.		206
Irving	TX	Homewood Suites			6,041			705			9,610			—			10,315			(25	)		2006	Dec-10		3 - 39 yrs.		77
Lewisville	TX	Hilton Garden Inn			—			3,372			23,908			39			27,319			(2,056	)		2007	Oct-08		3 - 39 yrs.		165
Round Rock	TX	Hampton Inn			4,017			865			10,999			659			12,523			(662	)		2001	Mar-09		3 - 39 yrs.		93
Salt Lake City	UT	SpringHill Suites			—			1,092			16,465			—			17,557			(90	)		2009	Nov-10		3 - 39 yrs.		143
Bristol	VA	Courtyard			9,514			1,729			19,156			782			21,667			(1,363	)		2004	Nov-08		3 - 39 yrs.		175
Total hotels owned					94,562			118,242			1,200,579			21,546			1,340,367			(44,763	)							9,695
Other real estate investments:
Ft Worth	TX	Land leased to third party			—			148,677			—			8			148,685			(4,199	)			Apr-09				—
Alexandria	VA	Hotel under construction			—			5,968			—			14,766			20,734			—				Mar-09				—
Other					—			—			—			1,098			1,098			—								—
				$	94,562		$	272,887		$	1,200,579		$	37,418		$	1,510,884		$	(48,962	)							9,695

	2010				2009			2008				2010				2009				2008
Real estate owned:											Accumulated depreciation:
Balance as of January 1		$	705,722			$	348,700		$	—	Balance as of January 1		$	(18,213	)		$	(2,277	)		$	—
Acquisitions			784,102				343,362			348,660	Depreciation expense			(30,749	)			(15,936	)			(2,277	)
Disposals			(2,658	)			—			—
Improvements			23,718				13,660			40
Balance at December 31		$	1,510,884			$	705,722		$	348,700	Balance at December 31		$	(48,962	)		$	(18,213	)		$	(2,277	)

⁽¹⁾ The aggregate cost of real estate for federal income tax purposes is approximately $1.53 billion at December 31, 2010 (unaudited).

64

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

APPLE REIT NINE, INC.

By:	/S/ GLADE M. KNIGHT Glade M. Knight, Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	Date: March 11, 2011
By:	/S/ BRYAN PEERY Bryan Peery, Chief Financial Officer (Principal Financial and Principal Accounting Officer)	Date: March 11, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.

By:	/S/ GLADE M. KNIGHT Glade M. Knight, Director	Date: March 11, 2011
By:	/S/ LISA B. KERN Lisa B. Kern, Director	Date: March 11, 2011
By:	/S/ BRUCE H. MATSON Bruce H. Matson, Director	Date: March 11, 2011
By:	/S/ MICHAEL S. WATERS Michael S. Waters, Director	Date: March 11, 2011
By:	/S/ ROBERT M. WILY Robert M. Wily, Director	Date: March 11, 2011

65

EXHIBIT INDEX

Exhibit Number		Description of Documents
	3.1	Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 3.1 to the registrant’s registration statement on Form S-11 (SEC File No. 333-147414) filed November 15, 2007 and effective April 25, 2008)
	3.2	Bylaws of the Registrant, as amended. (Incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-11 (SEC File No. 333-147414) filed November 15, 2007 and effective April 25, 2008)
	10.1	Advisory Agreement between the Registrant and Apple Nine Advisors, Inc. (Incorporated by reference to Exhibit 10.1 to amendment no. 4 to the registrant’s registration statement on Form S-11 (SEC File No. 333-147414) filed April 23, 2008 and effective April 25, 2008)
	10.2	Property Acquisition/Disposition Agreement between the Registrant and Apple Suites Realty Group, Inc. (Incorporated by reference to Exhibit 10.2 to amendment no. 4 to the registrant’s registration statement on Form S-11 (SEC File No. 333-147414) filed April 23, 2008 and effective April 25, 2008)
	10.3	Omitted
	10.4	Apple REIT Nine, Inc. 2008 Non-Employee Directors Stock Option Plan. (Incorporated by reference to Exhibit 10.4 to registrant’s quarterly report on Form 10-Q (SEC File No. 333-147414) filed May 8, 2008)*
	10.5	Purchase Contract dated as of June 5, 2008 between Valencia Tucson, L.L.C. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.5 to the registrant’s quarterly report on Form 10-Q (SEC File No. 333-147414) filed August 4, 2008)
	10.6	Management Agreement dated as of July 31, 2008 between Texas Western Management Partners, L.P. and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.6 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.7	Franchise License Agreement dated as of July 31, 2008 between Hilton Garden Inns Franchise LLC and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.7 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.8	Hotel Lease Agreement effective as of July 31, 2008 between Apple Nine Hospitality Ownership, Inc. and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.8 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.9	Agreement of Purchase and Sale and Joint Escrow Instructions dated as of July 24, 2008 between Ocean Park Hotels-MMM, L.L.C. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.9 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.10	Management Agreement dated as of September 24, 2008 between Dimension Development Two, LLC and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.10 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.11	Courtyard by Marriott Relicensing Franchise Agreement dated as of September 24, 2008 between Marriott International, Inc. and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.11 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333- 147414) filed October 23, 2008)
	10.12	Hotel Lease Agreement effective as of September 24, 2008 between Apple Nine Hospitality Ownership, Inc. and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.12 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)

66

Exhibit Number		Description of Documents
	10.13	Purchase Contract dated as of August 1, 2008 between Charlotte Lakeside Hotel Limited Partnership and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.13 to the registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.14	Management Agreement dated as of September 24, 2008 between MHH Management, LLC and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.14 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.15	Franchise License Agreement dated as of September 25, 2008 between Homewood Suites Franchise LLC and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.15 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.16	Hotel Lease Agreement effective as of September 24, 2008 between Apple Nine Hospitality Ownership, Inc. and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.16 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.17	Purchase Contract dated as of August 1, 2008 between RSV Twinsburg Hotel LTD. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.17 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.18	Management Agreement dated as of October 6, 2008 between Gateway Hospitality Group, Inc. and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.18 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.19	Franchise License Agreement dated as of October 7, 2008 between Hilton Garden Inns Franchise LLC and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.19 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.20	Hotel Lease Agreement effective as of October 6, 2008 between Apple Nine Hospitality Ownership, Inc. and Apple Nine Hospitality Management, Inc. (Incorporated by reference to Exhibit 10.20 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.21	Purchase Contract dated as of August 1, 2008 between SCI Allen Hotel LTD. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.21 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.22	Purchase Contract dated as of August 1, 2008 between Allen Stacy Hotel LTD. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.22 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.23	Management Agreement dated as of September 26, 2008 between Gateway Hospitality Group, Inc. and Apple Nine Hospitality Texas Services, Inc. (Incorporated by reference to Exhibit 10.23 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.24	Franchise License Agreement dated as of September 26, 2008 between Hampton Inns Franchise LLC and Apple Nine Hospitality Texas Services, Inc. (Incorporated by reference to Exhibit 10.24 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.25	Hotel Lease Agreement effective as of September 26, 2008 between Apple Nine Hospitality Ownership, Inc. and Apple Nine Hospitality Texas Services, Inc. (Incorporated by reference to Exhibit 10.25 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)

67

Exhibit Number		Description of Documents
	10.26	Purchase Contract dated as of August 1, 2008 between SCI Lewisville Hotel LTD. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.26 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.27	Management Agreement dated as of October 16, 2008 between Gateway Hospitality Group, Inc. and Apple Nine Hospitality Texas Services, Inc. (Incorporated by reference to Exhibit 10.27 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.28	Franchise License Agreement dated as of October 16, 2008 between Hilton Garden Inns Franchise LLC and Apple Nine Hospitality Texas Services, Inc. (Incorporated by reference to Exhibit 10.28 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.29	Hotel Lease Agreement effective as of October 16, 2008 between Apple Nine Hospitality Ownership, Inc. and Apple Nine Hospitality Texas Services, Inc. (Incorporated by reference to Exhibit 10.29 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.30	Purchase Contract dated as of August 1, 2008 between SCI Duncanville Hotel LTD. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.30 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.31	Management Agreement dated as of October 21, 2008 between Gateway Hospitality Group, Inc. and Apple Nine Services Duncanville, Inc. (Incorporated by reference to Exhibit 10.31 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.32	Franchise License Agreement dated as of October 21, 2008 between Hilton Garden Inns Franchise LLC and Apple Nine Services Duncanville, Inc. (Incorporated by reference to Exhibit 10.32 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.33	Hotel Lease Agreement effective as of October 21, 2008 between Apple Nine SPE Duncanville, Inc. and Apple Nine Services Duncanville, Inc. (Incorporated by reference to Exhibit 10.33 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.34	Purchase Contract dated as of August 7, 2008 between Linden Hotel Properties, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.34 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.35	Agreement of Purchase and Sale dated as of August 29, 2008 between RT Clarita Two, L.P. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.35 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.36	Agreement of Purchase and Sale dated as of August 29, 2008 between RT Clarita, L.P. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.36 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.37	Purchase Contract dated as of September 11, 2008 between RI Beaumont Property, L.P. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.37 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.38	Purchase Contract dated as of October 3, 2008 between ES/HIS Hillsboro, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.38 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.39	Purchase Contract dated as of October 3, 2008 between ES/HIS Hillsboro, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.39 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.40	Purchase Contract dated as of October 6, 2008 between Brothers Hospitality Development, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.40 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)

68

Exhibit Number		Description of Documents
	10.41	Purchase Contract dated as of October 10, 2008 between Ralham, L.L.C. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.41 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.42	Purchase Contract dated as of October 17, 2008 between Grand Shangrila International, Inc. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.42 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.43	Purchase Contract dated as of October 17, 2008 between Grand Shangrila International, Inc. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.43 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.44	Purchase Contract dated as of October 17, 2008 between ADH LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.44 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.45	Purchase Contract dated as of October 20, 2008 between Sunbelt-CTY, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.45 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.46	Purchase Contract dated as of October 20, 2008 between Sunbelt-RPC, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.46 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.47	Purchase Contract dated as of October 20, 2008 between Sunbelt-CJT, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.47 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.48	Purchase Contract dated as of October 20, 2008 between Sunbelt-RHM, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.48 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.49	Purchase Contract dated as of October 20, 2008 between Sunbelt-GDA, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.49 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.50	Purchase Contract dated as of October 20, 2008 between Sunbelt-RAG, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.50 to registrant’s Post-effective Amendment No. 1 to Form S-11 (SEC File No. 333-147414) filed October 23, 2008)
	10.51	Purchase Contract dated as of October 29, 2008 between MWE Houston Property, L.P. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.51 to the registrant’s quarterly report on Form 10-Q (SEC File No. 333-147414) filed November 4, 2008)
	10.52	Purchase Contract dated as of November 12, 2008 between Austin FRH, LTD. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.52 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.53	Purchase Contract dated as of November 12, 2008 between FRH Braker, LTD. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.53 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.54	Purchase Contract dated as of November 12, 2008 between RR Hotel Investments, LTD. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.54 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.55	Purchase Contract dated as of November 12, 2008 between VH Fort Lauderdale Investment, LTD. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.55 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)

69

Exhibit Number		Description of Documents
	10.56	Purchase Contract dated as of November 12, 2008 between MILLROC Portsmouth NH, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.56 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.57	Purchase Contract dated as of November 12, 2008 between Playhouse Square Hotel Associates, L.P. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.57 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.58	Purchase Contract dated as of November 12, 2008 between RMRVH Jackson, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.58 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.59	Purchase Contract dated as of November 12, 2008 between CYRMR Jackson, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.59 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.60	Purchase Contract dated as of September 27, 2007 between Grove Street Orlando, LLC and Apple Eight Hospitality, Inc. (Incorporated by reference to Exhibit 10.60 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.61	Assignment of Contract dated as of November 14, 2008 between Apple Eight Hospitality, Inc. and Apple Nine Hospitality, Inc. (Incorporated by reference to Exhibit 10.61 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.62	Purchase Contract dated as of December 14, 2007 between Viking Fund Baton Rouge (LA), LLC and Apple Eight Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.62 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.63	Assignment of Contract dated as of November 14, 2008 between Apple Eight Hospitality Ownership, Inc. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.63 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.64	Purchase Contract dated as of January 25, 2008 between Viking Fund Rochester (MN), LLC and Apple Eight Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.64 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.65	Assignment of Contract dated as of November 14, 2008 between Apple Eight Hospitality Ownership, Inc. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.65 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.66	Purchase Contract dated as of December 12, 2008 between Moody National Hospitality I, L.P. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.66 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.67	Purchase Contract dated as of January 5, 2009 between Yuma One Limited Partnership and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.67 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.68	Purchase Contract dated as of January 6, 2009 between Viking Fund Holly Springs (NC), LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.68 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)
	10.69	Purchase and Sale Contract dated as of January 21, 2009 between Chesapeake Land Development Company, L.L.C. and Apple Nine Ventures, Inc. (Incorporated by reference to Exhibit 10.69 to the registrant’s Post-effective Amendment No. 2 to Form S-11 (SEC File No. 333-147414) filed January 23, 2009)

70

Exhibit Number		Description of Documents
	10.70	First Amendment to Purchase and Sale Contract dated as of March 31, 2009 between Chesapeake Land Development Company, L.L.C. and Apple Nine Ventures, Inc. (FILED HEREWITH)
	10.71	Ground Lease Agreement dated as of April 7, 2009 between Chesapeake Operating, Inc., and Apple Nine Ventures Ownership, Inc. (FILED HEREWITH)
	10.72	Purchase Agreement dated as of March 16, 2010 between Denali Lodging, LLC and Apple Nine Services Anchorage, LLC (Incorporated by reference to Exhibit 10.72 to registrant’s Post-effective Amendment No. 8 to Form S-11 (SEC File No. 333-147414) filed April 21, 2010)
	10.73	Purchase Contract dated as of March 16, 2010 between Boise Lodging Investors, LLC, Apple Nine Hospitality Ownership, Inc. and Raymond Management Company, Inc. (Incorporated by reference to Exhibit 10.73 to registrant’s Post-effective Amendment No. 8 to Form S-11 (SEC File No. 333- 147414) filed April 21, 2010)
	10.74	Purchase Contract dated as of March 16, 2010 between Forest Park Lodging Associates, LLC, Apple Nine Hospitality Ownership, Inc. and Raymond Management Company, Inc. (Incorporated by reference to Exhibit 10.74 to registrant’s Post-effective Amendment No. 8 to Form S-11 (SEC File No. 333-147414) filed April 21, 2010)
	10.75	Purchase Contract dated as of March 16, 2010 between Liberty Lodging Associates, LLC, Apple Nine Hospitality Ownership, Inc. and Raymond Management Company, Inc. (Incorporated by reference to Exhibit 10.75 to registrant’s Post-effective Amendment No. 8 to Form S-11 (SEC File No. 333- 147414) filed April 21, 2010)
	10.76	Purchase Contract dated as of March 16, 2010 between OKC-Bricktown Lodging Associates, LLC, Apple Nine Hospitality Ownership, Inc. and Raymond Management Company, Inc. (Incorporated by reference to Exhibit 10.76 to registrant’s Post-effective Amendment No. 8 to Form S-11 (SEC File No. 333-147414) filed April 21, 2010)
	10.77	Purchase Contract dated as of March 16, 2010 between Rodgers Lodging Associates, LLC, Apple Nine Hospitality Ownership, Inc. and Raymond Management Company, Inc. (Incorporated by reference to Exhibit 10.77 to registrant’s Post-effective Amendment No. 8 to Form S-11 (SEC File No. 333-147414) filed April 21, 2010)
	10.78	Purchase Contract dated as of March 16, 2010 between Rodgers Lodging Associates 58, LLC, Apple Nine Hospitality Ownership, Inc. and Raymond Management Company, Inc. (Incorporated by reference to Exhibit 10.78 to registrant’s Post-effective Amendment No. 8 to Form S-11 (SEC File No. 333-147414) filed April 21, 2010)
	10.79	Purchase Contract dated as of March 16, 2010 between St. Louis Lodging Associates, LLC, Apple Nine Hospitality Ownership, Inc. and Raymond Management Company, Inc. (Incorporated by reference to Exhibit 10.79 to registrant’s Post-effective Amendment No. 8 to Form S-11 (SEC File No. 333-147414) filed April 21, 2010)
	10.80	Purchase Contract dated as of May 28, 2010 between Lodging America of West Monroe, LLC and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.80 to registrant’s Post-effective Amendment No. 9 to Form S-11 (SEC File No. 333-147414) filed July 21, 2010)
	10.81	Purchase Contract dated as of May 28, 2010 between Jackie’s International, Inc. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.81 to registrant’s Post-effective Amendment No. 9 to Form S-11 (SEC File No. 333-147414) filed July 21, 2010)
	10.82	Purchase Contract dated as of August 5, 2010 between Rochelle Lodging, LP and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.82 to registrant’s Post-effective Amendment No. 10 to Form S-11 (SEC File No. 333-147414) filed October 21, 2010)
	10.83	Purchase Contract dated as of August 5, 2010 between Redwood Hospitality, L.P. and Apple Nine Hospitality Ownership, Inc. (Incorporated by reference to Exhibit 10.83 to registrant’s Post-effective Amendment No. 10 to Form S-11 (SEC File No. 333-147414) filed October 21, 2010)

71

Exhibit Number		Description of Documents
	10.84	Purchase Contract dated as of September 10, 2010 between Fishspring, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.85	Purchase Contract dated as of September 10, 2010 between Mishares, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.86	Purchase Contract dated as of September 10, 2010 between Happy Valley Res, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.87	Purchase Contract dated as of September 10, 2010 between Mettares, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.88	Purchase Contract dated as of September 10, 2010 between Mettawhite, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.89	Purchase Contract dated as of September 10, 2010 between Parmer Lane Associates III, L.P. and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.90	Purchase Contract dated as of September 10, 2010 between Etkin White Novi, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.91	Purchase Contract dated as of September 10, 2010 between Warriwhite, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.92	Purchase Contract dated as of September 10, 2010 between Schwhite, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.93	Purchase Contract dated as of September 10, 2010 between Slicspring, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.94	Purchase Contract dated as of September 10, 2010 between Ausnorth FFIS Hotel, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.95	Purchase Contract dated as of September 10, 2010 between Ausnorth CY Hotel, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.96	Purchase Contract dated as of September 10, 2010 between Chanprice, LLC and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	10.97	Purchase Contract dated as of September 10, 2010 between Whiteco Industries, Inc. and Apple Nine Hospitality Ownership, Inc. (FILED HEREWITH)
	21.1	Subsidiaries of the Registrant (FILED HEREWITH)
	23.1	Consent of Ernst & Young LLP (FILED HEREWITH)
	31.1	Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (FILED HEREWITH)
	31.2	Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (FILED HEREWITH)
	32.1	Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (FILED HEREWITH)

* Denotes Compensation Plan.

72

EX-10.70

Exhibit 10.70

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

THIS FIRST AMENDMENT PURCHASE AND SALE CONTRACT (“Amendment”) is entered into as of the 31^st day of March, 2009 (the “Effective Date”) by and between Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company (“Seller”), and Apple Nine Ventures, Inc., a Virginia corporation (“Purchaser”).

RECITALS

A. Seller and Purchaser entered into that certain Purchase and Sale Contract (the “Contract”), dated as of January 21, 2009, whereby Seller agreed to sell and Purchaser agreed to purchase, the Land (as defined in the Contract), subject to the terms thereof.

B. Seller and Purchaser desire to amend certain terms of the Contract.

C. Capitalized terms used, but not otherwise defined herein, shall have the meaning ascribed to them in the Contract.

AGREEMENT

In consideration of the mutual covenants set forth in this Amendment and for other valuable consideration, which the parties acknowledge receiving, Seller and Purchaser agree as follows:

1. Exhibit “A” of the Contract is hereby deleted in its entirety and replaced with Exhibit “A-1” attached hereto and made a part hereof.

2. Notwithstanding Section 1(b) of the Contract to the contrary, the acreage of each individual Site shall be as set forth on Exhibit A-1.

3. Section 3(e) of the Contract is hereby deleted in its entirety and replaced with the following:

“(e) If Purchaser timely gives notice of Objections to Seller, then Seller, without obligation to spend any money or to bring suit to cure the Objections, may cure the Objections and/or commit in writing to cure one or more of the Objections by providing written notice of such election to Purchaser on or before the expiration of the Feasibility Period (the “Cure Period”). If Seller does

not either cure the Objections or commit in writing to cure the Objections by providing written notice of such commitment to Purchaser prior to the expiration of the Cure Period, then, except for the Post Closing Cure Obligations (defined below), Seller will be deemed to have elected not to cure such Objections and Purchaser, as its sole and exclusive remedy, is entitled either:

(1) To terminate this Contract by written notice to Seller and Title Company at any time prior to the expiration of the Feasibility Period. Upon termination, Purchaser will be entitled to the return of the Earnest Money, and neither Seller nor Purchaser thereafter shall have any further right or obligation under this Contract unless expressly provided otherwise in this Contract; or

(2) To waive the Objections that remain uncured as of the expiration of the Feasibility Period and consummate the purchase of the Property subject to the uncured Objections, which will be deemed to be Permitted Encumbrances. In such event, none of Purchaser’s obligations under this Contract will change, nor will the Purchase Price be reduced on account of the uncured Objections; or

(3) To delete the Site(s) affected by such uncured Objections from inclusion as part of the Land by providing written notice to Seller at any time prior to the expiration of the Feasibility Period (provided that in no event shall the number of Sites included as part of the Land be less than 104).

If Purchaser does not send a written notice of termination prior to the expiration of the Feasibility Period, except for the Post Closing Cure Obligations, it will be deemed to have waived the Objections that remain uncured as of the expiration of the Feasibility Period, which will be deemed to be Permitted Encumbrances.”

4. Section 3(f) of the Contract is hereby deleted in its entirety and replaced with the following:

“(f) In the event that an updated Title Commitment or Survey issued after the expiration of the Feasibility Period but before the Preliminary Closing reveals new title exceptions or Encumbrances that were not disclosed on a Title Commitment or Survey issued prior to the expiration of the Feasibility Period, Purchaser shall have the right to send written Objections to such matters (“Additional Objections”) to Seller within five (5) days after Purchaser’s receipt of such updated Title Commitment or updated Survey (but in any event before the

Preliminary Closing). If Purchaser does not timely give notice of Additional Objections, except for the Category 1 Post Closing Cure Obligations, Purchaser will be deemed to have waived all Additional Objections and all new matters shown on the updated Title Commitment and/or updated Survey will be deemed Permitted Encumbrances. Upon receipt of Purchaser’s written notice of any Additional Objections, Seller, without obligation to spend any money or to bring suit to cure the Additional Objections, may elect to cure such Additional Objections prior to the Preliminary Closing. If Seller does not either cure the Additional Objections prior to the Preliminary Closing or deliver a written notice to Purchaser prior to the Preliminary Closing deleting the Site(s) affected by the Additional Objections from inclusion within the Property, then except for the Category 1 Post Closing Cure Obligations, Seller will be deemed to have elected not to cure such Additional Objections and Purchaser, as its sole and exclusive remedy, is entitled either:

(1) To terminate this Contract by written notice to Seller and Title Company at any time before the Preliminary Closing Date. Upon termination, Purchaser will be entitled to the return of the Earnest Money, and neither Seller nor Purchaser thereafter shall have any further right or obligation under this Contract unless expressly provided otherwise in this Contract; or

(2) To waive the Additional Objections that remain uncured as of the Preliminary Closing Date and consummate the purchase of the Property subject to the uncured Additional Objections, which will be deemed to be Permitted Encumbrances. In such event, none of Purchaser’s obligations under this Contract will change, nor will the Purchase Price be reduced on account of the uncured Objections; or

(3) To delete the Site(s) affected by such uncured Objections from inclusion as part of the Land by providing written notice to Seller at any time prior to the Preliminary Closing (provided that in no event shall the number of Sites included as part of the Land be less than 104).

If Purchaser does not send a written notice of termination prior to the Preliminary Closing, except for the Category 1 Post Closing Cure Obligations, Purchaser will be deemed to have waived the Additional Objections that remain uncured as of the Preliminary Closing Date, which will be deemed to be Permitted Encumbrances.”

5. Seller and Purchaser hereby acknowledge that they have agreed in writing on all of the Contingency Issues described in Section 4(c)(1) of the Contract prior to the expiration of the Feasibility Period.

6. Section 4(c)(1)(A)(ii) of the Contract is hereby deleted in its entirety and replaced with the following:

“(ii) Rent for the Permanent Lease shall commence on the earlier of the Outside Final Closing Deadline or the first Actual Final Closing Date for a Site covered by such Permanent Lease (the “Permanent Lease Rent Commencement Date”); provided, however, that Tenant shall pay rent pursuant to each Interim Sublease commencing at the Preliminary Closing until the Rent Commencement Date of the Permanent Lease for such Site; and provided further that rent for the partial month in which Preliminary Closing occurs (if the Preliminary Closing occurs on any day other than the first day of a calendar month) shall be prepaid by Tenant at the Preliminary Closing.”

7. Section 6(b)(1)(A) of the Contract is hereby deleted in its entirety and replaced with the following:

“(A) One or more special warranty deed(s) using the Preliminary Legal Description of each Site (each a “Preliminary Deed” and collectively, the “Preliminary Deeds”), each in the form of Exhibit “B” attached hereto, executed and acknowledged by Seller, conveying to Purchaser title to the Property, subject to the Permitted Encumbrances other than the Category 1 Post Closing Cure Obligations.”

8. Section 6(b)(1)(H) of the Contract is hereby deleted in its entirety and replaced with the following:

“(H) Cause the Tenant to deliver to the Title Company immediately available funds via wire transfer in an amount equal to the total rent for the partial month in which the Preliminary Closing occurs (if the Preliminary Closing occurs on any day other than the first day of a calendar month) under the Sublease (collectively, the “Prepaid Rent”).”

9. The following is hereby inserted as a new Section 6(b)(1)(N) of the Contract:

“(N) For those Sites to which access is contemplated to be provided via an access easement, an Access Easement Agreements using the Preliminary Legal Description for each Site and the associated access easement, as applicable (each an “Access Easement”) in recordable form reasonably acceptable to Seller and Purchaser, conveying to Purchaser an access easement. Notwithstanding anything to the contrary herein, the leased premises pursuant to the Permanent Lease, the Interim Master Lease and the Interim Sublease shall include the easement estate created by the Access Easements.”

10. The following is hereby inserted as a new Section 6(b)(2)(J) of the Contract:

“(J) Access Easement Agreements for all Sites to which access is contemplated to be provided via an access easement.”

11. The next-to-last sentence of Section 6(b)(4) is hereby deleted and replaced with the following:

“Seller shall be responsible for the basic title insurance premium for the Owner Policies, up to a maximum amount of $273,332.00. Purchaser shall be responsible for the basic title insurance premium for the Owner Policies in excess of $273,332.00 (and, if issued, the Leasehold Policies), as well as any endorsements, modifications or additional coverage requested by Purchaser.”

12. Section 6(d)(12) of the Contract is hereby deleted in its entirety and replaced with the following:

“(12) Hold the following documents in escrow until the Final Closing has occurred for each of the various Sites (on a Site-by-Site basis), except as otherwise specifically provided herein or in a writing signed by both Seller and Purchaser: the Permanent Lease, the Memorandum of Permanent Lease, the Preliminary Deeds, the Access Easements, the Partial Terminations of Master Leases and the Partial Terminations of Subleases.”

13. The following provisions are inserted at the end of Section 6 of the Contract:

“(f) The items listed on Exhibit “C” attached hereto are collectively referred to herein as the “Category 1 Post Closing Cure Obligations”. The items listed on Exhibit “D” attached hereto are collectively referred to as the “Category 2 Post Closing Cure Obligations”. The Category 1 Post Closing Cure Obligations and the Category 2 Post Closing Cure Obligations are collectively referred to as the “Post Closing Cure Obligations”.

(g) Seller shall complete the Category 1 Post Closing Cure Obligations applicable to each Site prior to the earlier of (i) the Outside Final Closing Deadline or (ii) Seller’s delivery of a Platting Completion Notice related to such Site (the “Post Closing Cure Deadline”). If Seller fails to fully complete the Category 1 Post Closing Cure Obligations applicable to any Site prior to the Post Closing Cure Deadline, then Purchaser, as its sole and exclusive remedy, is entitled either:

(1) To cause such Site to be deemed a Deleted Site pursuant to Section 7(f) below by providing written notice of such election (“Purchaser’s Deletion Notice”) to Seller within thirty (30) days after the Post Closing Cure Deadline for such Site, in which event such Deleted Site shall count as one of the 12 Sites permitted to be deleted from the sale and such Site will be deleted from the sale as provided therein; or

(2) To waive Seller’s failure to complete such Category 1 Post Closing Cure Obligation, in which event such Site shall not be deemed a Deleted Site and the Final Closing shall proceed with regard to such Site as otherwise provided herein. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF FINAL CLOSING OCCURS WITH REGARD TO ANY SITE, SELLER SHALL CONTINUE TO INDEMNIFY AND DEFEND PURCHASER FROM ALL EXPENSES, CLAIMS OR DAMAGES INCURRED BY PURCHASER RELATED TO ANY UNCURED CATEGORY 1 POST CLOSING CURE OBLIGATIONS, WHICH INDEMNIFICATION OBLIGATION SHALL SURVIVE THE PRELIMINARY CLOSING AND THE FINAL CLOSINGS.

If Purchaser does not send a Purchaser’s Deletion Notice within thirty (30) days after the applicable Post Closing Cure Deadline for a Site, Purchaser will be deemed to have waived the Category 1 Post Closing Cure Obligations applicable to such Site, which will be deemed Permitted Encumbrances.

(h) Additionally, Seller, without obligation to spend any money or to bring suit in connection therewith, shall use commercially reasonable efforts to complete the Category 2 Post Closing Cure Obligations applicable to each Site prior to the Post Closing Cure Deadline for such Site; provided, however, that if Seller fails to fully complete the Category 2 Post Closing Cure Obligations applicable to any Site prior to the Post Closing Cure Deadline for such Site, then it will not be a default under this Contract, Final Closing shall proceed for such Site, and such issues shall be deemed Permitted Encumbrances.”

14. The following is hereby inserted at the end of Section 7(a)(2) of the Contract:

“Replace the Preliminary Legal Descriptions for each Site and related access easement attached to the Access Easements with the respective Updated Legal Descriptions for each Site and related access easement. After each Access Easement has been revised pursuant to this Section 7(a)(2), it shall be deemed an “Updated Access Easement”.”

15. Section 7(a)(3) of the Contract is hereby deleted in its entirety and replaced with the following:

“(3) As soon as practicable after the Title Company receives a Platting Completion Notice, and prepares all of the applicable Updated Title Commitment(s), all of the Updated Deed(s), and all of the Updated Access Easement(s), the Title Company shall deliver written notice of such to Seller and Purchaser (the “Final Closing Notice”). The Final Closing Notice shall include copies of all of the applicable Updated Title Commitment(s), Updated Deed(s) and Updated Access Easement(s).”

16. The first sentence of Section 7(c) of the Contract is hereby deleted and replaced with the following:

“Upon receipt of a Final Closing Notice, Seller and Purchaser shall have a period of five (5) business days (the “Objection Period”) in which to deliver a written objection notice (an “Objection Notice”) to the other party and the Title Company; provided that Seller or Purchaser may only deliver an Objection Notice if either (i) the Final Closing Condition for the applicable Site(s) has not been satisfied or (ii) such party reasonably believes that there is a mistake in the Updated Commitment(s), Updated Deed(s) or Updated Access Easement(s) for the applicable Site(s); and provided further that neither party may deliver an Objection Notice based on the inclusion of any Permitted Encumbrance or New Permitted Encumbrance (defined below) on the Updated Title Commitment(s) or Updated Deed(s) for the applicable Site(s). “

17. Section 7(c)(2) of the Contract is hereby deleted in its entirety and replaced with the following:

“(2) The Title Company shall date each of the applicable Updated Deed(s) and Updated Access Easement(s) to be effective as of the Actual Final Closing Date for such Site(s) and record such Updated Deeds and Updated Access Easement(s) in the Real Property Records of the proper County in which the respective Site(s) are located.”

18. The last sentence of Section 7(d) of the Contract is hereby deleted and replaced with the following:

“If an Objection Notice for any Site is based on a mistake in the Updated Title Commitment, Updated Deed or Updated Access Easement for such Site, Seller and Purchaser hereby agree to work with the Title Company to correct such mistake and to authorize the Title Company to proceed with the Final Closing Actions for such Site promptly after the mistake is corrected.”

19. The first sentence of Section 7(f) of the Contract is hereby deleted and replaced with the following:

“Notwithstanding anything to the contrary, in the event that Seller reasonably determines that, despite Seller’s commercially reasonable best efforts, it will not be able to either complete any Category 1 Post Closing Cure Obligation or obtain an approved Plat or otherwise satisfy the Final Closing Condition for one or more Site(s) prior to the Outside Final Closing Deadline, then Seller may elect to delete such Site(s) (each a “Deleted Site” and collectively, the “Deleted Sites”) from the sale by taking the following actions on or before the Outside Final Closing Deadline: (i) providing a written notice (“Deletion Notice”) to Purchaser and the Title Company, which Deletion Notice shall include a detailed description of the reason that Seller was not able to satisfy the Final Closing Condition for such Site(s), and (ii) delivering to the Title Company an amount equal to the product of the number of deleted Sites covered by such Deletion Notice, multiplied by $1,302,857.14 (the “Deletion Repayment”).”

20. Section 7(f)(3) of the Contract is hereby deleted in its entirety and replaced with the following:

“(3) Do not record, but rather, release the applicable Preliminary Deed and Access Easement, back to Seller so that Seller can destroy same, and do not include such Deleted Site(s) in Exhibit “A” to the Permanent Lease.”

21. Section 7(h)(3) of the Contract is hereby deleted in its entirety and replaced with the following:

“(3) The Title Company shall date the applicable Preliminary Deed and Access Easement to be effective as of the Outside Final Closing Deadline for such Site and record such Preliminary Deed and Access Easement in the Real Property Records of the proper County in which the Site is located.”

22. Section 7(h)(10) of the Contract is hereby deleted in its entirety and replaced with the following:

“(10) SELLER SHALL BE SOLELY LIABLE FOR ANY VIOLATIONS OF STATE LAW OR LOCAL ORDINANCES RELATED TO THE CONVEYANCE OF SUCH SITE PRIOR TO PLATTING, AND SHALL INDEMNIFY PURCHASER FOR ANY CLAIMS OR DAMAGES RELATED THERETO.”

23. The second sentence of Section 8(c) is hereby deleted and replaced with the following:

“Notwithstanding anything to the contrary, between the Preliminary Closing and the Final Closing of each Site, Seller shall have the right to revise the orientation, size and exact legal description of any Site or its related access easement if necessary in connection with Platting or to ensure that such Site is permittable as a drill site by delivering written notice to Purchaser and the Title Company, and to take any Approved Actions with regard to such Site or its related access easement (including, without limitation, the right to execute, as the sole record title holder and owner of such Site, any Plats or any documents (excluding documents creating liens or monetary obligations) related to an Approved Action), and all resulting Encumbrances to a Site or the related access easement shall be deemed “New Permitted Encumbrances”.”

24. The Contract is hereby amended to reflect that Exhibits “C” and “D” attached to this First Amendment shall be deemed to be Exhibits “C” and “D” to the Contract for all purposes.

25. Except as amended hereby, the Contract remains unmodified and in full force and effect.

26. This Amendment may be executed in two or more separate counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures on counterparts of this Amendment that are transmitted by fax or by electronic mail shall be deemed effective for all purposes.

[signatures on following page]

EXECUTED to be effective as of the Effective Date.

SELLER
Chesapeake Land Development Company, L.L.C.,
an Oklahoma limited liability company
By:	/s/ Henry J. Hood
	Henry J. Hood, Senior Vice President –
	Land & Legal and General Counsel
PURCHASER
Apple Nine Ventures, Inc.,
a Virginia corporation
By:	/s/ David McKenney
Name:	David McKenney
Title:	Vice President

EXHIBIT “A-1”

DESCRIPTION OF THE LEASED PREMISES

[following pages]

SITE 3

BEING a tract of land situated in the E. Rowland Survey, Abstract Number 1313, in the City of Grand Prairie, Tarrant County, Texas, and being all of Lot 1, Block A of Traders Village Addition, an Addition to the City of Grand Prairie, Texas, according to the Map or Plat thereof recorded in Clerk’s Instrument No. D210016996, and being part of a called 8.998 acre tract of land described in deed to Chesapeake Exploration, LLC, dated December 1, 2008, recorded under Instrument Number D208441237 of the Official Public Records of Tarrant County, Texas, said 8.998 acre tract of land being a part of a called 47.477 acre tract of land described in deed to Traders Village, Ltd., recorded in Volume 11553, Page 1322 of the Deed Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with “KHA” cap set for the northeast corner of said Lot 1 and a northwest corner of Lot 2, Block A of said Traders Village Addition, same also being in the southerly right-of-way line of Mayfield Road (a variable width public right-of-way);

THENCE South 00°10’36” East, leaving the southerly right-of-way line of said Mayfield Road and along the common line of said Lots 1 and 2, a distance of 449.63 feet to a 5/8-inch iron rod with “KHA” cap set for the southeast corner of said Lot 1;

THENCE South 89°49’24” West, continuing along the common line of said Lots 1 and 2, a distance of 290.00 feet to a 5/8-inch iron rod with “KHA” cap set for the southwest corner of said Lot 1;

THENCE North 00°10’36” West, continuing along the common line of said Lots 1 and 2, a distance of 449.63 feet to a 5/8-inch iron rod with “KHA” cap set for the northwest corner of said Lot 1, same being on the southerly right-of-way line of said Mayfield Road;

THENCE North 89°49’24” East, along the northerly line of said Lot 1 and the southerly right-of-way line of said Mayfield Road, a distance of 290.00 feet to the POINT OF BEGINNING and containing 2.993 acres (130,394 square feet) of land, more or less.

SITE 4

BEING a tract of land situated in the J. R. Wallace Survey, Abstract No. 1699, in the City of Fort Worth, Tarrant County, Texas, and being a portion of Lot 1, Block 1, Menasco Manufacturing Company Addition, an addition to City of Fort Worth, Tarrant County, Texas according to the plat thereof recorded In Volume 388-133, Page 93, Plat Records, Tarrant County, Texas, and also being a portion of a called 6.813 acre tract deeded to Chesapeake Exploration, LLC, recorded in Instrument Number D208430030, Deed Records, Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod with plastic cap stamped “HALFF & ASSOC.” found for the northwest corner of said 6.813 acre tract, same being on the west line of said Lot 1, Block 1 and the east right of way line of State Highway No. 157 (a called variable width public right of way);

THENCE, North 88° 51’ 34” East, leaving the east right-of-way line of said State Highway No. 157, along the north line of said 6.813 acre tract and across said Lot 1, Block 1, a distance of 312.80 feet to a 5/8-inch iron rod with cap to be set for the POINT OF BEGINNING;

THENCE, North 88° 51’ 34” East, continuing along the north line of said 6.813 acre tract, a distance of 369.00 feet to a cut “+” in concrete found for the northeast corner of said 6.813 acre tract;

THENCE, South 01° 08’ 26” East, along the east line of said 6.813 acre tract, a distance of 223.62 feet to a 1/2-inch iron rod with plastic cap stamped “HALFF & ASSOC.” found for corner;

THENCE, South 37° 53’ 31” West, along the southeasterly line of said 6.813 acre tract, a distance of 317.52 feet to a 1/2-inch iron rod with plastic cap stamped “HALFF & ASSOC.” found for corner;

THENCE, South 88° 53’ 26” West, along the south line of said 6.813 acre tract, a distance of 169.04 feet to a 5/8-inch iron rod with cap to be set for corner;

THENCE, North 01° 08’ 26” West, departing the south line of said 6.813 acre tract, a distance 470.18 feet to the POINT OF BEGINNING, containing 3.417 acres (148,861 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025958 in the Real Property Records of Tarrant County, Texas.

SITE 5

BEING a tract of land out of the David Strickland Abstract No. 1376, City of Kennedale, Tarrant County, Texas, and being all of Lot 2, Block A of George Case Addition, an Addition to the City of Kennedale, Texas, according to the Map or Plat thereof recorded in Instrument No.D210023898, and being part of a called 6.186 acre tract of land described in Special Warranty Deed to CHK Louisiana, L.L.C., recorded in Instrument No. D208398608, all of the Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set for the southwest corner of said Lot 2, same being on the east line of a tract of land described in deed to Charles H. McClure and Jerry McClure recorded in Volume 6725, Page 531, Deed Records of Tarrant County, Texas;

THENCE along the west line of said Lot 2 and the east line of said McClure tract, North 00°17’48” East, a distance of 263.00 feet to a 5/8” iron rod with “KHA” cap set for most westerly, northwest corner of said Lot 2, same being the southwest corner of Lot 1, Block A of said George Case Addition;

THENCE along the common line of said Lots 1 and 2, South 89°42’10” East, a distance of 117.66 feet to a 5/8” iron rod with “KHA” cap set for the southeast corner of said Lot 1;

THENCE continuing along the common line of said Lots 1 and 2, North 00°17’50” East, a distance of 185.37 feet to a 5/8” iron rod with “KHA” cap set for north common corner of said Lots 1 and 2, same being on the south right-of-way line of Bolen Road (a 50’ wide right-of-way);

THENCE along the north line of said Lot 2 and the south right-of-way line of said Bolen Road, South 89°56’43” East, a distance of 190.34 feet to a 5/8-inch iron rod found for a corner;

THENCE continuing along the north line of said Lot 2 and the south right-of-way line of said Bolen Road, South 89°54’28” East, a distance of 29.92 feet to a 5/8” iron rod with “KHA” cap set for the northeast corner of said Lot 2, same being the most northerly, northwest corner of Lot 3, Block A of said George Case Addition;

THENCE departing the south right-of-way line of said Bolen Road and along the common line of said Lots 2 and 3, South 00°17’50” West, a distance of 449.30 feet to a 5/8” iron rod with “KHA” cap set for south common corner of said Lots 2 and 3;

THENCE continuing along the common line of said Lots 2 and 3, North 89°42’10” West, a distance of 337.92 feet to the POINT OF BEGINNING and containing 2.980 acres or 129,803 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 6

BEING a tract of land situated in the Edmund McDavid King Survey, Abstract Number 892, in the City of North Richland Hills, Tarrant County, Texas, being a portion of a called 7.559 acre tract of land described in Special Warranty Deed to CHK Louisiana, L.L.C., as recorded in County Clerk’s Instrument No. D208398609 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.) and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found at the intersection of the southeast right-of-way line of Iron Horse Boulevard (a called 80-foot wide public right-of-way) and the southwest right-of-way line of Browning Drive (a called 60-foot wide public right-of way) for the most northerly corner of said property;

THENCE South 84°11’20” East, with the southwest right-of-way line of Browning Drive, a distance of 21.40 feet to a 5/8-inch iron rod found with plastic cap stamped “Dunaway Assoc, LP”;

THENCE South 39°41’09” East, continuing with the southwest right-of-way line of said Browning Drive, a distance of 15.56 feet to a 1/2-inch iron rod found for the beginning of a curve to the left;

THENCE with said curve to the left, through a central angle of 36°53’37”, having a radius of 429.63 feet, and a chord bearing and distance of South 58°07’19” East, 271.89 feet, an arc length of 276.65 feet to a 1/2-inch iron rod found with a plastic cap stamped “PRECISE LAND SURV.” for the northwest corner of a tract of land described in Warranty Deed to Drum Property Company, LTD., recorded in Volume 15726, Page 462, D.R.T.C.T.;

THENCE South 00°15’11” West, departing the southwest right-of-way line of said Browning Drive, with the west line of said Drum Property Company, LTD., tract, a distance of 312.89 feet to a 1/2-inch iron rod found with plastic cap stamped “PRECISE LAND SURV.” in the north line of Lot 3, Block 3 of TAPP ADDITION, an addition to the City of North Richland Hills, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-179, Page 30 of the Plat Records of Tarrant County, Texas for the southwest corner of said Drum Property Company, LTD., tract;

THENCE North 89°45’10” West, with the north line of said Lot 3, Block 3, at a distance of 339.21 feet passing the northwest corner of said Lot 3, Block 3, and across said 7.559 acre tract, in all a distance of 419.00 feet to a 5/8-inch iron rod to be set with plastic cap stamped “KHA” for corner;

THENCE North 00°15’11” East, continuing across said 7.559 acre tract, a distance of 343.22 feet to a 5/8-inch iron rod set with plastic cap stamped “KHA” in the southeast right-of-way line of said Iron Horse Boulevard;

THENCE North 51°17’54” East, with the southeast right-of-way line of said Iron Horse Boulevard, a distance of 200.86 feet to the POINT OF BEGINNING, and containing 3.742 acres (162,981 square feet) of land, more or less.

SITE 7

BEING a tract of land situated in the WM. D. Lacy Survey, Abstract Number 929, City of Arlington, Tarrant County, Texas, and being portion of called 54.815 acre tract of land, conveyed to Chesapeake Land Company, LLC, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D206272197, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.) and being more particularly described as follows:

COMMENCING at a 3” pipe found at the southeast corner of said 54.815 tract, and having a common northeastern corner of a called 38.378 acre tract of land, conveyed to JSCP Partners, L.P., as evidenced in a deed recorded in Volume 14665, Page 120, D.R.T.C.T.;

THENCE, North 88°38’27” West, along the common line of said 54.815 acre tract and 38.378 acre tract, a distance of 446.17 feet to a point;

THENCE, North 00°51’40” West, departing the common line of said 54.815 acre tract and 38.378 acre tract, across said 54.815 acre tract, a distance of 53.83 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner and for the POINT OF BEGINNING;

THENCE, continuing across said 54.815 acre tract, the following courses and distances, to wit:

—North 00°51’40” West, a distance of 551.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner;

—North 89°08’20” East, a distance of 401.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner;

—South 00°51’40” East, a distance of 551.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner;

—South 89°08’20” West, a distance of 401.00 feet to the POINT OF BEGINNING and containing 5.072 acres (220,951 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025959 in the Real Property Records of Tarrant County, Texas.

SITE 8

BEING a tract of land situated in the John Balch Survey Abstract Number 83, in the City of Arlington, Tarrant County, Texas and being part of a called 9.02 acre tract of land described in deed to Chesapeake Exploration, LLC, as recorded in Instrument Number D208421435, of the Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8 inch iron rod found for the southwest corner of said 9.02 acre tract, same being the northwest corner of a 2.3093 acre tract of land described in a deed to Harwood 360 Corporation, as recorded in Volume 11532, Page 2179, of the Deed Records of Tarrant County, Texas and being in the east line of a 7.15 acre tract of land described in a deed to Harwood 360 Holdings, Ltd, as recorded in Instrument Number D206193888, of the Deed Records of Tarrant County, Texas;

THENCE North 00° 05’ 35” West, along the west line of said 9.02 acre tract and the east line of said 7.15 acre tract, a distance of 410.00 feet to a 5/8 inch iron rod set with cap stamped “KHA” for corner;

THENCE South 89° 31’ 46” East, departing the west line of said 9.02 acre tract and the east line of said 7.15 acre tract, a distance of 366.00 feet to a 5/8 inch iron rod set with cap stamped “KHA” for corner;

THENCE South 00° 05’ 35” East, a distance of 341.75 feet to a 5/8 inch iron rod set with cap stamped “KHA” for corner in the westerly right-of-way line of State Highway 360, a called variable width public right of way, said corner being the beginning of a non-tangent curve to the left, having a central angle of 04°50’ 42”, a radius of 984.93 feet, and a chord bearing and distance of South 35°25’33” West, 83.26 feet;

THENCE Southwesterly, with said curve to the left, along the westerly right-of-way line of said State Highway 360, a arc length of 83.29 feet to a 1/2 inch iron rod found for the southeast corner of said 9.02 acre tract, same being the northeast corner of a called 2.3093 acre tract;

THENCE North 89° 31’ 46” West, along the south line of said 9.02 acre tract and the north line of said 2.3093 acre tract, a distance of 317.62 feet to the POINT OF BEGINNING containing 3.406 acres or 148,353 square feet of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025960 in the Real Property Records of Tarrant County, Texas.

SITE 9

BEING a tract of land situated in the G. B. Stanley Survey, Abstract Number 1378, City of Fort Worth, Tarrant County, Texas, and being a portion of a called 18.91 acre tract of land, conveyed to Chesapeake Exploration, LP, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D207180455, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1-inch pin found in the easterly line of the Texas and Pacific Railroad and in the northerly line of the St. Louis and Southwestern Railroad;

THENCE North 35°00’04” East, along the common line of said 18.91 acre tract and said Texas and Pacific Railroad, at a distance of 1308.15 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89°20’13” East, departing the said common line, a distance of 347.09 feet to a 5/8 inch set iron rod with cap stamped “KHA” in the west line of Converge, LLC tract, recorded in County Clerk’s Instrument No. D207432927, D.R.T.C.T. for corner;

THENCE South 00°39’47” East, along the common line of said 18.91 acre tract and said Converge tract, a distance of 531.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” in the northerly line of the St. Louis and Pacific Railroad for corner;

THENCE South 63°44’01” West, along the common line of said 18.91 acre tract and said St. Louis and Pacific Railroad, a distance of 1230.63 feet to the POINT OF BEGINNING and containing 11.00 acres or 479,150 square feet of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025961 in the Real Property Records of Tarrant County, Texas.

SITE 10

BEING a tract of land situated in the S.H. Evans Survey, Abstract Number 991, Johnson County, Texas, and being all of a called 5.10 acre tract of land described in General Warranty Deed to Tarrant FW Properties, LLC, recorded in Volume 4122, Page 790 and a portion of a called 17.87 acre tract of land described in a Special Warranty Deed to Chesapeake Exploration, L.L.C., recorded in Volume 4510, Page 159, both of the Deed Records of Johnson County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8-inch found iron rod with a plastic cap stamped “Johnson Land Surveyors” for the most easterly northeast corner of said 5.10 acre tract, same being on the west right-of-way line of said F.M. 1902 (a called 80’ wide right of way);

THENCE South 00° 20’ 16” West, along the east line of said 5.10 acre tract and said west right-of-way line, a distance of 106.00 feet (called 106.22 feet) to a 5/8-inch found iron rod with a yellow plastic cap stamped “Dunaway Assoc. L.P.” for an angle point;

THENCE South 00° 14’ 47” West, continuing along the east line of said 5.10 acre tract and said west right-of-way line, passing at a distance of 305.40 feet, a 1/2-inch found iron rod with a red cap for the southeast corner of said 5.10 acre tract and the northeast corner of aforesaid 17.87 acre tract, continuing along the east line of said 17.87 acre tract, a total distance of 371.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89° 30’ 42” West, departing the east line of said 17.87 acre tract and the west right-of-way line of said F. M. 1902, a distance of 534.16 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 00° 09’ 13” West, along the extension of the west line of said 5.10 acre tract and an east line of said 17.87 acre tract, passing a 5/8-inch found iron rod with a plastic cap stamped “Dunaway Assoc. L.P.” for the southwest corner of said 5.10 acre tract and an inner ell corner of said 17.87 acre tract, continuing along the west line of said 5.10 acre tract and an east line of said 17.87 acre tract, a total distance of 471.00 feet, to a 5/8-inch found iron rod with a plastic cap stamped “Johnson Land Surveyors” for the northwest corner of said 5.10 acre tract;

THENCE North 89° 50’ 47” East, along the line of said 5.10 acre tract, a distance of 537.63 feet to the POINT OF BEGINNING and containing 5.831 acres (253,978 square feet) of land, more or less.

SITE 11

BEING a tract of land situated in the E. Johnson Survey, Abstract Number 852, City of Fort Worth, Tarrant County, Texas, and being a portion of a called 58.274 acre tract of land, conveyed to Chesapeake Exploration, LLC, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D207226027, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), same being a portion of that tract of land conveyed to Sagamore Hill Baptist Church, Inc. as evidenced in a Warranty Deed recorded in Volume 8320, Page 1356, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 7/8 inch iron rod found in the north line of said 58.274 acre tract for the most south southwest corner of a tract of land conveyed to Windsor Interest, LTD, as evidenced in a Warranty Deed recorded in Volume 12301, Page 1155, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.);

THENCE South 89°59’45” East, along the common line of said 58.274 acre tract and said Windsor Interest tract, a distance of 179.49 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE South 00°00’15” West, leaving the common line of said 58.274 acre tract and said Windsor Interest tract, a distance of 450.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89°59’45” West, a distance of 554.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE North 00°00’15” East, a distance of 450.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE South 89°59’45” East, a distance of 374.51 feet to the POINT OF BEGINNING and containing 5.7231 acres (249,300 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025962 in the Real Property Records of Tarrant County, Texas.

SITE 13

BEING a tract of land situated in the J. Asbury Survey, Abstract Number 47, and the A. Rhoades Survey, Abstract Number 1319, City of Fort Worth, Tarrant County, Texas, and being a portion of a called 39.099 acre tract of land (Tract 1), conveyed to Chesapeake Exploration, LP, as evidenced in a deed recorded in County Clerk’s Instrument No. D207214123, Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 1/2 inch iron rod found for the southeast corner of said 39.099 acre tract, and the southwest corner of Block C, Highland Terrace, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Volume 388-8, Page 87, Plat Records of Tarrant County, Texas, said iron rod also being in the northerly right-of-way line of Alta Mesa Boulevard, a variable width public right-of-way, described in deed to the City of Fort Worth, Texas, recorded in Volume 8672, Page 1254, Deed Records, Tarrant County, Texas;

THENCE Southwesterly, with a curve turning to the left, along common line of said Alta Mesa Boulevard right-of-way line and southerly line of said 39.099 acre tract, with a radius of 3213.18 feet, a chord bearing and distance of South 68°34’52” West, 452.71 feet, through a central angle of 08°04’45”, an arc length of 453.09 feet to a 5/8 inch set iron rod with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE Southwesterly, continuing with said curve turning to the left, continuing along common line of said Alta Mesa Boulevard right-of-way line and southerly line of said 39.099 acre tract, with a radius of 3213.18 feet, a chord bearing and distance of South 64°21’54” West, 19.77 feet, through a central angle of 00°21’09”, an arc length of 19.77 feet to a 5/8 inch set iron rod with cap stamped “KHA” for the end of said curve;

THENCE South 63°49’16” West, continuing along common line of said Alta Mesa Boulevard right-of-way line and southerly line of said 39.099 acre tract, a distance of 155.34 feet to a 5/8 inch set iron rod with cap stamped “KHA” for a corner;

THENCE South 72°19’49” West, continuing along common line of said Alta Mesa Boulevard right-of-way line and southerly line of said 39.099 acre tract, a distance of 191.17 feet to a 5/8 inch set iron rod with cap stamped “KHA” for a corner;

THENCE North 15°32’00” West, departing the common line of said Alta Mesa Boulevard right-of-way line and southerly line of said 39.099 acre tract, a distance of 336.17 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE North 68°49’51” East, a distance of 330.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE South 21°33’37” East, a distance of 331.12 feet to the POINT OF BEGINNING and containing 2.712 acres (118,121 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 14

BEING a tract of land situated in the T. Holland Survey, Abstract Number 750, Tarrant County, Texas, in the City of Grand Prairie, Texas, being a portion of Lot 13, Block 1, of Devtex Business Park, an addition to the Cities of Arlington, Texas, and Grand Prairie, Texas, according to the plat thereof recorded in Volume 388-201, Page 9 and 10, of the Plat Records of Tarrant County, Texas, and being a portion of the tract of land conveyed to Chesapeake Exploration, L.P., as described by deed recorded in Instrument No. D207233063, Deed Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “KHA” set for the northwest corner of Lot 13A, Block 1 of Devtex Business Park, an addition to the Cities of Arlington, Texas, and Grand Prairie, Texas, according to the plat thereof recorded in Cabinet A, Slide 12956, of the Plat Records of Tarrant County, Texas, and the east line of Lot 14, Block 1 of Devtex Business Park as recorded in said Volume 388-201, Page 9 and 10, said corner also being on the east line of a 10’ wide T. E. S. Co Easement as recorded in Volume 3496, Page 92, Deed Records of Tarrant County, Texas, said corner also being on the apparent city limit line of the cities of Grand Prairie and Arlington, Texas;

THENCE North 00°11’54” East, along the east line of said Lot 14, the east line of said 10’ wide easement and along the apparent city limit line, a distance of 214.46 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 80°19’16” East, departing the east line of said Lot 14, the east line of said 10’ wide easement and said city limit line, a distance of 440.27 feet to a 5/8-inch iron rod with cap stamped “KHA” set a corner;

THENCE South 00°11’54” West, a distance of 261.57 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner on the north line of aforesaid Lot 13A, Block 1;

THENCE South 86°27’03” West, along the north line of said Lot 13A, a distance of 434.68 feet to the POINT OF BEGINNING and containing 2.370 acres (103,239 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 15

BEING a tract of land situated in the B.F. Crowley Survey, Abstract Number 307, Tarrant County, Texas, in the City of Fort Worth, and being a portion of a called “Tract 5” (29.538 acres) conveyed to Chesapeake Land Company, LLC, as evidenced in a Special Warranty Deed, recorded in Instrument Number D207237217, of the Deed Records of Tarrant County, Texas, same being all of Lots 3, 4, 5 and a portion of Lots 6 and 7, Block 5 of Starvers Addition, an Addition to the City of Fort Worth, Texas, according to the Plat thereof recorded in Volume 106, Page 136 and all of Lots A and B, Block 5 of Dorsey Adams Subdivision, an Addition to the City of Fort Worth, Texas, according to the Plat thereof recorded in Volume 1648, Page 393, both of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found at the intersection of the northerly right-of-way line of East 1st Street (a variable width right-of-way) with the easterly right-of-way line of Booker Washington Avenue (a 60-foot wide right-of-way) same being the southwest corner of said Lot A, Block 5;

THENCE North 30°35’53” West, with the easterly right-of-way line of said Booker Washington Avenue, a distance of 270.08 feet to a 1/2-inch iron rod found at the intersection of the easterly right-of-way line of said Booker Washington Avenue with the southeasterly right-of-way line of State Highway 121 (a variable width right-of-way), same being the most northerly, northwest corner of aforesaid “Tract 5”;

THENCE with the southeasterly right-of-way line of said State Highway 121 and the northwesterly line of said “Tract 5”, the following courses an distances to wit:

—North 34°12’46” East, a distance of 54.35 feet to a 1-inch iron rod found for corner;

—North 36°07’05” East, a distance of 54.93 feet to a 1-inch iron found for the beginning of a non-tangent curve to the right;

—Northeasterly, along said curve to the right, through a central angle of 10°10’10”, having a radius of 1351.20 feet, and a chord bearing an distance of North 42°47’28” East, 239.51 feet, an arc length of 239.82 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South 29°42’30” East, departing the southeasterly right-of-way line of said State Highway 121, across said “Tract 5”, a distance of 411.71 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner on the northerly right-of-way line of aforesaid East 1st Street;

THENCE with the northerly right-of-way line of said East 1st Street, the following courses and distances to wit:

—South 64°11’52” West, a distance of 223.90 feet to a 1/2-inch iron rod found for a corner;

—North 30°35’19” West a distance of 1.08 feet to a 1/2-inch iron rod found for a corner;

—South 64°15’40” West a distance of 100.00 feet to the POINT OF BEGINNING and containing 2.610 acres (113,685 square feet) of land, more or less.

SITE 17

BEING a tract of land out of the B.E. Waller Survey Abstract No. 1659 and the E.M. Daggett Survey, Abstract No. 431, City of Fort Worth, Tarrant County, Texas, being part of a called 18.21 acre tract of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C. recorded in Instrument No. D207275983, Official Public Records of Tarrant County Texas, and also being a part of Block 2 and Block 3, Sycamore Heights, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 309, Page 11, Deed Records of Tarrant County, Texas, being part of Dowman Street abandoned by Ordinance Nos. 5675 and 4432 and being more particularly described as follows:

COMMENCING at a 5/8” iron rod with “Dunaway” cap found at an ell corner of said Chesapeake Land Company L.L.C. tract; said point being the northernmost northwest corner of a tract of land described in deed to Tarrant Regional Water District recorded in Instrument No. D209004538, Official Public Records of Tarrant County, Texas.

THENCE North 51°41’47” West, a distance of 77.36 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE North 70°47’00” West, a distance of 516.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 18°21’54” East, a distance of 210.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 71°34’03” East, a distance of 503.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 14°57’10” West, a distance of 217.46 feet to the POINT OF BEGINNING and containing 2.497 acres or 108,765 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 18

BEING a tract of land out of the R.R. Ramey Survey, Abstract No. 1341, City of Arlington, Tarrant County, Texas, being part of a called 18.397 acre tract of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., recorded in Instrument No. D207265437 Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with cap found at the northwest corner of a tract of land described in Special Warranty Deed to Brett B. Thomas recorded in Instrument No. D205326423, Official Public Records of Tarrant County;

THENCE North 00°31’55” West, a distance of 560.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 89°28’05” East, a distance of 368.75 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 00°31’55” East, a distance of 493.12 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 79°11’15” West, at a distance of 289.63 feet passing a 1/2” iron rod found at the northeast corner of said Thomas tract, continuing, in all a total distance of 374.77 feet to the POINT OF BEGINNING and containing 4.458 acres or 194,170 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025963 in the Real Property Records of Tarrant County, Texas.

SITE 19

BEING a tract of land situated in the Jacob Back Survey Abstract No. 126 in the City of Mansfield, Tarrant County, Texas, and being all of that same called 5.000 acre tract of land conveyed to Chesapeake Land Company, LLC, as evidenced by the Deed recorded under Document No. D207300678 of the Deed Records of Tarrant County, Texas, (D.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a TXDOT monument found for the southeasterly corner of said Chesapeake tract and the northern corner of a called 0.854 acre tract of land conveyed to Larry J. Fabian and Charles D. Sweeney as evidenced by the Deed recorded in Volume 15309, Page 470, D.R.T.C.T., and lying on the westerly right-of-way line of State Highway No. 360 (a variable width right-of-way);

THENCE South 59°38’01” West, departing the westerly right-of-way line of said State Highway No. 360, along the common line of said 0.854 acre tract and said Chesapeake tract, passing at a distance of 260.51 feet a 1/2-inch iron rod, continuing for a total distance of 266.53 feet to a 5/8-inch iron rod found for corner, said point being the southern corner of said Chesapeake tract, and being the west corner of said 0.854 acre tract, and being on the northeasterly line of a tract of land conveyed to Larry J. Fabian and Charles D. Sweeney as evidenced by the Deed recorded in Volume 11076, Page 1128, D.R.T.C.T.;

THENCE North 30°24’55” West, along the common line of said Chesapeake tract and said Fabian/Sweeney tract, a distance of 399.53 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner, said point being the northerly corner of said Fabian/Sweeney tract, and being the easterly corner of a tract of land conveyed to Cann-Mansfield, LTD., as evidenced by the Deed recorded under Document No. D206373693, D.R.T.C.T.;

THENCE North 31°04’37” West, along the common line of said Chesapeake tract and said Cann-Mansfield tract, a distance of 249.36 feet to a 5/8-inch iron rod with a cap stamped “KHA” set for corner;

THENCE South 76°54’43” East, along a line that is 60 feet south of and parallel with the north line of said Chesapeake tract, a distance of 642.25 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner on the easterly line of said Chesapeake tract and the westerly right-of-way line of said State Highway No. 360;

THENCE South 13°05’17” West, the easterly line of said Chesapeake tract and the westerly right-of-way line of said State Highway No. 360, a distance of 285.35 feet to the POINT OF BEGINNING and containing 4.075 acres (177,518 square feet) of land, more or less.

SITE 20

BEING a tract of land situated in the J. Wilson Survey, Abstract Number 1631, City of Arlington, Tarrant County, Texas, and being all of Lot 17R4-AR of the Replat of Lots 17R2-AR, 17R3-AR and 17R4-AR of the Six Flags Business Park Addition, an addition to the City of Arlington, Texas as recorded in Cabinet A, Slide 12082 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being all of a tract of land described as “Tract 1” in Special Warranty Deed to Fort Worth Land, L.L.C., as recorded in County Clerk’s Instrument Number D207298300 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described as follows::

BEGINNING at a found PK Nail for the northeast corner of said Lot 17R4-AR and the southeast corner of Site 17R2-C of Six Flags Business Park, an addition to the City of Arlington, as recorded in Cabinet A, Slide 295, P.R.T.C.T., said corner being on the westerly right-of-way line of State Highway No. 360 (350 feet wide public ROW), said corner being the beginning of a non-tangent circular curve to the left, having a radius of 11,634.16 feet and whose chord bears South 02 degrees 42 minutes 27 seconds East, a distance of 438.73 feet;

THENCE Southeasterly, along said westerly right-of-way line and along said circular curve to the left, through a central angle of 02° 09’ 39” and an arc distance of 438.75 feet to a 1/2” found iron rod with “CEI” stamp for the most northerly southeast corner of said Lot 17R4-AR and the most northerly northeast corner of Lot 17R2-AR of said Replat of Lots 17R2-AR, 17R3-AR and 17R4-AR of the Six Flags Business Park Addition;

THENCE South 84° 58’ 35” West, departing said westerly right-of-way line and along the common line between said Lots 17R4-AR and 17R2-AR for part of the way, a distance of 20.00 feet to a 5/8” iron rod with cap found for corner;

THENCE South 04°02’03” East, continuing along said common line, a distance of 42.69 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE South 84°58’35” West, continuing along said common line, a distance of 21.08 feet to a 5/8” found iron rod with “CEI” stamp for corner

THENCE South 05° 01’ 25” East, continuing along said common line, a distance of 10.92 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE South 78°10’36” West, continuing along said common line, a distance of 13.66 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE South 84° 58’ 35” West, continuing along said common line, a distance of 131.77 feet to a 5/8” found iron rod with “CEI” stamp for the point of curvature of a circular curve to the right, having a radius of 194.50 feet and whose chord bears North 85° 19’ 14” West, a distance of 65.56 feet;

THENCE Northwesterly, continuing along said common line and along said circular curve to the right, through a central angle of 19° 24’ 22” and an arc distance of 65.88 feet to a 5/8” found iron rod with “CEI” stamp for the point of reverse curvature of a circular curve to the left, having a radius of 205.50 feet and whose chord bears North 85° 19’ 14” West, a distance of 69.27 feet;

THENCE Northwesterly, continuing along said common line and along said circular curve to the left, through a central angle of 19° 24’ 22” and an arc distance of 69.60 feet to a 5/8” found iron rod with “CEI” stamp for the point of tangency;

THENCE South 84° 58’ 35” West, continuing along said common line, a distance of 159.06 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE North 05° 01’ 25” West, continuing along said common line, a distance of 69.80 feet to a 5/8” iron rod with “KHA” stamp set for corner;

THENCE North 47° 46’ 25” West, continuing along said common line, a distance of 119.93 feet to a 5/8” found iron rod with “CEI” stamp for the north corner of said Lot 17R2-AR and a west corner of said Lot 17R4-AR, said corner being on the southeast line of Site 37 of the Twenty-Second Installment of Six Flags Business Park, an addition to the City of Arlington, as recorded in Volume 388-116, Page 22, P.R.T.C.T.;

THENCE North 42° 13’ 35” East, along the common line between said Lot 17R4-AR and the southeast line of said Site 37 and the southeast line of Site 33 of the Eighteenth Installment of Six Flags Business Park, an addition to the City of Arlington, as recorded in Volume 388-109, Page 66, P.R.T.C.T., a distance of 119.10 feet to a 3/8” found iron rod for the most southerly east corner of said Site 33 and an interior corner of said Lot 17R4-AR;

THENCE North 47° 46’ 25” West, continuing along the common line between said Lot 17R4-AR and said Site 33, a distance of 86.50 feet to a 5/8” found iron rod for corner;

THENCE North 42° 13’ 35” East, continuing along said common line, a distance of 50.00 feet to a 1/2” found iron rod with a yellow plastic cap stamped “Dunaway Assoc. L.P.” for corner;

THENCE North 47° 46’ 25” West, continuing along said common line, a distance of 137.00 feet to a 3/8” found iron rod for the north corner of said Site 33 and the most westerly northwest corner of said Lot 17R4-AR, said corner being on the southeasterly right-of-way line of Six Flags Drive (100-feet wide public ROW);

THENCE North 42° 13’ 35” East, along said southeasterly right-of-way line, a distance of 40.00 feet to a 1/2” found iron rod for the most northerly northwest corner of said Lot 17R4-AR and the west corner of Site 14 of Six Flags Business Park, an addition to the City of Arlington, as recorded in Volume 388-73, Page 59, P.R.T.C.T.;

THENCE South 47° 46’ 25” East, departing said southeasterly right-of-way line and along the common line between said Lot 17R4-AR and said Site 14, a distance of 137.00 feet to a 1/2” found iron rod for an interior corner of said Lot 17R4-AR and the south corner of said Site 14;

THENCE North 42° 13’ 35” East, continuing along said common line, a distance of 217.00 feet to a found “X”-cut in concrete for an exterior corner of said Lot 17R4-AR and the west corner of said Site 17R2-C of Six Flags Business Park, an addition to the City of Arlington, as recorded in Cabinet A, Slide 295, P.R.T.C.T.;

THENCE South 48° 22’ 25” East, departing the southeast line of said Site 14 and along the common line between said Lot 17R4-AR and said Site 17R2-C, a distance of 33.00 feet to a found PK nail for corner;

THENCE North 46° 29’ 27” East, continuing along said common line, a distance of 47.17 feet to a found PK nail for corner;

THENCE South 45° 13’ 45” East, continuing along said common line, a distance of 92.21 feet to a found PK nail for corner;

THENCE North 77° 56’ 15” East, continuing along said common line, a distance of 206.53 feet to the POINT OF BEGINNING and containing 5.531 acres, or 240,922 square feet of land, more or less.

SITE 21

BEING a tract of land situated in the Walter Ferrell Survey, Abstract Number 537, in the City of Grand Prairie, Tarrant County, Texas, and being all of Lot 2, Block A of Whiddon Addition also known as Sunbelt Addition, an Addition to the City of Grand Prairie, Texas, according to the Map or Plat thereof recorded under Instrument No. D210017057, and being portion of a called 18.57 acre tract of land described in deed to Chesapeake Land Company, LLC, recorded under Instrument Number D207305327 of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “KHA” set for the east corner of said Lot 2, same being the north corner of Lot 1 in said Block A, said iron rod also being on the westerly line of a called 23.8 acre tract of land described in deed to Robert Joseph Elrich and Lola D. Elrich, Trustees, recorded under Instrument Number D208425279, O.P.R.T.C.T;

THENCE South 58°03’01” West, departing the westerly line of said 23.8 acre tract and along the common line of said Lots 1 and 2, a distance of 685.12 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the south corner of said Lot 2 and the west corner of said Lot 1, said corner being in the easterly right-of-way line of State Highway No. 360 (a variable width public right-of-way);

THENCE along the easterly right-of-way line of said State Highway No. 360 and the westerly line of said Lot 2, the following courses and distances to wit:

—North 32°05’01” West, a distance of 92.11 feet to a TXDOT concrete monument found for corner;

—North 20°47’01” West, a distance of 76.35 feet to a TXDOT concrete monument found for corner, and being the beginning of a non-tangent curve to the right;

—Northwesterly, with said curve to the right, through a central angle of 16°13’00”, having a radius of 1402.39 feet, and a chord bearing and distance of North 12°39’50” West, 395.60 feet, an arc length of 396.93 feet to an “X” cut set for the northwest corner of said Lot 2, same being the southwest corner of Lot 3 in said Block A;

THENCE departing the easterly right-of-way line of said State Highway No. 360 and the common line of said Lots 2 and 3, the following courses and distances to wit:

—North 84°49’54” East, a distance of 32.41 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—North 63°16’46” East, a distance of 118.47 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the beginning of a tangent curve to the right;

—Easterly, with said curve to the right, through a central angle of 64°33’29”, having a radius of 90.00 feet, and a chord bearing and distance of South 84°26’29” East, 96.13 feet, an arc length of 101.41 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the end of said curve;

—North 55°36’06” East, a distance of 292.54 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the north corner of said Lot 2, same being on the westerly line of aforesaid 23.8 acre tract;

THENCE South 34°56’05” East, along the common line of said Lot 2 and said 23.8 acre tract, a distance of 469.62 feet to the POINT OF BEGINNING and containing 7.061 acres (307,573 square feet) of land, more or less.

SITE 22

BEING a tract of land situated in the Vincent J. Hutton Survey, Abstract No. 681, City of Fort Worth, Tarrant County, Texas, and being a portion of the tract of land described to the City of Fort Worth, recorded in Volume 2037, Page 567, and Volume 2008, Page 243, in the Deed Records of Tarrant County, Texas, also being a tract of land described to Chesapeake Exploration, LLC, recorded in Instrument No. D207309369, in the Deed Records of Tarrant County, Texas, and more particularly described by metes and bounds as follows:

COMMENCING at a 5/8 inch iron rod found in the southerly right-of-way line of State Highway No. 183 (variable width right-of-way), being the northwest corner of the tract of land described to Centreport Developers, LLC, recorded in Instrument No. D207455288, in the Deed Records of Tarrant County, Texas, also being the northeast corner of a tract of land described to the City of Fort Worth, recorded in Volume 2037, Page 567 and Volume 2008, Page 243, in the Deed Records of Tarrant County, Texas;

THENCE South 15° 28’ 57” East, leaving said right-of-way line and along common line of said Centreport and City of Fort Worth tracts, a distance of 535.63 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE South 15° 28’ 57” East, continuing along common line of said Centreport and herein described tract, a distance of 489.11 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the beginning of a curve to the left, having a radius of 1,505.00 feet, and a chord bearing and distance of South 65° 52’ 44” West, 379.27 feet;

THENCE along said curve to the left, in a southwesterly direction, through a central angle of 14° 28’ 38”, an arc length of 380.28 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE North 30° 06’ 06” West, a distance of 489.09 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the beginning of a curve to the right, having a radius of 1,994.00 feet, and a chord bearing and distance of North 66° 12’ 18” East, 503.70 feet;

THENCE along said curve to the right, in a northeasterly direction, through a central angle of 14° 30’ 43”, an arc length of 505.05 feet to the POINT OF BEGINNING and containing 4.969 acres (216,462 square feet) of land, more or less.

SITE 23

BEING a tract of land situated in the Vincent J. Hutton Survey, Abstract No. 681, City of Fort Worth, Tarrant County, Texas, and being a portion of the tract of land described to the City of Fort Worth, recorded in Volume 2037, Page 567, and Volume 2008, Page 243, in the Deed Records of Tarrant County, Texas, also being a tract of land described to Chesapeake Land Company, LLC, recorded in Instrument No. D207309369, in the Deed Records of Tarrant County, Texas, and more particularly described by metes and bounds as follows:

COMMENCING at a 5/8 inch iron rod found in the northerly right-of-way line of FAA Boulevard (110 foot right-of-way), and being the southwest corner of the tract of land described to Centreport Developers, LLC, recorded in Instrument No. D207455288, in the Deed Records of Tarrant County, Texas;

THENCE South 11° 40’ 23” West, leaving said right-of-way line and through said City of Fort Worth tract, a distance of 870.88 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE North 89° 52’ 15” East, a distance of 639.39 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 00° 07’ 44” East, a distance of 350.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 89° 52’ 16” West, a distance of 622.61 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the beginning of a curve to the left, having a radius of 1,281.00 feet, and a chord bearing and distance of North 02° 52’ 25” West, 350.40 feet;

THENCE along said curve to the left, in a northwesterly direction, through a central angle of 15° 43’ 18”, an arc length of 351.50 feet to the POINT OF BEGINNING and containing 5.005 acres (218,035 square feet) of land, more or less.

SITE 24

BEING a tract of land situated in the B.F. Crowley Survey, Abstract Number 307, Tarrant County, Texas, in the City of Fort Worth, and being a portion of a called “Tract 4” (21.535 acres) conveyed to Chesapeake Land Company LLC as evidenced in a Special Warranty Deed recorded in Instrument Number D207237217, of the Deed Records of Tarrant County, (D.R.T.C.T.), same being a portion of Lot 1, Block 2 of Trinity Bend Addition, an Addition to the City of Fort Worth, Texas, according to the Map of Plat thereof recorded in Volume 388-191, Page 86, of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a 1-inch iron rod found for the northeast corner of said “Tract 4”, same being in the southerly right-of-way line of East 4th Street ( a variable width right-of-way), said iron rod also being on the west line of a tract of land described in deed to Tarrant County Water Control & Improvement District, recorded in Volume 2285, Page 370, D.R.T.C.T.;

THENCE South 00°39’42” East, departing the southerly right-of-way line of said East 4th Street, along the common line of said “Tract 4” and the Tarrant County Water Control & Improvement District tract, a distance of 471.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South 89°20’18” West, leaving the common line of said “Tract 4” and the Tarrant County Water Control & Improvement District tract, across said “Tract 4”, a distance of 233.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 00°39’42” West, continuing across said “Tract 4”, a distance of 425.50 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner on the northerly line of said “Tract 4”, said point being in the southerly right-of-way line of said East 4th Street, and being in a non-tangent curve to the right;

THENCE with the northerly line of said “Tract 4” and southerly right-of-way line of said East 4th Street the following courses and distances to wit:

          —Northeasterly, with said non-tangent curve to the right, through a central angle 11°16’41”, having a radius of 585.00 feet, a chord bearing and distance of North 73°23’29” East, 114.96 feet, an arc length of 115.15 feet to a 5/8-inch iron rod found with cap stamped “Dunaway Assoc. LP” for corner, and the end of said non-tangent curve;

          —North 82°51’16” East, a distance of 123.25 feet to the POINT OF BEGINNING and containing 2.429 acres (105,824 square feet) of land, more or less.

SITE 25

BEING a tract of land situated in the A. Anderson Survey, Abstract Number 21, and the J. Smith Survey, Abstract Number 1382, located in the City of Fort Worth, Tarrant County, Texas, and being a part of a called 9.060 acre tract of land described in a Special Warranty Deed to Chesapeake Exploration, L.L.C., recorded in County Clerk’s Inst. No. D209021528, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), said tract being all of Lot 1, Block 1-A of Shoe & Leather Company Addition, an Addition to the City of Fort Worth, recorded in Volume 388-121, Page 61, both of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), said tract being more particularly described as follows:

BEGINNING at a 5/8 inch set iron rod with cap stamped “KHA” for the northeast corner of Lot 1, Block 1-A, same being at the intersection of the southerly line of a Dallas Area Rapid Transit 100’ wide right-of-way with the west line of a reservation as depicted on the Corrected Plat of W. A. Archers Addition, an Addition to the City of Fort Worth, recorded in Volume 63, Page 72, P.R.T.C.T. said reservation called Southwestern Street;

THENCE South 00°00’52” West, along the east line of said Lot 1, Block 1-A, the west line of said reservation and the west right-of-way line of Webber Street (a called 60’ wide right-of-way) as dedicated in said W. A. Archers Addition, a distance of 233.72 feet to 5/8 inch set iron rod with cap stamped “KHA” for the southeast corner of said Lot 1, Block 1-A, same being the intersection of the west right-of-way line of said Webber Street with the north right-of-way line of 32nd Street (a 60’ wide right-of-way);

THENCE North 89°59’04” West, along the south line of said Lot 1, Block 1-A and the north right-of-way line of said 32nd Street, passing at a distance of 452.02 feet, a 5/8-inch found iron rod with cap for a northwest corner of said 9.060 acre tract, continuing for a total distance of 467.72 feet to a 1/2-inch found iron for the southwest corner of said Lot 1, Block 1-A, same being the intersection of the north right-of-way line of said 32nd Street with the curving southerly line of aforesaid Dallas Area Rapid transit 100’ wide right-of-way, said curve being a non-tangent curve to the right;

THENCE in a northeasterly direction, along the northerly line of said Lot 1, Block 1-A, the southerly line of said Dallas Area Rapid Transit right-of-way, and along the arc of said curve to the right, through a central angle of 15°23’33”, having a radius of 1,457.91 feet, a chord bearing of North 61°30’28” East, a chord distance of 390.49 feet and an arc length of 391.67 feet to the point of tangency of said curve;

THENCE North 69°12’14” East, continuing along the northerly line of said Lot 1, Block 1-A and the southerly line of said Dallas Area Rapid Transit right-of-way, passing at a distance of 34.33 feet, a 5/8-inch found iron rod with cap, continuing for a total distance of 133.27 feet to the POINT OF BEGINNING and containing 1.413 acres (61,565 square feet) of land, more or less.

SITE 26

BEING a tract of land situated in the Tapley Holland Survey, Abstract No. 750, Grand Prairie, Tarrant County, Texas, and being a portion of Block A, of Prairie Oaks Park, an Addition to the City of Grand Prairie, Texas, according to the plat recorded in Volume 388-168, Page 63 of the Plat Records of Tarrant County, Texas, same being part of a called 21.29 acre tract of land described in Special Warranty Deed to North Texas Acquisition, L.L.C., as recorded in Instrument No. D207313357, Deed Records, Tarrant County, Texas, and being more particularly described as follows;

COMMENCING at a 5/8-inch “PATE RPLS 5647” capped iron rod found for the southwest corner of said 21.29 acre tract, same being on the curving north right-of-way line of Osler Drive (a called 60’ wide right-of-way), said curve being a curve to the right;

THENCE in an easterly direction, along the south line of said 21.29 acre tract, the north right-of-way line of said Osler Drive and along the arc of said curve to the right, through a central angle of 29°15’26”, having a radius of 630.00 feet, a chord bearing of South 75°31’40” East, a chord distance of 318.22 feet and an arc length of 321.70 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE North 31°22’30” East, departing the south line of said 21.29 acre tract and the north right-of-way line of said Osler Drive, a distance of 180.27 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North, a distance of 351.98 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE East, a distance of 265.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South, a distance of 400.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE West, a distance of 235.72 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South 31°22’30” West, a distance of 154.52 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner on the curving south line of said 21.29 acre tract and north right-of-way line of said Osler Drive, said curve being a non-tangent curve to the left;

THENCE in a northwesterly direction, along the south line of said 21.29 acre tract, the north right-of-way line of said Osler Drive and along the arc of said curve to the left, through a central angle of 04°32’55”, having a radius of 630.00 feet, a chord bearing of North 58°37’30” West, a chord distance of 50.00 feet and an arc length of 50.01 feet to the POINT OF BEGINNING and containing 2.609 acres (113,650 square feet) of land, more or less;

SITE 27

BEING a tract of land situated in the Thomas Harlow Survey Abstract No. 335 in the City of Cleburne, Johnson County, Texas, and being all of Lot 1, Block A of Phillips Addition, an Addition to the City of Cleburne, Texas, according to the Map or Plat thereof recorded in Slide D, Volume 10, Page 164, Plat Records of Johnson County, Texas, and being a portion of that 13.09 acre tract of land conveyed to Chesapeake Exploration, LP, as evidenced by the Deed recorded in Volume 4183, Page 001, Deed Records of Johnson County, Texas, and being more fully described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “KHA” set for the northwest corner of said Lot 1, Block A, same being on the south line of a tract of land conveyed to R.E. and Wanda Malone, as recorded in Volume 3232, Page 172, Deed Records of Johnson County, Texas;

THENCE with the common line of said Lot 1, Block A and said R.E. and Wanda Malone tract, North 58°16’04” East, a distance of 188.03 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the most northerly, northeast corner of said Lot 1, Block A;

THENCE departing the south line of said R.E. and Wanda Malone tract and along the common line of said Lot 1 and Lot 2, Block A of said Phillips Addition, the following courses and distances to wit;

— South 83° 42’ 39” East, a distance of 77.45 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

— South 24° 43’ 56” East, a distance of 376.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

— South 65° 16’ 04” West, a distance of 253.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

— North 24° 43’ 56” West, a distance of 393.00 feet to the POINT OF BEGINNING and containing 2.336 acres (101,764 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. 201000003431 in the Real Property Records of Johnson County, Texas.

SITE 28

BEING a tract of land situated in the P.H. Ahler Survey Abstract No. 33 in the City of Fort Worth, Tarrant County, Texas, and being a portion of that same tract land conveyed to Chesapeake Exploration, LLC, as evidenced by the Deed recorded under Document No. D208079920 of the Deed Records of Tarrant County, Texas, and being more fully described as follows:

BEGINNING at a 1/2-inch iron rod found for corner in the southerly right-of-way line of Texas and Pacific Railroad, said rod being the northeast corner of said Chesapeake tract and the northwest corner of Lot 1, Block 1 of the Nguyen Addition, as recorded in Cabinet B, Slide 3193, Plat Records, Tarrant County, Texas;

THENCE South 00° 40’ 56” East, leaving said southerly right-of-way line and along common line of said Chesapeake tract and said Lot 1, Block 1, a distance of 415.42 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 89° 33’ 53” West, leaving said common line, a distance of 412.32 feet to a 5/8-inch iron rod with cap stamped “KHA” set in the west line of said Chesapeake tract and the east line of a tract of land described to Donnie Calton, as recorded in Volume 13420, Page 245, Deed Records, Tarrant County, Texas, for corner;

THENCE North 00° 13’ 38” East, along the common line of said Chesapeake tract and said Calton tract, a distance of 562.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set in the southerly right-of-way line of said Texas and Pacific Railroad for corner;

THENCE South 70° 29’ 56” East, along the said southerly right-of-way line, a distance of 429.79 feet to the POINT OF BEGINNING and containing 4.583 acres (199,644 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025964 in the Real Property Records of Tarrant County, Texas.

SITE 29

BEING a tract of land situated in the Hays Covington Survey, Abstract Number 256, in the City of Fort Worth, Tarrant County, Texas, being a portion of a called 7.189 acre tract of land conveyed to Fort Worth Land, L.L.C., as described in General Warranty Deed as recorded in County Clerk’s Instrument No. D207326129 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a 5/8-inch “KHA” capped iron rod set for the northeast corner of said 7.189 acre tract and the northwest corner of Lot B-1R, Block 2 of West Plaza Addition, an Addition to the City of Fort Worth, Texas, according to the plat recorded in Volume 388-210, Page 48 of the Plat Records of Tarrant County, Texas, said iron rod also being on the south line of a called Tract No. 1, conveyed to Texas Electric Service Co., as evidenced in a Deed recorded in Volume 2560, Page 151, D.R.T.C.T., from said iron rod, a found 1/2-inch iron rod bears South 09°21’ East, 8.18 feet;

THENCE South 00°44’21” East, departing the south line of said Tract No. 1, along the east line of said 7.189 acre tract and the west line of said Lot B-1R, a distance of 300.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 89°17’17” West, departing the east line of said 7.189 acre tract and the west line of said Lot B-1R, a distance of 382.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 00°35’53” East, a distance of 300.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the north line of said 7.189 acre tract and the south line of aforesaid Tract No. 1;

THENCE North 89°16’34” East, along the north line of said 7.189 acre tract and the south line of said Tract No. 1, a distance of 375.00 feet to the POINT OF BEGINNING and containing 2.606 acres (113,535 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 30

BEING a tract of land situated in the William Reed Survey, Abstract Number 1193, City of Grand Prairie, Dallas County, Texas, in the City of Grand Prairie, Texas, and being a portion of a called 16.30 acre tract as described in the Special Warranty Deed to Chesapeake Land Company, L.L.C. recorded in County Clerk Instrument Number 20070330572 of the Deed Records of Dallas County, Texas, (D.R.D.C.T.), and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod found for the southeast corner of said called 16.30 acre tract; said point being on the north line of a tract of land described in deed to Jin-Ding Sheu and Hwep-Shan Sheu, recorded in County Clerk Instrument Number 200600409698, D.R.D.C.T.;

THENCE South 89°03’59” West, along the south line of said 16.30 acre tract and the north line of said Jin-Ding Sheu and Hwep-Shan Sheu tract, a distance of 337.20 feet to a 5/8-inch “KHA” capped iron rod set for corner;

THENCE North 00°38’34” West, departing the south line of said 16.30 acre tract and the north line of said Jin-Ding Sheu and Hwep-Shan Sheu tract, a distance of 410.01 feet to a 5/8-inch “KHA” capped iron rod set for corner;

THENCE North 89°21’26” East, a distance of 337.20 feet to a 5/8-inch “KHA” capped iron rod set for corner on the east line of said 16.30 acre tract;

THENCE South 00°38’34” East, along the east line of said 16.30 acre tract, a distance of 408.30 feet to the POINT OF BEGINNING and containing 3.167 acres (137,976 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Dallas County, Texas.

SITE 31

BEING a tract of land out of the J.C. Houston Abstract No. 720, City of Arlington, Tarrant County, Texas, being part of a called 9.124 acre tract of land described in Special Warranty Deed to North Texas Acquisition, recorded in Instrument No. D207391767, Official Public Records of Tarrant County, Texas, said tract also containing all of Lot 3, J.C. Houston Addition, an addition to the City of Arlington, Texas according to the plat recorded in Volume 388-173, Page 14 Plat Records of Tarrant County, Texas and part of Lot 15, J.C. Houston Addition, an addition to the City of Arlington, Texas according to the plat recorded in Cabinet A, Page 3291, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a “X” cut in concrete found in the northeast right-of-way line of U.S. Highway 287 (a variable width public right-of-way); said point being the southernmost corner of said Lot 15 and the northwest corner of Lot 10, J.C. Houston Addition, an addition to the City of Arlington, Texas according to the plat recorded in Cabinet A, Page 2563, Plat Records of Tarrant County, Texas;

THENCE with said northeast right-of-way line, the following courses and distances:

          —North 30°17’39” West, a distance of 125.52 feet to a 5/8” iron rod with “KHA” cap set for corner; from said point a 3/4” iron rod found bears South 02°44’ West, a distance of           2.4 feet;

          —North 30°17’39” West, a distance of 352.02 feet to a 1” iron rod found for corner;

          —North 31°19’28” West, a distance of 179.64 feet to a “X” cut in concrete set for corner at the southwest corner of Lot 2 of the first referenced J.C. Houston Addition; from said          point a “X” cut in concrete found bears North 80°20’ West, a distance of 1.1 feet;

THENCE departing said northwest right-of-way line and with the south line of said Lot 2, North 89°30’02” East, a distance of 263.50 feet to a 1/2” iron rod found for corner; said point being the southeast corner of said Lot 2

THENCE with the east line of said Lot 2, North 00°55’50” West, a distance of 141.62 feet to a “X” cut in concrete found for corner; said point being the northeast corner of said Lot 2 and the southeast corner of Lot 1, J.C. Houston Addition an addition to the City of Arlington, Texas according to the plat recorded in Volume 388-150, Page 43, Plat Records of Tarrant County, Texas; said point also being the southeast corner of a tract of land described in deed to LV Development, LTD. recorded in Instrument No.

D204309600, Official Public Records of Tarrant County, Texas; said point also being in Elrod Drive (a variable width private access easement);

THENCE with the south line of said LV Development, LTD. tract, North 88°50’48” East, a distance of 301.00 feet to a PK nail set for corner;

THENCE departing said south line, South 01°49’22” West, a distance of 669.95 feet to a “X” cut in concrete set for corner in the north line of said Lot 10;

THENCE with said north line, the following courses and distances:

—South 88°23’54” West, a distance of 132.00 feet to a “X” cut in concrete set for corner;

—South 60°21’52” West, a distance of 85.82 feet to the POINT OF BEGINNING and containing 5.774 acres or 251,513 square feet of land.

SITE 32

BEING a tract of land situated in the John Langley Survey, Abstract Number 975, City of Arlington, Tarrant County, Texas, and being a portion of Lot 2R of the Plat Revision of Lots 1R, 2R, 3 and 4 of Tract V of Forum 303 Addition, an addition to the City of Arlington, Texas as recorded in Volume 388-201, Page 72 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being a portion of a called 8.252 acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C., as recorded in Instrument No. D207341239 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described as follows:

COMMENCING at a 5/8-inch iron rod found for the southeast corner of said Lot 2R, same being the southeast corner of said 8.252 acre tract, said iron rod also being on the north right of way line of Arkansas Lane (a variable width right of way);

THENCE North 89°36’05” West, along the south line of said Lot 2R, the south line of said 8.252 acre tract and the north right of way line of said Arkansas Lane, a distance of 30.00 feet to a corner;

THENCE North 00°31’43” West, departing the south line of said Lot 2R, the south line of said 8.252 acre tract and the north right of way line of said Arkansas Lane, a distance of 335.32 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING;

THENCE South 89°28’17” West, a distance of 209.59 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 45°31’43” West, a distance of 31.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 89°28’17” West, a distance of 109.41 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 00°31’43” West, a distance of 191.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 82°34’56” East, a distance of 82.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 57°49’05” East, a distance of 252.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 89°28’17” East, a distance of 45.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 00°31’43” East, a distance of 355.00 feet to the POINT OF BEGINNING and containing 2.136 acres (93,038 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 33

BEING a tract of land situated in the S.A. & M.B. Railroad Company Survey Abstract No. 1463, in the City of Fort Worth, Tarrant County, Texas, and being a portion of that 8.954 acre tract of land conveyed to Chesapeake Land Development Company, LLC, as evidenced by the deed recorded under Document No. D209053908 of the Deed Records of Tarrant County, Texas. Said 2.5741 acre tract being more fully described as follows:

BEGINNING at a 1/2-inch iron rod found at the northwest corner of said 8.954 acre tract and the southwest corner of a tract of land conveyed to M3:X Development Corporation, as evidenced by the deed recorder under Document No. D204242691 of the Deed Records of Tarrant County, Texas;

THENCE South 89° 37’ 46” East, along the common line of said 8.954 and M3:X tract, a distance of 300.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 00° 15’ 26” East, leaving the common line of said 8.954 and M3:X tract, a distance of 378.83 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE North 89° 37’ 46” West, a distance of 292.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set in the common line of said 8.954 acre tract and the east line of a tract of land conveyed to Laurel Land of Fort Worth, Inc., as evidenced by the deed recorded under Volume 10690, Page 1339, of the Deed Records of Tarrant County, Texas for corner;

THENCE North 01° 28’ 00” West, leaving the common line of said 8.954 and Laurel Land tracts, a distance of 379.00 feet to a the POINT OF BEGINNING and containing 2.574 acres (112,126 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 34

BEING a tract of land situated in the J. R. Newton Survey, Abstract No. 1169, in the City of Fort Worth, Tarrant County, Texas, and being a portion of a called 7.4168 acre tract conveyed to North Texas Acquisition, LLC, by Deed recorded in Instrument Number D207351905, of the Deed Records, Tarrant County, Texas, (D.R.T.C.T.), and being more particularly described as follows:

BEGINNING at 1/2-inch iron rod found for the northeast corner of said 7.4168 acre tract, said point being on the common line of said 7.4168 acre tract and a tract of land described by deed to Julie A. Amendolia, Instrument Number D206223502, D.R.T.C.T., and being the northwest corner of a tract of land described by deed to James D. and Suzanne S. Gaberino, Ltd., Instrument Number D198139118, D.R.T.C.T.;

THENCE South 00°47’45” West, departing the common line of said 7.4168 acre tract and Amendolia tract, along the common line of said 7.4168 acre tract and Gaberino tract, a distance of 373.91 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE North 89°25’55” West, departing the common line of said 7.4168 acre tract and Gaberino tract, across said 7.4168 acre tract, a distance of 298.51 feet to a 5/8” iron rod with cap stamped “KHA” to be set for corner;

THENCE North 00°34’05” East, continuing across said 7.4168 acre tract, a distance of 375.00 feet to a 5/8” iron rod with cap stamped “KHA” to be set for corner, said point being on the common line of said 7.4168 acre tract and Amendolia tract;

THENCE South 89°13’25” East, along the common line of said 7.4168 acre tract and Amendolia tract, a distance of 300.00 feet to the POINT OF BEGINNING and containing 2.572 acres (112,058 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 35

BEING a tract of land out of the Genefacio Herrera Abstract No. 2027, City of Fort Worth, Tarrant County, Texas, being part of a called 12.75 acre tract of land described in Warranty Deed to Chesapeake Land Company, L.L.C., recorded in Instrument No. D207368725, Official Public Records, Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found in the east right-of-way line of Crowley Road (F.M. 731, a variable width public right-of-way) at the southernmost end of a circular right-of-way corner clip at the intersection of said east right-of-way line and the south right-of-way line of West Everman Parkway (a variable width public right-of-way); said point also being at the beginning of a curve to the right having a radius of 90.00 feet, a central angle of 93°21’52”, a chord bearing and distance of North 46°29’02” East, 130.97 feet;

THENCE with said south right-of-way line, the following courses and distances:

In a northeasterly direction, with said curve, an arc distance of 146.66 feet to a 1/2” iron rod found at the beginning of a non-tangent curve to the right having a radius of 1047.26 feet, a central angle of 09°45’25”, a chord bearing and distance of South 81°57’16” East, 178.13 feet;

In a southeasterly direction, with said curve, an arc distance of 178.34 feet to a “X” cut in concrete set for corner;

South 77°04’33” East, a distance of 42.25 feet to a “X” cut in concrete set for corner at the beginning of a non-tangent curve to the right having a radius of 862.10 feet, a central angle of 05°12’17”, a chord bearing and distance of South 74°01’19” East, 78.29 feet;

In a southeasterly direction, with said curve, an arc distance of 78.31 feet to a “X” cut in concrete set for corner;

THENCE departing said south right-of-way line, South 00°53’24” East, a distance of 253.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 89°06’36” West, a distance of 390.00 feet to a 5/8” iron rod with “KHA” cap set for corner in said east right-of-way line of Crowley Road; said point being at the beginning of a non-tangent curve to the left having a radius of 610.00 feet, a central angle of 02°18’09”, a chord bearing and distance of North 00°34’34” East, 24.51 feet;

THENCE with said east right-of-way line, the following courses and distances:

In a northeasterly direction, with said curve, an arc distance of 24.51 feet to a 5/8” iron rod with “KHA” cap set for corner;

North 00°34’31” West, a distance of 200.280 feet to the POINT OF BEGINNING and containing 2.598 acres or 113,180 square feet of land.

SITE 36

BEING a tract of land situated in the Hiram Blackwell Survey, Abstract No. 149, and being a portion of Tract A, Block 9, First Installment of Stoneridge Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the plat recorded in Volume 388-50, Page 61 of the Plat Records of Tarrant County, Texas, said tract being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for the northeast corner of said Tract A, same being on the south right-of-way line of West Arkansas Lane (a called 80’ wide right-of-way);

THENCE South 00°01’36” East, leaving the south right-of-way line of said West Arkansas Lane and along the east line of said Tract A, a distance of 228.46 feet to a 5/8-inch iron rod with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE South 00° 01’ 36” East, continuing along the east line of said Tract A, a distance of 591.00 feet to a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for the southeast corner of said Tract A;

THENCE, along the southerly line of said Tract A, the following courses and distances to wit:

—South 89° 57’ 46” West, a distance of 45.34 feet to a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for corner, and being at the beginning of a curve to the right;

—Northwesterly, along said curve to the right, through a central angle of 18°36’00”, having a radius of 312.99 feet, and a chord bearing and distance of North 80°44’14” West,101.16 feet, an arc length of 101.61 feet to a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for corner;

—North 71° 26’ 14” West, a distance of 261.47 feet, to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE North 00° 01’ 36” West, leaving the south line of said Tract A, and across said Tract A, a distance of 491.33 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE North 89° 58’ 24” East, continuing across said Tract A, a distance of 393.00 feet to the POINT OF BEGINNING and containing 4.990 acres (217, 353 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025965 in the Real Property Records of Tarrant County, Texas.

SITE 37

BEING a tract of land out of the Isham Wallace Survey, Abstract No. 1677, City of Hurst, Tarrant County, Texas, being part of a called 10.110 acre tract of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., recorded in Instrument No. D207368724, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod found for the northeast corner of said 10.110 acre tract, same being on the west right-of-way line of Arthur Drive (a called 50’ wide right-of-way);

THENCE in a southerly direction, with the east line of said 10.110 acre tract and the west right-of-way line of said Arthur Drive, the following courses and distances to wit:

South 00°50’40” East, a distance of 75.71 feet to a 5/8” iron rod with “KHA” cap set for the beginning of a tangent curve to the right;

Along the arc of said curve to the right, through a central angle of 07°34’11”, having a radius of 548.70 feet, a chord bearing and distance of South 02°56’26” west, 72.44 feet and an arc length of 72.49 feet to a 5/8” iron rod found for the point of reverse curvature of a curve to the left;

Along the arc of said curve to the left, through a central angle of 07°34’11”, having a radius of 598.70 feet, a chord bearing and distance of South 02°56’26” west, 79.04 feet and an arc length of 79.10 feet to a 5/8” iron rod with “KHA” cap set for the end of said curve, from said point, a found 1” iron rod bears South 12°12’59” West, 0.57 feet;

South 00°50’40” East, a distance of 250.99 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE departing the east line of said 10.110 acre tract and the west right-of-way line of said Arthur Drive, North 89°58’44” West, a distance of 358.05 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 00°00’25” East, a distance of 443.52 feet to a 5/8” iron rod with “KHA” cap set for a corner on the north line of said 10.110 acre tract;

THENCE with the north line of said 10.110 acre tract, North 84°34’20” East, a distance of 362.58 feet to the POINT OF BEGINNING and containing 3.781 acres or 164,722 square feet of land.

The bearings for this survey are based a bearing of North 84°34’20” East, for the north line of said Chesapeake Land Company, L.L.C. tract.

SITE 38

BEING a tract of land out of the William Maska Survey, Abstract No. 1041, City of Arlington, Tarrant County, Texas, being part of a called 10.11 acre tract of land described in Deed to Chesapeake Exploration, L.L.C. recorded in Instrument No. D208079920, Official Public Records of Tarrant County, Texas, said tract also being all of Lot A-2R, Block 1, Lots A-2R and A-3, Block 1, Olympia Park, an addition to the City of Arlington, Texas according to the plat recorded in Clerk’s Document No. D210021294, Plat Records of Tarrant County, Texas and being more particularly described as follows:

COMMENCING at a 1/2” iron rod found for the most northerly, northwest corner of Lot A-3, Block 1 of said Olympia Park, same being in the south right-of-way line of Arkansas Lane (an 80-foot wide public right-of-way);

THENCE with the north line of said Lot A-3 and the south right-of-way line of said Arkansas Lane, South 89°02’41” East, a distance of 120.00 feet to a corner;

THENCE departing the north line of said Lot A-3 and the south right-of-way line of said Arkansas Lane, South 00°02’49” West, a distance of 79.06 feet to a 5/8” iron rod with “KHA” cap set for the northwest corner of aforesaid Lot A-2R, same also being the POINT OF BEGINNING;

THENCE with the north line of said Lot A-2R, South 89°57’11” East, a distance of 250.00 feet to a 5/8” iron rod with “KHA” cap set for the northeast corner of said Lot A-2R;

THENCE with the east line of said Lot A-2R, South 00°02’49” West, a distance of 385.00 feet to a 5/8” iron rod with “KHA” cap set for the southeast corner of said Lot A-2R;

THENCE with the south line of said Lot A-2R, North 89°57’11” West, a distance of 250.00 feet to a 5/8” iron rod with “KHA” cap set for the southwest corner of said Lot A-2R;

THENCE with the west line of said Lot A-2R, North 00°02’49” East, a distance of 385.00 feet to the POINT OF BEGINNING and containing 2.210 acres or 96,250 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 39

BEING a tract of land situated in the William J. Hayman Survey, Abstract Number 642, City of Arlington, Tarrant County, Texas, and being a portion of a called 16.37 acre tract described in Special Warranty Deed to Chesapeake Land Company, L.L.C., recorded in County Clerk’s Instrument No. D207376127 of the Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the southeast corner of said 16.37 acre tract, same being the southwest corner of Lot 10 of W. Hayman Addition, an Addition to the City of Arlington, Texas, according to the Map or Plat thereof recorded in Cabinet A, Slide 4054 of the Plat Records of Tarrant County, Texas;

THENCE North 00°23’56” West, along the common line of said 16.37 acre tract and Lot 10, a distance of 294.46 feet to a point for corner;

THENCE South 89°36’04” West, departing the common line of said 16.37 acre tract and Lot 10, across said 16.37 acre tract, a distance of 21.24 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE continuing across said 16.37 acre tract, the following courses and distances to wit:

—South 89°54’21” West, a distance of 448.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—North 01°08’39” East, a distance of 334.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—North 89°38’09” East, a distance of 439.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—South 00°23’56” East, a distance of 336.00 feet to the POINT OF BEGINNING and containing 3.410 acres (148,550 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025967 in the Real Property Records of Tarrant County, Texas.

SITE 40

BEING a tract of land situated in the Thomas J. Hanks Survey, Abstract No. 644, City of Mansfield, Tarrant County, Texas, and being all of Lot 2, Block 1 of the Final Plat of Lots 1R, 2 and 3, Block 1, Mansfield Industrial Park, an addition to the City of Mansfield, as recorded in Instrument No. D209256733 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), same being part of a called 13.95 acre tract of land described in Deed to Chesapeake Land Company, L.L.C,, as recorded in Instrument Number D2070391139, of the Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8-inch “Dunaway Assoc. L.P.” capped iron rod found for the east corner of said Lot 2 and said 13.95 acre tract, same being on the southwest line of Lot 1-R-1, Block 1 of the Replat, Lots 1-R-1 & 1-R-2, Block 1, Stratoflex Addition, an addition to the City of Mansfield, as recorded in Cabinet A, Slide 10361, P.R.T.C.T, said corner also being the north corner of a tract of land described in Quitclaim Deed to Percy L. Cook and Bethany Watson, as recorded in Instrument Number D206213641, of the Official Public Records of Tarrant County, Texas;

THENCE South 59° 04’ 37” West, departing the southwesterly line of said Block 1 of Replat, Lots 1-R-1 & 1-R-2, Block 1, Stratoflex Addition and along the common line between the southeast line of said Lot 2, Block 1, Mansfield Industrial Park and the northwest line of said Percy L. Cook and Bethany Watson tract and along the southeast line of said 13.95 acre tract, a distance of 329.00 feet to a 5/8-inch iron rod with “KHA” cap set for a south corner of said Lot 2, Block 1;

THENCE North 27° 51’ 41” West, departing said common line and along a southwest line of said Lot 2, and the northeast line of Lot 3 in said Block 1, a distance of 355.68 feet to a 5/8-inch iron rod with “KHA” cap set for the north corner of said Lot 3, Block 1;

THENCE in a southwesterly direction, along the most northerly, southeast line of said Lot 2 and the northwest line of said Lot 3, the following:

South 60°12’16” West, a distance of 218.81 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

South 48°40’03” west, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

South 60°12’16” West, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for the most westerly common corner of said Lots 2 and 3, same being on the northeast right-of-way line of Fifth Avenue (a 60’ wide right-of-way);

THENCE North 29°47’44” West, along the southwest line of said Lot 2 and the northeast right-of-way line of said Fifth Avenue, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for the west corner of said Lot 2, same being the south corner of Lot 1R, Block 1 of said Mansfield Industrial Park;

THENCE in a northeasterly direction, departing the northeast right-of-way line of said Fifth Street and along the common line of said Lots 1R and 2, the following:

North 60°12’16” East, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

North 71°44’29” East, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

North 60°12’16” East, a distance of 535.82 feet to a 5/8-inch iron rod with “KHA” cap set for the north corner of said Lot 2, same being on the southwest line of Lot 1-R-2, Block 1of aforesaid Stratoflex Addition;

THENCE South 29° 46’ 58” East, along the common line between the southwest line of said Block 1 of the Replat, Lots 1-R-1 & 1-R-2, Block 1, Stratoflex Addition and the northeast line of said Lot 2, Block 1, a distance of 379.00 feet to the POINT OF BEGINNING and containing 3.083 acres (134,277 square feet) of land, more or less.

SITE 41

BEING a tract of land situated in the Ellis Littlepage Survey Abstract No. 971 in the City of Fort Worth, Tarrant County, Texas, and being a portion of a called 10.62 acre tract of land conveyed to Chesapeake Exploration, LLC, as evidenced by the Deed recorded under Document No. D208079920 of the Deed Records of Tarrant County, Texas (D.T.R.C.T.), same being a portion of Block 1 of Dabney Addition, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-196, Page 86 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more fully described as follows:

COMMENCING at a 5/8-inch iron rod found for the southeast corner of said Block 1, same being the southeast corner of said10.62 acre tract, said corner also being on the curving north right-of-way line of Sycamore School Road (a called 120’ wide right-of-way), said curve being a non-tangent curve to the left;

THENCE in a westerly direction, along the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road and along the arc of said curve to the left, through a central angle of 05°40’54”, having a radius of 2515.53 feet, a chord bearing of South 86°07’52” West, a chord distance of 249.35 feet and an arc length of 249.45 feet to a 5/8-inch iron rod set with a cap stamped “KHA” for the POINT OF BEGINNING;

THENCE in a westerly direction, continuing along the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road and continuing along the arc of said curve to the left, through a central angle of 07°36’59”, having a radius of 2515.53 feet, a chord bearing of South 79°28’56” West, a chord distance of 334.15 feet and an arc length of 334.40 feet to a 5/8-inch iron rod set with a cap stamped “KHA” for the point of tangency of said curve;

THENCE South 75°40’ 26” West, continuing along the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road, a distance of 49.98 feet to a 5/8-inch iron rod set with a cap stamped “KHA” for a corner

THENCE North 10°13’53” West, leaving the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road, a distance of 453.71 feet to a 5/8-inch iron rod set with cap stamped “KHA” on the north line of said Block 1 and the north line of said 10.62 acre tract, same also being on the south line of Southridge Addition, according to the plat recorded in Volume 388-110, Pages 08 and 09, of the Plat Records of Tarrant County, Texas;

THENCE North 79°46’07” East, along the north line of said Block 1, the north line of said 10.62 acre tract and south line of said Southridge Addition, a distance of 384.00 feet to a 5/8-inch iron rod set with cap stamped “KHA” for corner;

THENCE South 10°13’53” East, leaving the north line of said Block 1, the north line of said 10.62 acre tract and the south line of said Southridge Addition, a distance of 448.47 feet to the POINT OF BEGINNING and containing 3.935 acres or 171,427 square feet of land, more or less.

SITE 42

BEING a tract of land situated in the I.& G.N. R.R. Co. Survey, Abstract Number 831, City of Burleson, Tarrant County, Texas, and being a portion of Lot 2, Block B, Alsbury Meadows, Phase III, an addition to the City of Burleson, Texas, recorded in Cabinet B, Slide 1246, Plat Records of Tarrant County, Texas, and also being a portion of a called Tract II, conveyed to Fort Worth Land, L.L.C., as evidenced in a General Warranty Deed recorded under Instrument Number D207400327 of the Official Public Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at a 3/8 inch found iron rod, the east corner of said Lot 2 and being in the northwesterly line of that certain tract of land described in the Special Warranty Deed to MDK Burleson, LP, executed May 9, 2006, recorded in Volume 8119, Page 1857, said Deed Records;

THENCE, South 59°04’36” West, along the common line of said Lot 2 and said MDK Burleson tract, a distance of 199.64 feet to a 5/8 inch set iron rod with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE, South 59°04’36” West, along the common line of said Lot 2 and said MDK Burleson tract, a distance of 294.36 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, North 30°29’33” West, leaving the common line of said Lot 2 and said MDK Burleson tract, a distance of 260.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, North 59°04’36” East, a distance of 291.90 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, South 30°29’04” East, a distance of 260.00 feet to the POINT OF BEGINNING and containing 1.751 acres or 76,536 square feet of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025982 in the Real Property Records of Tarrant County, Texas.

SITE 43

BEING a tract of land out of the J.W. Henderson Abstract No. 376, City of Burleson, Johnson County, Texas, being part of a called 45.83 acre tract of land described in Special Warranty Deed to North Texas Acquisition, L.L.C., recorded in Instrument No. 07-049804, Official Public Records of Johnson County, Texas and being more particularly described as follows:

COMMENCING at a 1/2” iron rod found in the southerly terminus of Warren Street (an 80-foot wide public right-of-way); said point being the northernmost northwest corner of said North Texas Acquisition, L.L.C. tract and being a northeast corner of a tract of land described in deed to MKP Associates, Inc. recorded in Volume 3800, Page 737, Official Public Records of Johnson County, Texas;

THENCE with the north line of said North Texas Acquisition, L.L.C. tract, South 88°15’35” East, a distance of 404.77 feet to a point in the west line of Missouri, Kansas and Texas Railroad (a 100-foot wide private right-of-way), from which a 5/8” iron rod found bears South 08°46’ East, a distance of 0.4 feet;

THENCE with said west right-of-way line, South 05°43’36” East, a distance of 1343.14 feet to a point;

THENCE departing said west right-of-way line, North 88°56’35” West, a distance of 121.00 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE South 01°03’25” West, a distance of 324.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 88°56’35” West, a distance of 475.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 01°03’25” East, a distance of 324.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 88°56’35” East, a distance of 475.00 feet to the POINT OF BEGINNING and containing 3.533 acres or 153,900 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. 201000003432 in the Real Property Records of Johnson County, Texas.

SITE 44

BEING a tract of land situated in the J.M. Robinson Survey, Abstract No. 1346, Haltom City, Tarrant County, Texas, and being part of Lots 4 and 5, Block J, of Fossil Ridge Addition, an Addition to Haltom City, Texas, according to the plat recorded in Cabinet A, Slide 4822, of the Plat Records of Tarrant County, Texas, same being part of a called 38.427 acre tract of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., as recorded in Instrument No. D207416231, and being more particularly described as follows;

BEGINNING at a 1/2-inch iron rod found at the common northerly corner of said Lots 4 and 5, Block J, of Fossil Ridge Addition, same being on the southerly right of way line of Fossil Ridge Circle, a called 60-foot right of way, and also being at the beginning of a curve to the left, through a central angle of 12°43’13”, a radius of 830.00 feet and a chord bearing and distance of North 84°06’11” East, 183.89 feet;

THENCE along said curve to the left and also along the southerly right of way line of said Fossil Ridge Circle, an arc length of 184.27 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE South 14°12’59” West, departing the southerly right of way line of said Fossil Ridge Circle, a distance of 731.55 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 75°47’01” West, a distance of 370.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 14°12’59” East, a distance of 644.52 feet to a 5/8-inch iron rod with “KHA” cap set for corner on the southerly right of way line of said Fossil Ridge Circle same being at the beginning of a curve to the left, through a central angle of 13°45’12”, a radius of 830.00 feet and a chord bearing and distance of South 82°39’37” East, 198.76 feet;

THENCE along said curve to the left and also along the southerly right of way line of said Fossil Ridge Circle, an arc length of 199.23 feet to the POINT OF BEGINNING and containing 5.716 acres (248,970 sq. ft.) of land, more or less.

SITE 46

BEING a tract of land situated in the Elizabeth MC Anear Survey Abstract No. 1005 in the City of Mansfield, Tarrant County, Texas, and being all of a called 4.304 acre tract of land conveyed to Fort Worth Land, LLC, as evidenced in a General Warranty Deed recorded in Document No. D207442934 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod set with cap stamped “KHA” for the south corner of said 4.304 acre tract, same being on the northwesterly line of Lot 1, Block 1 of Heritage Business Park, an Addition to the City of Mansfield, Texas, according to the Map or Plat thereof recorded in Volume 388-205, Page 66 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), said iron rod also being on the occupied southeasterly right of way line of Mitchell Road, from said iron rod, a found 3/8-inch iron rod bears South 16°09’24” East, 6.96 feet and a found 5/8-inch capped iron rod bears South 35°05’48” West, 36.30 feet;

THENCE North 30°41’41” West (called North 30°18’40” West), departing the northwesterly line of said Lot 1, Block 1 and the occupied southeasterly right of way line of said Mitchell Road, along the southwesterly line of said 4.304 acre tract and the approximate centerline of a 20’ wide asphalt road known as said Mitchell Road (a variable width right of way, no record found), a distance of 620.90 feet (called 612.61 feet) to a PK nail set in said asphalt road for the west corner of said 4.304 acre tract, said nail also being on the southerly line of a 100’ wide tract of land described in the deed to the Fort Worth and New Orleans Railroad Company (now known as the Southern Pacific Railroad), recorded in Volume 45, Page 95, D.R.T.C.T.;

THENCE South 75°05’42” East (called South 75°18’25” East), departing said Mitchell Road, along the northerly line of said 4.304 acre tract and the southerly line of said 100’ wide railroad right of way, a distance of 861.22 feet (called 865.54 feet) to a 5/8-inch iron rod set with cap stamped “KHA” for the easterly corner of said 4.304 acre tract, same being the most northerly corner of aforesaid Lot 1, Block 1;

THENCE South 58°46’25” West (called South 59°38’41” West), departing the southerly line of said 100’ wide railroad right of way, along the southeasterly line of said 4.304 acre tract and the northwesterly line of said Lot 1, Block 1, a distance of 602.59 feet (called 612.05 feet) to the POINT OF BEGINNING and containing 4.294 acres or 187,067 square feet of land, more or less.

SITE 47

BEING a tract of land out of the James W. Henderson Survey Abstract No. 376, City of Burleson, Johnson County, Texas, being part of a called 14.460 acre tract of land described in Special Warranty Deed to Tarrant FW Properties, L.L.C., recorded in Volume 4250, Page 506, Official Public Records of Johnson County, Texas and being more particularly described as follows:

COMMENCING at a 5/8” iron rod with cap found in the northwest line of Lot 6, Block 24, The Gardens, an addition to the City of Burleson Texas according to the plat recorded in Volume 1, Page 281, Plat Records of Johnson County, Texas; said point being the southernmost corner of said Tarrant FW Properties, L.L.C. tract and the southeast corner of a tract of land described in deed to J.B. Stevens Company, Inc. recorded in Volume 436, Page 251, Deed Records of Johnson County, Texas;

THENCE North 45°14’44” West, with the southwest line of said Tarrant FW Properties, L.L.C. tract, a distance of 377.79 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE North 45°14’44” West, continuing with the southwest line of said Tarrant FW Properties, L.L.C. tract, a distance of 0.92 feet to a 5/8” iron rod with “KHA” cap set for corner

THENCE departing said south line, North 31°31’56” East, a distance of 446.22 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 45°22’00” West, a distance of 12.06 feet to a 5/8” iron rod with cap found for corner on the northwesterly line of said Tarrant FW Properties, L.L.C. tract;

THENCE with the northwesterly line of said Tarrant FW Properties, L.L.C. tract, North 44°36’17” East, a distance of 82.99 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE departing said northwesterly line, South 58°28’04” East, a distance of 357.82 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 31°33’21” West, a distance of 530.15 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 58°26’39” West, a distance of 363.73 feet to the POINT OF BEGINNING and containing 4.443 acres or 193,545 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. 201000003586 in the Real Property Records of Johnson County, Texas.

SITE 49

BEING a tract of land situated in the H. D. Thompson Survey, Abstract Number 1507, Tarrant County, Texas, and being a portion of Lot 36 and Lot 37, H. D. Thompson Addition, an addition to the City of Arlington, Texas, recorded in Cabinet A, Slide 6239, Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being a portion of a tract of land conveyed to Chesapeake Land Company, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D207454291 and a portion of a called 1.707 acre tract of land conveyed to Fort Worth Land, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208021742, both of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch iron rod found for the southwest corner of said Lot 36, same being on the east line of Champlin West Addition, an addition to the City of Arlington, Texas, recorded in Volume 388-52, Page 71, P.R.T.C.T., said iron rod also being on the north right of way line of West Division Street (a called 110’ wide right of way);

THENCE North 00°00’25” East, departing the north right of way line of said West Division Street, along the west line of said Lot 36 and along the east line of said Champlin West Addition, a distance of 336.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 89°20’55” East, departing the west line of said Lot 36 and the east line of said Champlin West Addition, passing the common line of said Lots 36 and 37, continuing for a total distance of 245.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 00°00’25” West, a distance of 336.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the south line of said Lot 37, same being the north right of way line of aforesaid West Division Street;

THENCE South 89°20’55” West, along the north right of way line of said West Division Street, along the south line of said Lot 37, passing a 5/8 inch found iron rod with yellow cap “KSC” for the south common corner of said Lots 37 and 36, at a distance of 44.98 feet, continuing along the south line of said Lot 36, for a total distance of 245.00 feet to the POINT OF BEGINNING and containing 1.890 acres (82,320 square feet) of land, more or less.

SITE 50

BEING a tract of land out of the Nathan McDow Survey Abstract No. 597, City of Cleburne, Johnson County, Texas, being all of Lot 2R, Block 1, Ensign-Bickford Addition, an addition to the City of Cleburne, Texas according to the plat recorded in Slide D, Volume 10, Page 162, Plat Records of Johnson County, Texas and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found for the southwest corner of said Lot 2R;

THENCE with the west line of said Lot 2R, Block 1, North 01°38’11” East, a distance of 227.49 feet to a 5/8” iron rod with “KHA” cap set for the northwest corner of said Lot 2R;

THENCE departing said west line and continuing along the west line of said Lot 2R, Block 1, North 30°47’06” East, a distance of 211.00 feet to a 5/8” iron rod with “KHA” cap set for the north corner of said Lot 2R;

THENCE with the northeast line of said Lot 2R, South 54°15’51” East, a distance of 448.00 feet to a 5/8” iron rod with “KHA” cap set for the east corner of said Lot 2R;

THENCE with the southeast line of said Lot 2R, South 50°50’09” West, a distance of 245.79 feet to a 5/8” iron rod with “KHA” cap set for the southeast corner of said Lot 2R;

THENCE with the south line of said Lot 2R, North 88°21’49” West, a distance of 287.68 feet to the POINT OF BEGINNING and containing 2.849 acres or 124,077 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. 201000003433 in the Real Property Records of Johnson County, Texas.

SITE 51

BEING a tract of land situated in the M. Brinson Survey, Abstract Number 153, located in Tarrant County, Texas, being portion of a 2.53 acre tract of land described in Special Warranty Deed to Chesapeake Land Company, LLC, recorded in County Clerk’s Document Number D208003804, Deed Records Tarrant County, Texas, (D.R.T.C.T.), and also being a portion of a 2.5957 acre tract of land described in Special Warranty Deed to CHK Louisiana, LLC, recorded in County Clerk’s Document Number D208456748, Deed Records Tarrant County, Texas, (D.R.T.C.T.), said tract being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found in the north right-of-way line of T & P Railroad (150 foot right-of-way) for the southeast corner of said Chesapeake tract and the southwest corner of a tract of land described in Warranty Deed to Don Albanesi recorded in Volume 9986, Page 2220, D.R.T.C.T.;

THENCE South 83° 41’ 32” West, along said north right-of-way line and along said south line of said Chesapeake tract, passing at a distance of 187.45 feet, the south common corner of said Chesapeake tract and sais CHK Louisiana tract, continuing along the south line of said CHK Louisiana for a total distance of 236.91 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE North 00° 14’ 00” East, leaving said north right-of-way line and the south of said CHK Louisiana tract, a distance of 334.50 feet to an “X” cut set for corner;

THENCE South 89° 46’ 00” East, a distance of 235.37 feet to a 5/8-inch iron rod with cap stamped “KHA” set in the east line of said Chesapeake tract;

THENCE South 00° 14’ 00” West, along said east line, a distance of 307.52 feet to the POINT OF BEGINNING and containing 1.735 acres (75,555 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 52

BEING a tract of land situated in the H. G. Catlett Survey No. 16, A-178, City of Burleson, Johnson County, Texas, and being a part of a called 18.90 acres of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., as recorded in Volume 4264, Page 648, of the Deed Records of Johnson County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at a concrete monument (leaning) found for the most easterly, northeast corner of said 18.90 acre tract, same being the east corner of a visibility clip at the intersection of the south line of a Public Access Easement, Utility Easement & Drainage Easement, known as Mockingbird, as recorded in Volume 8, Page 678, Plat Records, Johnson County, Texas and the northwesterly right-of-way line of State Highway 174 (Wilshire Boulevard, a variable width public right of way);

THENCE South 34°43’47” West, along the southeasterly line of said 18.90 acre tract and the northwesterly right of way line of said State Highway No. 174, a distance of 425.90 feet to a concrete monument found for a corner at the beginning of a curve to the left, having a central angle of 03°15’04”, a radius of 5809.65 feet and a chord bearing and distance of South 33°06’15” West, 329.61 feet;

THENCE along said curve to the left and also along the northwesterly right of way line of said State Highway No. 174, an arc length of 329.66 feet;

THENCE North 56°16’41” West, departing the northwest right-of-way line of said State Highway 174, a distance of 60.07 feet to a 5/8” iron rod with cap stamped “KHA” set for corner, same being the POINT OF BEGINNING;

THENCE South 33°43’19” West, a distance of 385.00 feet to a 5/8” iron rod with cap stamped “KHA” set for corner;

THENCE North 56°16’41” West, a distance of 250.00 feet to a 5/8” iron rod with cap stamped “KHA” set for corner;

THENCE North 33°43’19” East, a distance of 385.00 feet to a 5/8” iron rod with cap stamped “KHA” set for corner;

THENCE South 56°16’41” East, a distance of 250.00 feet to the POINT OF BEGINNING and containing 2.210 acres (96,250 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. 201000003434 in the Real Property Records of Johnson County, Texas.

SITE 53

BEING a tract of land situated in the J. Balch Survey Abstract No. 82, in the City of Fort Worth, Tarrant County, Texas, and being a portion of a tract of land conveyed to Chesapeake Land Development Company, L.L.C., as evidenced by a Correction General Warranty Deed recorded in Instrument No. D209086194 the Deed Records of Tarrant County, Texas (D.R.T.C.T.), same being all of Lot 1R1 of Holman Subdivision, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Cabinet A, Slide 8951 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at an “X” cut set for the southwest corner of said Lot 1R1, same being the intersection of the east right-of-way line of Stark Street (a called 50’ wide right-of-way) with the north right-of-way line of Craig Street (a called 60’ wide right-of-way), from said corner, a found 1/2-inch iron rod bears North 76°03’54” East, 3.47 feet and a found aluminum disk bears North 60°58’27” West, 1.62 feet;

THENCE NORTH, along the common line of said Lot 1R1 and Stark Street, a distance of 363.36 feet to a 1/2-inch iron rod with cap found for the northwest corner of said Lot 1R1, said point being on the south line of Lot 4-R of McElyea Subdivision, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-71, Page 496, P.R.T.C.T.;

THENCE North 89°35’55” East, departing the east right-of-way line of said Stark Street, along the common line of said Lots 1R1 and 4-R, a distance of 145.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE SOUTH, continuing along the common line of said Lots 1R1 and 4-R, a distance of 44.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE North 89°35’55” East, continuing along the common line of said Lots 1R1 and 4-R, at a distance of a called 98.00 feet, passing the southwest corner of Lot 3 of the R. G. McElyea Subdivision, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-D, Page 309, P.R.T.C.T., continuing along the common line of said Lots 1R1 and 3 for a total distance of 140.60 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the north common corner of said Lot 1R1 and Lot 2R of said Holman Subdivision;

THENCE SOUTH, departing the common line of said Lots 1R1 and 3, along the common line of said Lots 1R1 and 2R, a distance of 320.53 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the south common corner of said Lot 1R1 and Lot 2R of said Holman Subdivision, same being on the north right-of-way line of aforesaid Craig Street;

THENCE South 89°50’00” West, along the south line of said Lot 1R1 and the north right-of-way line of said Craig Street, a distance of 285.59 feet to the POINT OF BEGINNING and containing 2.244 acres (97,754 square feet) of land, more or less.

SITE 54

BEING a tract of land situated in the Heirs of Hays Covington Survey, Abstract No. 256, City of Fort Worth, Tarrant County, Texas, and being all of Lots 5, 6, 7 and 8, Block 9 of Bankhead Estates, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-A, Page 121 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), same being a portion of a tract of land conveyed to Tarrant FW Properties, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208011085 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod found for the northeast corner of said Lot 8, Block 9, same being the northwest corner of Lot 9-R, Block 9 of Bankhead Estates, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Cabinet B, Slide 1374, P.R.T.C.T., said iron rod also being on the south right of way line of Albert Avenue (a called 50’ wide public right of way);

THENCE South 00°01’28” East, departing the south right of way line of said Albert Avenue, along the east line of said Lot 8, Block 9, the west line of said Lot 9-R, Block 9 and the west line of Lot 10-R, Block 9 as depicted in said Cabinet B, Slide 1374, a distance of 379.76 feet to a 5/8-inch iron rod found for the southeast corner of said Lot 8 and the southwest corner of said Lot 10-R, same being the north common corner of Lots 16 and 17, Block 9 as depicted in said Volume 388-A, Page 121;

THENCE West, along the south line of aforesaid Lots 8, 7, 6, and 5, Block 9, the north line of Lots 17, 18 and 19, Block 9, as depicted in said Volume 388-A, Page 121 and the north line of Lot 19-R, Block 9 of Bankhead Estates, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Cabinet A, Slide 4207, P.R.T.C.T. a distance of 448.00 feet to a 5/8-inch “KHA” capped iron rod set for the south common corner of said Lot 5 and Lot 4 in said Block 9;

THENCE North 00°01’28” West, departing the north line of said Lot 19-R and along the common line of said Lots 4 and 5, a distance of 380.69 feet to a 5/8-inch “KHA” capped iron rod set for the north common corner of said Lots 4 and 5, same being on the south right of way line of aforesaid Albert Avenue;

THENCE South 89°52’52” East, along the south right of way line of said Albert Avenue and the north line of aforesaid Lots 5, 6, 7 and 8, Block 9, a distance of 448.00 feet to the POINT OF BEGINNING and containing 3.910 acres (170,340 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025984 in the Real Property Records of Tarrant County, Texas.

SITE 55

BEING a tract of land situated in the J.F. Redding Survey, Abstract Number 1302, located in Tarrant County, Texas, and being a portion of 9.811 acres tract of land described in Special Warranty Deed to KHC Land Investments, L.L.C., recorded under instrument no. D208014151 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 5/8-inch found iron rod for the southeast corner of 0.9181 acre tract of land described in Special Warranty Deed to KHC Land Investments, L.L.C., recorded under Instrument Number D208014155 of the Deed Records of Tarrant County, Texas and being at the intersection of the north right-of-way line of Randol Mill Road (120 feet wide) with the westerly line of Handley-Ederville Road (a variable width right-of-way);

THENCE South 73°28’08” West, with the north right-of-way line of Randol Mill Road as described in deed to the City of Fort Worth, recorded in Volume 9248, Page 2335 of the Deed Records of Tarrant County, Texas and the southerly line of the 0.9181 acre tract and the 9.811 acre tract, passing at a distance of 235.24 feet a 5/8-inch iron rod found with a cap stamped “ANA” for the southerly common corner of the said 0.9181 acre and 9.811 acre tracts, in all a total distance of 330.35 feet to a 5/8-inch iron rod set with a cap stamped “KHA” for the POINT OF BEGINNING;

THENCE continuing with the said north right-of-way line of Randoll Mill Road, South 73°28’08” West, a distance of 372.00 feet to a 5/8-inch iron rod set with cap stamped “KHA” for corner;

THENCE leaving the said north right-of-way line, North 15°39’31” West, a distance of 198.20 feet to a 5/8-inch iron rod set with cap stamped “KHA” for corner on the south line of a 50 feet wide Sanitary Sewer Easement to the City of Fort Worth as depicted on Fort Worth Sewer Map No. 2084-404 ;

THENCE North 71°28’43” East, along the south line of said Sanitary Sewer Easement, a distance of 369.20 feet to 5/8-inch iron rod set with cap stamped “KHA” for corner;

THENCE South 16°31’52” East, a distance of 210.99 feet to the POINT OF BEGINNING and containing 1.740 acres, or 75,787 square feet of land, more or less.

SITE 56

BEING a tract of land situated in the H. G, Catlett Survey, Abstract Number 181, Johnson County, Texas, and being a portion a called 9.496 acre tract of land described in the Deed to North Texas Acquisition, L.L.C., executed January 15, 2008, recorded in Volume 4272, Page 658, Deed Records of Johnson County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at a 5/8 inch found iron rod with yellow cap stamped “Dunaway Assoc., L.P., for the west corner of said “Tract One”, being in the northeasterly right-of-way line of said N. W. John Jones Drive, from which, an “X” cut in concrete found for the south corner of said “Tract Two”, bears South 45°19’41” East, a distance of 579.78 feet;

THENCE, North 45°21’59” West, with the northeasterly right-of-way line of said N. W. John Jones Drive, a distance of 80.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE, North 45°21’59” West, continuing with the northeasterly right-of-way line of said N. W. John Jones Drive, a distance of 377.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, North 44°38’12” East, leaving the northeasterly right-of-way line of said N. W. John Jones Drive, a distance of 300.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, South 45°21’59” East, a distance of 377.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, South 44°38’12” West, a distance of 300.00 feet to the POINT OF BEGINNING and containing 2.596 acres (113,100 square feet) of land, more or less.

SITE 57

BEING a tract of land in the W. W Wilburn Survey, Abstract No. 1639, City of Benbrook, Tarrant County, Texas, being part of a called 20.053 acre tract of land as described in deed to Tarrant FW Properties, L.L.C., recorded in County Clerk’s File No. D208017602 Deed Records of Tarrant County, Texas and being more particularly described as follows:

COMMENCING at a 1/2” iron rod found in the south right-of-way line Farm To Market Highway No. 2871 (a 160 foot wide right-of-way) said point being the northeast corner of Lot 5, Block 1 of Whitestone Ranch Phase I, an addition to the city of Benbrook as recorded in Cabinet A, Page 6732 Plat Records Of Tarrant County, Texas;

THENCE with said south right-of-way line, South 28°11’28” East, at a distance of 252.21 feet to a 5/8” iron rod with “KHA” cap set for corner and the POINT OF BEGINNING;

THENCE continuing with said south right-of-way line, South 28°11’28” East, at a distance of 365.83 feet to a 5/8” iron rod with “KHA” cap set for corner

THENCE South 53°57’09” West, leaving said south right-of-way line and across said 20.053 acre tract, a distance of 350.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 29°46’00” West, a distance of 414.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 61°50’09” East, a distance of 358.10 feet to the POINT OF BEGINNING and containing 3.157 acres or 137,519 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025985 in the Real Property Records of Tarrant County, Texas.

SITE 58

BEING a tract of land located in the J. O’Daniel Survey, Abstract No. 1186, in the City of Arlington, Tarrant County, Texas, being a portion of a called 4.631 acre tract of land conveyed to Chesapeake Exploration, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208443823, Deed Records, Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNINING at a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the northeast corner of said 4.631 acre tract, same being on the west line of a called 54.25 acre tract of land conveyed to Peyco Family, Ltd., as evidenced in a Deed recorded in Volume 10897, Page 2138, D.R.T.C.T.;

THENCE South 00°25’51” East, along the east line of said 4.631 acre tract and the west line of said 54.25 acre tract, a distance of 390.00 feet to a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the southeast corner of said 4.631 acre tract;

THENCE South 89°37’05” West, along the south line of said 4.631 acre tract, a distance of 517.45 feet to a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the southwest corner of said 4.631 acre tract;

THENCE North 00°22’55” West, along the west line of said 4.631 acre tract, a distance of 390.00 feet to a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the northwest corner of said 4.631 acre tract;

THENCE North 89°37’05” East, along the north line of said 4.631 acre tract, a distance of 517.12 feet to the POINT OF BEGINNING and containing 4.631 acres (201,742 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Partial Assignment of Access Easement Agreement recorded as Document No. D210026010 in the Real Property Records of Tarrant County, Texas.

SITE 59

BEING a tract of land situated in the J.W. Gorbett Survey, Abstract No. 608 in the City of Crowley, Tarrant County, Texas, and being a portion of a 5.000 acre tract conveyed to Chesapeake Exploration, LLC, as recorded under Document No. D207309747, Deed Records, Tarrant County, Texas, said tract being more fully described as follows:

BEGINNING at a 1/2-inch iron rod found for the north corner of said 5.000 acre tract, same being on the easterly right-of-way line of G.C. & S.F. Railroad (100 foot right-of-way) ;

THENCE South 37° 30’ 54” East, leaving said right-of-way line and along the northeast line of said 5.000 acre tract, a distance of 581.68 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the east corner of said 5.000 acre tract, same being on the northwesterly right-of-way line of Farm Road No. 731 (a variable width public right-of-way), recorded in Volume 4199, Page 164, Deed Records, Tarrant County, Texas;

THENCE South 45° 27’ 58” West, along northwesterly right-of-way line of said Farm Road No. 731and the southeast line of said 5.000 acre tract, a distance of 173.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE North 44°40’ 06” West, leaving northwesterly right-of-way line of said Farm Road No. 731 and the southeast line of said 5.000 acre tract, a distance of 405.97 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner on the westerly line of said 5.000 acre tract, same being on the easterly right-of-way line of aforesaid G.C. & S.F. Railroad right-of-way;

THENCE North 10° 30’ 04” East, along the westerly line of said 5.000 acre tract and the easterly line of said G.C. & S.F. Railroad right-of-way, a distance of 299.00 feet to the POINT OF BEGINNING and containing 2.290 acres (99,757 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 60

BEING a tract of land situated in the James W. Williams Survey, Abstract No. 1599, City of Fort Worth, Tarrant County, Texas and being a portion of Lot 17, Block 45, Candleridge Addition, an Addition to the City of Fort Worth, Texas, according to the plat thereof recorded in Volume 388-135, Page 96, Plat Records of Tarrant County, Texas (P.R.T.C.T.), same being a portion of a called 10.407 acre tract, conveyed to Chesapeake Exploration, L.L.C., as evidenced in a Deed recorded in County Clerk’s Instrument No. D208079920, of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch iron rod found for the southwest corner of said 10.407 acre tract, same being the east corner of Lot 16, Block 45 of Blocks 38-49, Candleridge, an Addition to the City of Fort Worth, Texas, according to the Plat thereof recorded in Volume 388-102, Page 6, P.R.T.C.T., same also being on the northwest right of way line of Cleburne Road (a called 60’ wide right of way), from said found 1/2-inch iron rod, a found 3/4-inch iron rod bears South 03°04’54” East, 1.22 feet;

THENCE North 34°17’09” West, departing the northwest right of way line of said Cleburne Road, along the west line of said 10.407 acre tract and along the easterly line of said Block 45, a distance of 920.23 feet to a 1/2-inch iron rod found for a west corner of said 10.407 acre tract, same being the northeast corner of Lot 2 of said Block 45, from said iron rod, a found 5/8-inch iron rod bears South 15°58’11” West, 1.25 feet;

THENCE North 19°17’16” East. continuing along the westerly line of said 10.407 acre tract and the easterly line of said Block 45, a distance of 48.25 feet to a 1/2-inch iron rod found for the northwest corner of said 10.407 acre tract, same being on the southerly line of Wedgewood Addition, an Addition to the City of Fort Worth, Texas, according to the Plat thereof recorded in Volume 388-65, Page 43, P.R.T.C.T., from said iron rod, a found 1/2-inch iron rod bears South 15°05’31” West, 1.19 feet;

THENCE in an easterly direction, along the northerly line of said 10.407 acre tract and the southerly line of said Wedgewood Addition, the following:

South 70°42’44” East, a distance of 272.60 feet to a 1/2-inch iron rod found for the point of curvature of a curve to the left;

Along the arc of said curve to the left, through a central angle of 27°38’01”, having a radius of 785.16 feet, a chord bearing of South 84°28’44” East, a chord distance of 375.02 feet and an arc length of 378.68 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 26°24’44” East, departing the northerly line of said 10.407 acre tract and the southerly line of said Wedgewood Addition, a distance of 159.20 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 88°47’40” East, a distance of 224.00 feet to a 5/8-inch iron rod found for a corner on the east line of said 10.407 acre tract;

THENCE South 01°12’20” West, along the east line of said 10.407 acre tract, a distance of 288.00 feet to a 3/4-inch iron rod found for the southeast corner of said 10.407 acre tract, same being on the curving northwest right of way line of aforesaid Cleburne Road, said curve being a non-tangent curve to the left;

THENCE in a southwesterly direction, along the southeast line of said 10.407 acre tract and the northwest right of way line of said Cleburne Road, the following:

Along the arc of said curve to the left, through a central angle of 16°29’46”, having a radius of 790.00 feet, a chord bearing of South 63°47’52” West, a chord distance of 226.67 feet and an arc length of 227.45 feet to a 1/2-inch iron rod found for the end of said curve;

South 55°55’06” West, a distance of 257.74 feet to the POINT OF BEGINNING and containing 8.500 acres (370,273 square feet) of land, more or less.

SITE 61

BEING a tract of land situated in the J. Brannon Survey, Abstract Number 156, located in the City of Grand Prairie, Tarrant County, Texas, being a part of a called 6.553 acre tract of land described in deed to Chesapeake Land Company, LLC, recorded under Instrument Number D208044631 of the Deed Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found in the proposed curving westerly right-of-way line of Lakeridge Parkway (a variable width public right-of-way) for the southeasterly corner of the beforementioned 6.553 acre tract, same being the northeasterly corner of a called 1.346 acre Save & Except tract described in deed to Lake Parks Joe Poole Communities, Ltd., recorded under Instrument Number D207124813 of the Deed Records of Tarrant County, Texas;

THENCE leaving the proposed westerly right-of-way line of Lakeridge Parkway with the common line of the 6.553 acre and the 1.346 acre tracts, North 68°00’55” West, a distance of 360.35 feet to a 5/8-inch iron rod found in the southeasterly line of a 100-foot wide Texas Power & Light Company easement, recorded in Volume 2549, Page 499 of the Deed Records of Tarrant County, Texas, for the southwesterly corner of the 6.553 acre tract, same being the northwesterly corner of the 1.346 acre tract;

THENCE with the southeasterly line of the 100-foot wide Texas Power & Light Company easement and the northwesterly line of the 6.553 acre tract, North 23°59’45” East, a distance of 358.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE leaving the southeasterly line of the 100-foot wide Texas Power & Light Company easement and across the 6.553 acre tract, South 66°35’20” East, a distance of 392.34 feet to a 5/8-inch iron rod with “KHA” cap set for corner on the easterly line of said 6.553 acre tract, same being in the proposed curving westerly right-of-way line of Lakeridge Parkway and the beginning of a non-tangent curve to the left;

THENCE with the easterly line of said 6.553 acre tract and the proposed westerly right-of-way line of Lakeridge Parkway, Southwesterly, with the curve to the left, through a central angle of 16°08’04”, having a radius of 1250.00 feet, and a chord bearing and distance of South 29°15’38” West, 350.84 feet, an arc distance of 352.00 feet to the POINT OF BEGINNING and containing 2.985 acres (130,032 square feet) of land.

SITE 62

BEING a tract of land situated in the W. Gray Survey, Abstract Number 635, in the City of Fort Worth, Tarrant County, Texas, being part of Block 7 of the Fort Worth Stock Yards Company, an addition to the City of Fort Worth, Tarrant County, Texas, thereof recorded in Volume 388-A, Page 111 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), said tract being a portion of that certain tract of land described in Special Warranty Deed to North Texas Acquisition, L.L.C., recorded in County Clerk’s Instrument No. D208054486 of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a found concrete monument with a brass disk stamped “SW COR 7” for the southwest corner of Block 7 of the beforementioned Fort Worth Stock Yards Company and being the intersection of the north right-of-way line of Twenty Ninth Street (called ±58’ wide right-of-way) with the easterly right-of-way line of Commerce Street (called ±58 wide right-of-way);

THENCE North 15°18’52” West, along said easterly right-of-way line and the westerly line of said Block 7, a distance of 674.28 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner and being the POINT OF BEGINNING;

THENCE North 15°18’52” West, continuing along said easterly right-of-way line and the westerly line of said Block 7, a distance of 415.00 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner;

THENCE North 89°41’08” East, leaving the said easterly right-of-way line, a distance of 207.00 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner;

THENCE South 39°46’58” East, a distance of 519.80 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner;

THENCE South 89°44’26” West, a distance of 430.00 feet to the POINT OF BEGINNING and containing 2.932 acres (127,694 square feet) of land, more or less.

SITE 63

BEING a tract of land situated in the Isabel Flores Survey, Abstract Number 507, in the City of Fort Worth, Tarrant County, Texas, being a part of the called 31.111 tract of land described in Special Warranty Deed to Chesapeake Exploration, L.L.C., recorded under Instrument Number D208051645 of the Official Public Records of Tarrant County, Texas and being more particularly described by metes and bounds as follows:

COMMENCING at a 3/4-inch iron rod found for the southwest corner of said 31.111 acre tract, said iron rod also being on the east right of way line of West Cleburne Road;

THENCE North 00°09’55” East, along the west line of said 31.111 acre tract and the east right of way line of West Cleburne Road, a distance of 314.56 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING;

THENCE North 00°09’55” West, continuing along the west line of said 31.111 acre tract and the east right of way line of West Cleburne Road, a distance of 375.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 89°53’35” East, departing the west line of said 31.111 acre tract and the east right of way line of West Cleburne Road, a distance of 741.40 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 00°06’25” East, a distance of 375.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 89°53’35” West, a distance of 743.18 feet to the POINT OF BEGINNING and containing 6.390 acres (278,358 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Partial Assignment of Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 64

BEING a tract of land out of the Rector Collins Survey Abstract No. 351, City of Fort Worth, Tarrant County, Texas, being all of “Tract Two”, called 2.956 acres, described in Special Warranty Deed to Tarrant FW Properties, L.L.C. recorded in Instrument No. D208056121, Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set for the northeast corner of said Tract Two, same being the northwest corner of Lot 8, Block 19 of North Meadowbrook Estates, an addition to the City of Fort Worth, recorded in Volume 388-194, Page 6, Plat Records of Tarrant County, Texas, said corner also being on the south right-of-way line of Ederville Road (a 68-foot wide public right-of-way);

THENCE with the east line of said Tract Two and the west line of Block 19 of said North Meadowbrook Estates, South 00°33’33” East, a distance of 422.47 feet to a 1/2” iron rod found for the southeast corner of said Tract Two and the southwest corner of said Block 19, same being on the north line of a tract of land described as “Tract II” in deed to CSCL L.P. recorded in Instrument No. D204311921, Official Public Records of Tarrant County, Texas;

THENCE with the south line of said Tract Two and the north line of said Tract II, South 89°51’37” West, a distance of 312.77 feet to a 1/2” iron rod found for the southwest corner of said Tract Two and the northwest corner of said Tract II, same being on the east line of Block 22 of Town of Ederville, an addition to Tarrant County according to the plat recorded in Volume 388-A, Page 38, Plat Records of Tarrant County, Texas;

THENCE with the west line of said Tract Two and the east line of said Block 22, North 01°02’29” West, a distance of 93.55 feet to a 5/8” iron rod with “KHA” cap set for corner at the southeast corner of the terminus of Eder Street (a 70-foot wide public right-of-way), said point also being the northeast corner of said Block 22;

THENCE continuing with the west line of said Tract Two, along the east right-of-way line of said Eder Street and the east line of Block 15 of said Town of Ederville, North 00°57’43” West, a distance of 303.37 feet to a 5/8” iron rod with “KHA” cap set for the northwest corner of said Tract Two, same being on the south right-of-way line of aforesaid Ederville Road;

THENCE with the north line of said Tract Two and the south right-of-way line of said Ederville Road, North 85°13’33” East, a distance of 316.54 feet to the POINT OF BEGINNING and containing 2.956 acres or 128,768 square feet of land.

The bearings for this survey are based on a bearing of North 00°57’43” West, for the east terminus of Eder Street according to said Tarrant FW Properties, L.L.C. Special Warranty Deed.

SITE 65

BEING a tract of land situated in the W. W. Warnell Survey, Abstract Number 1612, City of Arlington, Tarrant County, Texas, and being a portion of a called 12.949 acre tract of land, conveyed to Tarrant FW Properties, LLC, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D208071426, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2 inch iron rod found for the northeast corner of said 12.949 acre tract, and the northwest corner of Lot 1, Hixson Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 7738, of the Plat Records of Tarrant County, Texas, said iron rod also being in the south line of that certain “called 1.055 acre tract” of land described in the Warranty Deed to Texas Utilities Electric Company, executed April 7, 1987, recorded in Volume 8903, Page 1601, said Deed Records, from which, a 1/2 inch found iron rod for the northeast corner of said Lot 1 bears North 89°53’41” East, a distance of 210.02 feet;

THENCE, South 00°23’17” East, along the common line of said 12.949 acre tract and said addition, at a distance of 454.97 feet, pass the common west corner of Lot 5, said Hixson Addition and Lot 7, W. W. Warnell Addition, an addition to the City of Fort Worth, Texas, recorded in Volume 388-198, Page 14, said Plat Records, and continuing with the common line of said 12.949 acre tract and said Warnell Addition, in all, a total distance of 495.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for a corner;

THENCE, South 89°57’14” West, departing the east line of said 12.949 acre tract and the west line of said Warnell Addition, a distance of 548.20 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for a corner on the west line of said 12.949 acre tract and the east line of a called 4.96 acre tract, conveyed to John R. Sheffield as evidenced in a Deed recorded in Volume 14556, Page 208,D.R.T.C.T.;

THENCE, North 00°28’15” West, along the west line of said 12.949 acre tract, the east line of said 4.96 acre tract and the east line of that certain tract of land described in the Warranty Deed, to William C. Rayburn, recorded in Volume 6512, Page 392, D.R.T.C.T., passing the common east corner of said Rayburn tract and that certain tract of land described in the Warranty Deed, to William P. Rayburn et ux Charlene S. Rayburn, executed May 5, 1967, recorded in Volume 6512, Page 388, D.R.T.C.T., and continuing for a total distance of 495.00 feet, to a 1/2 inch found iron rod (Controlling Monument) for the northwest corner of said 12.949 acre tract, being the southwest corner of that certain “called 0.932 acre tract” of land described in the Warranty Deed to Texas Utilities Electric Company, executed April 7, 1987, recorded in Volume 8903, Page 1601, D.R.T.C.T.;

THENCE, North 89°57’14” East, passing the common south corner of said “called 0.932 acre tract” and that certain “called 0.63 acre tract” of land (Volume 8903, Page 1601), and continuing with the common line of said 12.949 acre tract and said “called 0.63 acre” tract, passing the common south corner of said “called 0.63 acre tract” and said “called 1.055 acre tract” of land (Volume 8903, Page 1601), and continuing with the common line of said 12.949 acre tract and said “called 1.055 acre” tract a distance of 548.92 feet to the POINT OF BEGINNING and containing 6.233 acres (271,532 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025986 in the Real Property Records of Tarrant County, Texas.

SITE 66

BEING a tract of land situated in the Elizabeth Jones Survey, Abstract Number 841, City of Fort worth, Tarrant County, Texas, and part of Lot 30R, Block 9, Hollowbrook Addition, an addition to the City of Fort Worth, Texas, recorded in Cabinet A, Slide 12523, Plat Records of Tarrant County, Texas (P.R.T.C.T.), and part of that certain tract of land described in the Special Warranty Deed to Fort Worth Land, L.L.C., recorded in County Clerk’s Instrument No. D208086631, Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8 inch iron rod found for the southeast corner of said Fort Worth Land, L.L.C., tract, same being in the west line of Lot 5, being the southeast corner of said Lot 30R and the northeast corner of Lot 1-R, Block 8, Hollowbrook Addition, an addition to the City of Fort Worth, Texas, recorded in Volume 388-71, Page 500, P.R.T.C.T.;

THENCE, South 89°58’43” West, along the south line of said Fort Worth Land, L.L.C., tract, the south line of said Lot 30R and the north line of said Lot 1-R, a distance of 298.00 feet to a 5/8 inch set iron rod with cap stamped “KHA”;

THENCE, North 00°02’38” West, departing the south line of said Fort Worth Land, L.L.C., tract, the south line of said Lot 30R and the north line of said Lot 1-R, a distance of 496.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for a corner;

THENCE, North 89°35’39” East, a distance of 298.01 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for a corner on the east line of said Fort Worth Land, L.L.C., tract, the east line of said Lot 30R and the west line of a tract of land conveyed to James M. Pedigo and wife Sheila K. Pedigo as described in a Deed recorded in Volume 16324, Page 337, D.R.T.C.T.;

THENCE, South 00°02’38” East, along the east line of said Lot 30R the east line of said Fort Worth Land, L.L.C., tract, the west line of said Pedigo tract, the west line of that certain tract of land described in the Warranty Deed with Vendor’s Lien, to Judith C. Wright Williams, executed April 20, 1979, recorded in Volume 6724, Page 977, said Deed Records, the west line of that certain tract of land described in the Warranty Deed with Vendor’s Lien, to Karl B. Williams and wife Judith C. Williams, executed January 11, 1984, recorded in Volume 7729, Page 1420, said Deed Records, and the west line of Lot 5, Block 1, Welborn View Addition, an addition to the City of Fort Worth, Texas, recorded in Volume 388-87, Page 23, said Plat Records, to a 1/2 inch found iron rod in the west line of said Lot 5, being the southeast corner of said Lot 30 and the northeast corner of Lot 1-R, Block 8, Hollowbrook Addition, an addition to

the City of Fort Worth, Texas, recorded in Volume 388-71, Page 500, said Plat Records, a distance of 498.00 feet, to the POINT OF BEGINNING and containing 3.400 acres (148,106 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025987 in the Real Property Records of Tarrant County, Texas.

SITE 67

BEING a tract of land out of the S.B. Hopkins Survey, Abstract No. 671, City of Fort Worth, Tarrant County, Texas, being part of a called 5.837 acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C. recorded in Instrument No. D208090859, Official Public Records of Tarrant County, Texas, said tract also being part of Lot 2, Block 3, Frank M. Anderson Subdivision, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 1255, Page 306, Deed Records of Tarrant County, Texas and part of Block 2-R, Frank M. Anderson Subdivision, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume B, Page 1675, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set at the intersection of the west right-of-way line of Sandy Lane (a variable width public right-of-way) and the south right-of-way line of Anderson Boulevard (a 60-foot wide public right-of-way, Volume 1255, Page 306, Deed Records of Tarrant County, Texas);

THENCE with said west right-of-way line, South 38°06’35” West, a distance of 571.92 feet to a 5/8” iron rod with “KHA” cap set for corner in the north line of a tract of land described in Special Warranty Deed to Abaco Properties, Inc. recorded in Instrument No. D200029728, Official Public Records of Tarrant County, Texas;

THENCE departing said west right-of-way line and with the north line of said Abaco Properties tract and the south line of said Lot 2, Block 3, West, at a distance of 248.37 feet, passing a 1/2” iron rod with cap found at the southeast corner of said Block 2-R, continuing with the south line of said Block 2-R, in all a total distance of 338.37 feet to a 5/8” iron rod with “KHA” cap set for corner; said point being a re-entrant corner of said Block 2-R and being the northwest corner of said Abaco Properties, Inc. tract;

THENCE North, a distance of 450.00 feet to a 5/8” iron rod with “KHA” cap set in said south right-of-way line of Anderson Boulevard; said point being the northernmost northeast corner of said Block 2-R;

THENCE with said south right-of-way line, East, a distance of 691.34 feet to the POINT OF BEGINNING and containing 5.319 acres or 231,686 square feet of land.

SITE 68

BEING a tract of land situated in the B. B. B. & C. RR. Co. Survey, Abstract No. 218, in the City of White Settlement, Tarrant County, Texas and being a portion of Site 7-A and Site 7-B, Western Hills Park, Third Section, an addition to the City of White Settlement, recorded in Cabinet B, Slide 1-6 in the Plat Records of Tarrant County, Texas, and being a portion of a called 11.75 acre tract of land conveyed to Fort Worth Land, L. L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s File No. D208099301 in the Deed Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found in the east line of South Las Vegas Trail (an 80-foot right-of-way), said point being the northwest corner of said 11.75 acre tract and the northwest corner of said Site 7-A and the southwest corner of Block J of Melody Park, an addition to the City of White Settlement, recorded in Volume 388-S, Page 82, in the Plat Records of Tarrant County, Texas;

THENCE South 89°37’00” East, departing the east line of said South Las Vegas Trail, along the common line of said 11.75 acre tract and said Block J and the north line of said Sites 7-A and 7-B, passing at a distance of 265.98 feet, a 1/2-inch iron rod found for the common north corner of said Site 7-A and Site 7-B, continuing for a total distance of 477.00 feet to a 5/8-inch iron rod with “KHA” cap to be set for a corner;

THENCE South 00°23’00” West, departing the common line of said Site 7-B, said 11.75 acre tract and said Block J, a distance of 424.00 feet to a 5/8-inch iron rod with “KHA” cap to be set for a corner;

THENCE North 89°37’00” West, a distance of 465.26 feet to a 5/8-inch iron rod with “KHA” cap to be set for a corner, said point being on the westerly line of said 11.75 acre tract and the westerly line of said Site 7-A and the easterly line of said South Las Vegas Trail, and being in a non-tangent curve to the right;

THENCE northerly, along the easterly line of said South Las Vegas Trail, and along the westerly line of said 11.75 acre tract and the westerly line of said Site 7-A, with said curve to the right, through a central angle of 07°57’40”, having a radius of 1524.01 feet, and a chord bearing and distance of North 03°10’52” West, 211.58 feet, an arc length of 211.75 feet to a 1/2-inch iron rod found for corner;

THENCE North 00°45’55” East, continuing along the easterly line of said South Las Vegas Trail, and along the westerly line of said 11.75 acre tract and the westerly line of said Site 7-A, a distance of 212.83 feet to the POINT OF BEGINNING and containing 4.633 acres (201,828 square feet) of land, more or less.

SITE 69

BEING a tract of land out of the W.J. Morgan Survey Abstract No. 1092, City of Fort Worth, Tarrant County, Texas, being part of a called 12.54 acre tract of land described as “Tract 1” in Special Warranty Deed to Fort Worth Land, L.L.C., recorded in Instrument No. D208126795, Official Public Records of Tarrant County, Texas, said tract also being part of Block A, Westcliff, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 388-41, Page 34, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found in the southwest right-of-way line of Interstate Highway 20 (a variable width public right-of-way); said point being the northernmost corner of a tract of land described in deed to Southwestern Bell Telephone recorded in Volume 3826, Page 54 Deed Records of Tarrant County, Texas; said point also being the northeast corner of said Block A;

THENCE departing said southwest right-of-way line with the northwest line of said Southwestern Bell Telephone tract, South 29°13’43” West, a distance of 328.97 feet to a 5/8” iron rod with “KHA” cap set for corner; from said point, an aluminum disk found bears South 29°13’43” West, a distance of 15.23 feet; said point being the westernmost corner of said Southwestern Bell Telephone tract;

THENCE departing said northwest line, North 60°46’17” West, a distance of 471.57 feet to a “PK” nail set for corner;

THENCE North 45°16’43” East, a distance of 319.65 feet to a “X” cut in concrete set for corner in said southwest right-of-way line of Interstate Highway 20;

THENCE with said southwest right-of-way line, South 64°01’25” East, a distance of 383.82 feet to the POINT OF BEGINNING and containing 3.110 acres or 135,462 square feet of land.

SITE 70

BEING a tract of land situated in the Hamilton Bennett Survey, Abstract Number 138, located in the City of Fort Worth, Tarrant County, Texas, and being a portion of a called 53.33 net acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C., as recorded in Document Number D208132318 of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T), and also being a portion of a called 2.00 acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C., as recorded in Document Number D208132320 of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T), said tract being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch found iron rod with cap stamped “CARTER BURGESS” for the southeast corner of said 53.33 net acre tract, said corner being the intersection of the west right-of-way line of Interstate Highway 820 (variable width right-of-way) with the north right-of-way line of Trinity Boulevard (variable width right-of-way);

THENCE South 89° 51’ 37” West, along the said Trinity Boulevard right-of-way line, a distance of 202.79 feet to a point;

THENCE North 00° 08’ 23” West, leaving the said Trinity Boulevard right-of-way line, a distance of 25.81 feet to a metal fence corner post found for a corner;

THENCE North 39° 30’ 14” West, along a chain link fence, a distance of 271.24 feet to a metal fence corner post found for corner;

THENCE North 53° 40’ 05” East, along a chain link fence, a distance of 406.70 feet to a metal fence corner post found for corner;

THENCE South 32° 45’ 45” East, along a chain link fence for part of the way, a distance of 303.02 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner on the easterly line of aforesaid 53.33 net acre tract, same being on the westerly right-of-way line of aforesaid Interstate Highway 820;

THENCE in a southerly direction, along the east line of said 53.33 acre tract and the west right-of-way line of said Interstate Highway 820, the following:

South 40°45’09” West, a distance of 178.56 feet to a 3/4-inch iron rod found for a corner;

South 00°13’46” East, a distance of 85.47 feet to the POINT OF BEGINNING and containing 3.058 acres (133,220 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 71

BEING a tract of land situated in the JOHN H. LUCAS SURVEY, ABSTRACT NO. 932, City of Crowley, Tarrant County, Texas and being a portion a called 8.451 acre tract of land conveyed to Fort Worth Land, L.L.C., by Special Warranty Deed recorded in County Clerk’s Instrument No. D208135290, Deed Records, Tarrant County, Texas, said tract being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch iron rod found for the northeast corner of said 8.451 acre tract, same being on the westerly line of a 150’ wide T.E.S.Co. Easement and Right of Way as recorded in Volume 6109, Page 623 and Volume 6854, Page 261, Deed Records, Tarrant County, Texas, said iron rod also being on the south right of way line of F. M. 1187 (a variable width public right of way);

THENCE South 46°05’46” West, departing the south right of way line of said F. M. 1187, along the southeast line of said 8.451 acre tract and the westerly line of said 150’ wide T.E.S.Co. Easement and Right of Way, a distance of 690.44 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 43°54’14” West, departing the southeast line of said 8.451 acre tract and the westerly line of said 150’ wide T.E.S.Co. Easement and Right of Way, a distance of 292.70 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 46°04’49” East, a distance of 399.61 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the north line of said 8.451 acre tract and the south right of way line of aforesaid F. M. 1187;

THENCE South 88°42’35” East, along the north line of said 8.451 acre tract and the south right of way line of said F. M. 1187, a distance of 412.70 feet to the POINT OF BEGINNING and containing 3.663 acres (159,569 square feet) of land, more or less.

SITE 73

BEING a tract of land situated in the M.W. Masters Survey, Abstract Number 1048, in the City of Fort Worth, Tarrant County, Texas, same being part of a called 7.000 acre tract of land described in Special Warranty Deed to Chesapeake Exploration, LLC, as recorded in Instrument Number D209014647, of the Official Public Records, of Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 5/8-inch found iron rod found for the southwest corner of said Chesapeake Exploration tract and the southeast corner of a tract of land described in Warranty Deed to the City of Fort Worth recorded in Volume 4431, Page 180, of the Deed Records of Tarrant County, Texas, said corner being on the north right-of-way line of Randol Mill Road, a called variable width right of way;

THENCE North 00° 44’ 34” West, departing said north right-of-way line and along said common line between said Chesapeake Exploration tract and said Fort Worth tract, a distance of 288.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner, same being the POINT OF BEGINNING;

THENCE North 00° 44’ 34” West, continuing along said common line between said Chesapeake Exploration tract and said Fort Worth tract, a distance of 418.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89° 15’ 26” East, departing said common line and crossing said Chesapeake Exploration tract, a distance of 270.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 00° 04’ 47” West, continuing across said Chesapeake Exploration tract, a distance of 418.04 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 89° 15’ 26” West, continuing across said Chesapeake Exploration tract, a distance of 264.00 feet to the POINT OF BEGINNING and containing 2.562 acres (111,606 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 74

BEING a tract of land located in the E. Moore Survey, Abstract No. 1029, City of Grapevine, Tarrant County, Texas, being a part of a called 41.230 acre tract of land conveyed to North Texas Acquisition, L.L.C., as evidenced in a Special Warranty Deed, recorded under Instrument Number D208137467 of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at the northeast corner of said 41.230 acre tract, same being on the south right of way line of Coppell Road (a called 56’ wide right of way), said corner also being on the west line of a tract of land conveyed to the City of Fort Worth, Texas, as evidenced in a Deed recorded in Volume 5475, Page 301 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), form said corner, a found 5/8-inch iron rod bears North 28°38’47” West, 3.89 feet;

THENCE South 00°00’03” West, along the east line of said 41.230 acre tract, the west line of said City of Fort Worth tract and generally along aforesaid chain link fence, passing at a distance of 5.0 feet, a found 1/2-inch “AZ & B” capped iron rod, continuing for a total distance of 1,175.59 feet to a 5/8-inch “KHA” capped iron rod set a corner;

THENCE North 89°58’42” West, departing said common line, a distance of 387.28 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 00°01’18” East, a distance of 570.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 89°58’42” East, a distance of 351.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 00°01’18” East, a distance of 545.11 feet to a 5/8-inch “KHA” capped iron rod set for the point of curvature of a curve to the left;

THENCE in a northerly direction, along the arc of said curve to the left, through a central angle of 51°09’45”, having a radius of 78.00 feet, a chord bearing of North 25°33’35” West, a chord distance of

67.36 feet and an arc length of 69.65 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the north line of aforesaid 41.230 acre tract and the south right of way line of aforesaid Coppell Road;

THENCE South 89°44’04” East, along the north line of said 41.230 acre tract and the south right of way line of said Coppell Road, passing at a distance of 14.0 feet, a found 1/2-inch “AZ & B” capped iron rod, continuing for a total distance of 64.94 feet to the POINT OF BEGINNING and containing 5.579 acres (243,007 square feet) of land, more or less.

SITE 76

BEING a tract of land situated in the Hays Covington Survey, Abstract No. 256 and the S. H. McEntire Survey, Abstract No. 1006, in the City of Fort Worth, Tarrant County, Texas, and being a portion of Lot 1, Block B, Ridgeway Manor No. 1 Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet B, Slide 3380, Plat Records, Tarrant County, Texas, and being a portion of a called Tract I, conveyed to KHC Land Investments, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208149437, Official Public Records, Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 1/2-inch rebar rod found in the easterly line of Westridge Avenue (an 80-foot wide right-of-way), and being the northwest corner of said Lot 1 and the southwest corner of Block A-R, Ridgeway Manors No. 3 Inc., to the City of Fort Worth, Tarrant County, Texas, as shown on the plat recorded in Cabinet A, Slide 7061, Plat Records, Tarrant County, Texas, said iron rod also being the northwest corner of said Tract I;

THENCE South 89° 59’ 16” East, departing easterly line of said Westridge Avenue, along the north line of said Tract I, and along the common line between said Lot 1 and Block A-R, distance of 751.88 feet to a 3/4-inch rebar rod found in the west line of Bryant Irvin Road (a 60-foot wide right-of-way) for the northeast corner of said Lot 1, said Tract I and the southeast corner of Block A-R;

THENCE SOUTH, along the east line of said Lot 1, the east line of said Tract I and the west line of said Bryant Irvin Road, a distance of 667.00 feet to a 5/8-inch iron rod set with cap stamped “KHA” for corner;

THENCE North 89° 59’ 16” West, leaving the west line of said Bryant Irvin Road, the east line of said Lot 1 and the east line of said Tract I, a distance of 528.83 feet to a 5/8-inch iron rod set with cap stamped “KHA” for corner on the westerly line of said Lot 1, the westerly line of said Tract I and the easterly line of aforesaid Westridge Avenue;

THENCE North 30° 07’ 19” West, along the west line of said Lot 1, the west line of said Tract I and along the easterly line of said Westridge Avenue, a distance of 36.01 feet to a 3/4-inch iron rod found for corner, and being the beginning of a curve to the right;

THENCE northwesterly, continuing along the west line of said Lot 1, the west line of said Tract I and the easterly line of said Westridge Avenue, with said curve to the right, through a central angle 24°40’38”, having a radius of 1563.30 feet, and a chord bearing and distance of North 17°52’00” West, 668.12 feet, an arc length of 673.31 feet to the POINT OF BEGINNING and containing 10.234 acres (445,792 square feet) of land, more or less.

SITE 77

BEING a tract of land situated in the Memucan Hunt Survey, Abstract No. 763, Tarrant County, Texas, and being a portion of called 16.830 acre tract of land described in General Warranty Deed to Fort Worth Land, L.L.C., recorded in County Clerk’s Instrument No. D208151236 of the Official Public Records of Tarrant County, Texas, said tract being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8 inch iron rod with cap stamped “Dunaway Assoc. LP” found for the west corner of said 16.830 acre tract and the south corner of that certain tract of land described in the Warranty Deed to TXU Electric Delivery Company (formerly Texas Electric Service Company), executed January 22, 1979, recorded in Volume 6705, Page 407, said Deed Records, and from which a 1 inch found iron rod for the north corner of said Teeter tract bears North 45°01’51” West, a distance of 404.44 feet;

THENCE, North 45°34’18” East, along the common line of said 16.830 acre tract and said TXU tract, a distance of 430.00 feet, to a 5/8 inch iron rod with “KHA” cap set for corner;

THENCE, South 45°01’50” East, leaving said common line, a distance of 298.48 feet to a 5/8 inch iron rod with “KHA” cap set for corner;

THENCE, South 44°58’10” West, a distance of 429.98 feet to a 5/8 inch iron rod with “KHA” cap set for corner on the southwesterly line of aforesaid 16.830 acre tract;

THENCE, North 45°01’50” West, along the southwesterly line of said 16.830 acre tract, a distance of 303.00 feet to the POINT OF BEGINNING and containing 2.969 acres (129,311 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 78

BEING a tract of land out of the Henry McGehee Survey, Abstract No. 998, City of Mansfield, Tarrant County, Texas, being part of a called 16.08 acre tract of land described in Special Warranty Deed to Trinity River Real Estate, L.L.C., recorded in Instrument No. D208150598, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

COMMENCING at a point in the south right-of-way line of Debbie Lane (a variable width public right-of-way); said point being the northwest corner of Lot 1, Hunter’s Row at Walnut Creek, Section One, an addition to the City of Mansfield, Texas according to the plat recorded in Cabinet A, Page 4150, Plat Records of Tarrant County, Texas; from said point a 1/2” iron rod found bears North 57°07’ West, a distance of 0.7 feet;

THENCE departing said south right-of-way line and with the west line of said Hunter’s Row at Walnut Creek, South 30°21’36” East, a distance of 662.58 feet to a point in the west line of Lot 7, Hunter’s Row at Walnut Creek;

THENCE departing said west line, South 59°38’24” West, a distance of 200.00 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE South 59°38’24” West, a distance of 375.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 30°21’36” West, a distance of 300.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 59°38’24” East, a distance of 375.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 30°21’36” East, a distance of 300.00 feet to the POINT OF BEGINNING and containing 2.583 acres or 112,500 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025988 in the Real Property Records of Tarrant County, Texas.

SITE 80

BEING a tract of land out of the J.J. Albirado Survey, Abstract No. 4, City of Fort Worth, Tarrant County, Texas, being part of a called 49.104 acre tract of land described in Special Warranty Deed to North Texas Acquisition, L.L.C. recorded in Instrument No. D208165006, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

COMMENCING at a 1/2” iron rod with plastic cap found in the south right-of-way line of Risinger Road (a 110-foot wide public right-of-way); said point being the northeast corner of said North Texas Acquisition, L.L.C. tract and the northwest corner of a called 162.186 acre tract of land described in deed to Lewisville 7 Partners, LTD. recorded in Volume 11870, Page 1303, Deed Records of Tarrant County, Texas;

THENCE with said south right-of-way line, South 80°26’16” West, a distance of 15.00 feet to a point for corner;

THENCE departing said south right-of-way line, South 09°33’44” East, a distance of 26.04 feet to the beginning of a tangent curve to the right with a radius of 60.00 feet, a central angle of 27°12’50”, and a chord bearing and distance of South 04°02’41” West, 28.23 feet;

THENCE in a southwesterly direction, with said curve, an arc distance of 28.50 feet to a point for corner;

THENCE South 17°39’06” West, a distance of 153.81 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE North 84°37’53” East, a distance of 32.07 feet to a 5/8” iron rod with “KHA” cap set for a corner;

THENCE South 09°33’46”, East, along a line that is 60 feet west of and parallel with the common line of said 49.104 acre tract and said 162.186 acre tract, a distance of 128.88 feet to a 5/8-inch “KHA” capped iron rod set for the point of curvature of a curve to the right;

THENCE in a southerly direction, continuing along a line that is 60 feet west of and parallel with the common line of said 49.104 acre tract and said 162.186 acre tract, and along the arc of said curve to the right, through a central angle of 09°00’00”, having a radius of 2,740.00 feet, a chord bearing of South 05°03’46” East, a chord distance of 429.96 feet and an arc length of 430.40 feet to a 5/8-inch “KHA” capped iron rod set for the point of tangency of said curve;

THENCE South 00°33’46” East, continuing along a line that is 60 feet west of and parallel with the common line of said 49.104 acre tract and said 162.186 acre tract, a distance of 11.56 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 84°37’53” West, a distance of 273.23 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 05°22’07” West, a distance of 570.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 84°37’53” East, a distance of 235.00 feet to the POINT OF BEGINNING and containing 3.648 acres or 158,892 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 81

BEING a tract of land situated in the John Jennings Survey, Abstract Number 873, located in the City of Fort Worth, Tarrant County, Texas, and being part of a called 36.07 acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C., as recorded under Instrument Number D208170659 of the Deed Records of Tarrant County (D.R.T.C.T), and being more particularly described by metes and bounds as follows:

COMMENCING at a found PK nail for the southeast corner of said 36.07 acre tract, the northeast corner of a tract of land described in Special Warranty Deed to W. E. Walton, as recorded in Volume 6322, Page 991 of the Deed Records of Tarrant County (D.R.T.C.T), and also being in the west right-of-way line of the Gulf Colorado and Santa Fe Railway Company;

THENCE South 89° 29’ 33” West, leaving right-of-way line of the said Gulf Colorado and Santa Fe Railway Company and along the common line of said Walton tract and 36.07 acre tract, a distance of 34.01 feet;

THENCE North 00° 30’ 27” West, leaving the common line of said Walton tract and 36.07 acre tract, a distance of 131.84 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE North 88° 17’ 20” West, a distance of 245.95 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE North 01° 26’ 21” East, a distance of 373.89 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 88° 33’ 19” East, a distance of 246.84 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 01° 34’ 28” West, a distance of 375.03 feet to the POINT OF BEGINNING and containing 2.1181 acres (92,265 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 82

BEING a tract of land situated in the H.G. Catlett Survey, Abstract Number 182, located in Johnson County, Texas, and being part of a called 7.500 acre tract of land as described in Special Warranty Deed to North Texas Acquisition, L.L.C. recorded in Volume 4356, Page 0162, Official Public Records, Johnson County, Texas, said tract of land being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the southeast right-of-way line of County Road No. 1020 (a variable width public right-of-way); said point bears North 44°47’19” East, a distance of 23.70 feet from a 1” iron pipe found at the westernmost corner of said North Texas Acquisition, L.L.C. tract;

THENCE along said southeast right-of-way line, North 44°47’19” East, a distance of 225.00 feet to a 5/8” iron rod with “KHA” cap set for corner; said point being the westernmost corner of a tract of land described in deed to Ronald L. Fisher and Rebecca E. Fisher, recorded in Volume 1927, Page 259, Deed Records, Johnson County, Texas;

THENCE departing said southeast right-of-way line and with the southwest line of said Fisher tract, South 44°21’23” East, a distance of 420.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE departing said southwest line, South 44°47’19” West, a distance of 214.51 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 45°47’15” West, a distance of 419.97 feet to the POINT OF BEGINNING and containing 2.119 acres or 92,287 square feet of land.

SITE 83

BEING a tract of land situated in the G. W. COONROD SURVEY, ABSTRACT No. 292, in the City of Arlington, Tarrant County, Texas, and being a portion of Tract B, Block 12-R, of Parkway Central Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-96, Page 46, Plat Records, Tarrant County, Texas,(P.R.T.C.T.) and being a portion of Tract C-R, Block 12-R, of Parkway Central Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-109, Page 33, P.R.T.C.T. and being a portion of a called Tract 1 as conveyed to KHC Land Investments, L.L.C., as described in Special Warranty Deed recorded in Instrument No, D208201855, Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and a portion of a called 8.528 acre tract of land conveyed to KHC Land Investments, L.L.C., as described in Special Warranty Deed recorded in Instrument No, D2082031155, (O.P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found for the southwest corner of said 8.528 acre tract, said point being the southwest corner of said Tract C-R and the southeast corner of Tract D, Block 12-R, of Parkway Central Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-109, Page 33, P.R.T.C.T. said iron rod also being on the north right-of-way line of Washington Drive, (an 80-foot wide public right-of-way);

THENCE NORTH, departing the north right-of-way line of said Washington Drive, along the common line of said Tract C-R and Tract D and along the west line of said 8.528 acre tract, a distance of 753.21 feet to a 5/8-inch iron rod found for the northerly common corner of said Tract C-R and Tract D and the northwest corner of said 8.528 acre tract;

THENCE South 89°13’00” East, departing the common line of said Tract C-R and Tract D, along the north line of said Tract C-R and the north line of said 8.528 acre tract, a distance of 475.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE SOUTH, departing the north line of said Tract C-R, the north line of said 8.528 acre tract, across said Tract C-R, passing at a distance of 271.41 feet, a point on the common line of said Tract C-R, said 8.528 acre tract and aforesaid Tract 1 and aforesaid Tract B, Block 12-R, continuing across said Tract 1 and said Tract B for a total distance of 666.74 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner, said point being on the southerly line of said Tract 1 and said Tract B, same being on the northerly line of aforesaid Washington Drive, and being in a non-tangent curve to the right;

THENCE, southwesterly along the common line of said Tract 1 and said Tract B and said Washington Drive, passing at an arc length of 86.34 feet, the southerly common corner of said Tract 1, said Tract B, said 8.528 acre tract and said Tract C-R, through a central angle of 29°13’25”, having a radius of 624.52 feet, and a chord bearing and distance of South 75°19’31” West, 315.09 feet, a total arc length of 318.54 feet to a 1/2-inch iron rod found for corner;

THENCE South 89°57’00” West, along the common line of said Tract C-R, said 8.528 acre tract and said Washington Drive, a distance of 170.14 feet to the POINT OF BEGINNING and containing 7.994 acres (348,233 sq. ft.) of land, more or less.

SITE 84

BEING a tract of land out of the Matthew Maise Survey Abstract No. 1001, City of Arlington, Tarrant County, Texas, being part of a called 11.407 acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C., recorded in Instrument No. D208207492, Official Public Records of Tarrant County, Texas, said tract also being part of Lot 32B1BR, M. Maise Addition, an addition to the City of Arlington, Texas according to the plat recorded in Cabinet A, Page 9022, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the north line of Lot 8, Block 1, Stonebrook Park Addition, an addition to the City of Arlington, Texas according to the plat recorded in Cabinet A, Page 4905, Plat Records of Tarrant County, Texas; said point being the southwest corner of Lot 32-A, Block 1, M. Maise Addition an addition to the City of Arlington, Texas according to the plat recorded in Cabinet A, Page 5000, Plat Records of Tarrant County, Texas;

THENCE with the north line of Block 1, Stonebrook Park Addition, North 89°50’49” West, a distance of 352.46 feet to a 5/8” iron rod with “KHA” cap set for corner in the north line of Lot 20, said Block 1;

THENCE departing said north line, North 00°09’11” East, a distance of 452.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 89°50’49” East, a distance of 317.38 feet to a 5/8” iron rod with “KHA” cap set for corner on the west line of Lot 32B1BR, Block 1 of M. Maise Addition, an Addition to the City of Arlington, Texas, according to the plat recorded in Cabinet A, Page 9022, Plat Records of Tarrant County, Texas;

THENCE with the west line of said Lot 32B1BR, South 00°19’45” West, a distance of 141.45 feet to a 5/8” iron rod with “KHA” cap set for a southwest corner of said Lot 32B1BR;

THENCE with a south line of said Lot 32B1BR, South 89°49’52” East, a distance of 31.96 feet to a 5/8” iron rod with “KHA” cap set for a corner;

THENCE with a west line of said Lot 32B1BR and the west line of aforesaid Lot 32-A, Block 1, South 00°30’10” East, a distance of 310.56 feet to the POINT OF BEGINNING and containing 3.530 acres or 153,767 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 85

BEING a tract of land out of the O.D. Beall Survey, Abstract No. 208, City of Arlington, Tarrant County, Texas, being part of a called 11.08 acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C. recorded in Instrument No. D208206601, Official Public Records of Tarrant County, Texas, said tract also being a part of Lot 7, O.D. Beall Addition, an addition to the City of Arlington, Texas according to the plat recorded in Cabinet A, Slide 7804, Map Records of Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 5/8” iron rod found for the southeast corner of said Lot 7 and said 11.08 acre tract, same being on the northerly right-of-way line of Interstate Highway No. 20 (a variable width right-of-way);

THENCE departing said northerly right-of-way line, with the east line of said Lot 7 and said 11.08 acre tract, North 00°35’08” West, a distance of 292.29 feet to a corner;

THENCE departing the east line of said Lot 7 and said 11.08 acre tract, South 89°24’52” West, a distance of 217.87 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE North 84°46’13” West, a distance of 370.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 05°13’47” East, a distance of 270.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 84°46’13” East, a distance of 370.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 05°13’47” West, a distance of 270.00 feet to the POINT OF BEGINNING and containing 2.293 acres or 99,900 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 86

BEING a tract of land situated in the N. B. Breeding Survey, Abstract Number 189, located in the City of Fort Worth, Tarrant County, Texas, and being all of Lots 11, 12 and 13, a portion of Lots 4, 5, 10 and 14 and being a portion of Lakeview Court, a 50’ wide public dedicated right of way, all as dedicated in Lake View Estates, an Addition to the City of Fort Worth, Texas, according to the Plat recorded in Volume 388-34, Page 7, Plat Records, Tarrant County, Texas (P.R.T.C.T.), said tract of land also being a portion of a called 9.285 acre tract of land conveyed to North Texas Acquisition, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208224118, Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described as follows:

BEGINNING at an 8-inch hackberry tree found for the southwest corner of said Lot 12 and the southwest corner of said 9.285 acre tract, same being an inner ell corner of Block 3-R of Jinkens Heights Addition, an Addition to the City of Fort Worth, Texas according to the Plat recorded in Volume 388-31, Page 46, P.R.T.C.T.;

THENCE North 01°09’18” West, along the west line of said Lots 12, 11 and 10, the west line of said 9.285 acre tract and the east line of Lots 20 through 25, Block 3-R of said Jinkens Heights Addition, a distance of 418.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 89°43’11” East, departing the west line of said Lot 10, the west line of said 9.285 acre tract and the east line of said Jinkens Heights Addition, crossing said Lot 10, aforesaid Lake View Court and aforesaid Lot 5, a distance of 375.09 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 01°09’18” East, crossing said Lots 5, 4, Lake View Court, and aforesaid Lot 14, a distance of 404.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the south line of said Lot 14, same being on the north line of Lot 5, Block 3-R of aforesaid Jinkens Heights Addition;

THENCE South 88°08’29” West, along the south line of said Lot 14, the south line of aforesaid Lots 13 and 12 and along the north line of Lots 5 through 9, Block 3-R of said Jinkens Heights Addition, a distance of 375.00 feet to the POINT OF BEGINNING and containing 3.538 acres (154,113 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 87

BEING a tract of land located in the Thomas Akers Survey, Abstract No. 25, Haltom City, Tarrant County, Texas, and being part of a called 22.950 acre tract of land described in a Special Warranty Deed to North Texas Acquisition, LLC, as recorded in County Clerk’s Office Instrument No. D208227232 of the Deed Records of Tarrant County, Texas, and being more particularly described by metes and bounds, as follows:

BEGINNING at a 5/8” iron rod found for the southeast corner of said 22.950 acre tract and the southwest corner of Lot 7 of said Block 1, Pitts Addition, and the Southeast corner of said Gene Snow Tract recorded in Volume 9332, Page 715 of the Deed Records of Tarrant County, Texas, and being on the northwest right-of-way line of State Highway No. 121 (a called 350’ wide right-of-way);

THENCE along the southeast line of said 22.950 acre tract and the northwest right-of-way line of said State Highway No. 121 as follows:

South 72°27’00” West, a distance of 106.38 feet to a 1/2” iron rod found with cap stamped “BRITTIAN & CRAWFORD” at the beginning of a curve to the left;

Southwesterly, along said curve to the left, through a central angle of 03°36’16”, having a radius of 5,904.58 feet, and a chord bearing and distance of South 70°38’56” West, 371.41 feet, an arc length of 371.47 feet to a 5/8” iron rod set with cap stamped “KHA” for a corner;

THENCE North 00°42’40” East, departing the southeast line of said 22.950 acre tract and the northwest right-of-way line of said State Highway No. 121, a distance of 352.34 feet to a 5/8” iron rod set with cap stamped “KHA” for corner on the east line of Lot 13, Block 2, Daniel & Ragsdill Addition, Volume 388-2, Page 113, P.R.T.C.T.

THENCE North 75°21’40” East, departing the east line of said Lot 13, a distance of 225.55 feet to a 5/8” iron rod set with cap stamped “KHA” for corner on the east line of said 22.950 acre tract and the west line of Lot 11, Block 1 of aforesaid Pitts Addition;

THENCE North 78°36’29” East, a distance of 233.26 feet to a 5/8” iron rod found with cap stamped “WARD” for corner on the east line of said 22.950 acre tract and the west line of Lot 11, Block 1 of aforesaid Pitts Addition;

THENCE South 00°06’41” East, along the east line of said 22.950 acre tract and the west line of said Block 1, Pitts Addition, a distance of 300.23 feet to the POINT OF BEGINNING and containing 3.364 acres (146,518 square feet) of land, more or less.

SITE 88

BEING tract of land situated in City of Arlington, Tarrant County, Texas, said tract being a portion of Lot 57-R, Toliver Acres, an addition to the City of Arlington, Tarrant County, Texas according to the plat recorded in Volume 388-75, Page 29, of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), same being part of a called 6.654 acre tract of land described in a deed to Chesapeake Exploration, LLC, as recorded in Instrument Number D209010443, of the Official Public Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch iron rod found for the southwest corner of said Lot 57-R, and being at the intersection of the east right-of-way line of Truman Street (a called 50’ wide public right-of-way) with the south right-of-way line of East North Street (a called 50’ wide public right-of-way);

THENCE North 00°13’56” East, departing the south line of said East North Street, along the common line of said Lot 57-R and Truman Street, a distance of 299.61 feet to a 1/2-inch iron rod found for the northwest corner of said Lot 57-R, said point also being the southwest corner of Lot 54-A, of Toliver Acres Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the plat recorded in Volume 388-15, Page 595, P.R.T.C.T.;

THENCE South 89°52’56” East, departing the east line of said Truman Street, along the common line of said Lot 57-R and Lot 54-A, a distance of 217.75 feet to a 1/2-inch iron rod found for the southeast corner of said Lot 54-A, and being the southwest corner of Lot 54-B of said Toliver Acres Addition (Vol 388-15, Pg 595);

THENCE South 89°47’00” East, along the common line of said Lot 57-R and Lot 54-B, a distance of 437.68 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South 00°24’18” East, departing the common line of said Lot 57-R and Lot 54-B and generally along a chain link fence, a distance of 324.27 feet to a PK nail found in concrete for the northwest corner of Lot 58 of said Toliver Acres Addition (Vol. 388-75, Pg 29) and the northeast corner of Lot 1-R of Toliver Acres Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 1403, P.R.T.C.T., same being on the southerly line of said Lot 57-R;

THENCE, westerly and southerly, along the common line of said Lot 57-R and Lot 1-R, the following courses and distances, to wit:

—North 87°38’01” West, a distance of 110.43 feet to a 5/8-inch iron rod with cap stamped “Brittain & Crawford” found for the northern most northwest corner of said Lot 1-R;

—South 00°09’33” West, a distance of 190.32 feet to a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for the southern most southeast corner of said Lot 57-R;

—North 87°43’16” West, a distance of 106.37 feet to a 5/8-inch iron rod found for the southern most southwest corner of said Lot 57-R, and being in the east line of Lot 67 of Sol Davis Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the plat recorded in Cabinet B, Slide 501, P.R.T.C.T.;

THENCE North 00°16’12” East, along the common line of said Lot 57-R and Lot 67, a distance of 90.88 feet to a 1/2-inch iron rod found for the northeast corner of said Lot 67, and being the southeast corner of a tract of land as described in deed to Larry Lake, as recorded in Volume 14368, Page 171, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.);

THENCE North 00°02’08” West, along the common line of said Lot 57-R and Larry Lake tract, a distance of 99.84 feet to a 1-inch iron pipe found for the northeast corner of said Larry Lake tract;

THENCE North 87°51’48” West, continuing along the common line of said Lot 57-R and Larry Lake tract, a distance of 104.74 feet to a 1-inch iron pipe found for the northwest corner of said Larry Lake tract, and being the northeast corner of a tract of land as described in deed to Lakeway Properties, as recorded in Volume 11876, Page 1675, D.R.T.C.T.;

THENCE North 87°26’09” West, along the common line of said Lot 57-R and Lakeway Properties tract, a distance of 104.43 feet to a 1-inch iron pipe found for the northwest corner of said Lakeway Properties tract, and being the northeast corner of Lot 4-R of Toliver Acres Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the plat recorded in Volume 388-71, Page 825, P.R.T.C.T.;

THENCE North 87°47’34” West, along the common line of said Lot 57-R and Lot 4-R, a distance of 233.34 feet to the POINT OF BEGINNING and containing 5.169 acre (225,177 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 89

BEING a tract of land situated in the John Childress Survey, Abstract Number 249, and the William G. Matthews Survey, Abstract Number 1052, Tarrant County, Texas, and being a portion of the remainder of Block 6, Post Oak Village, an addition to the City of Fort Worth, Texas, recorded in Volume 388-145, Page 47, of the Plat Records of Tarrant County, Texas, and being a portion of an 8.347 acre tract of land described in the deed to North Texas Acquisition, L.L.C., recorded in County Clerk’s Instrument No. D208232442, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod (Controlling Monument) found for the northeast corner of said 8.347 acre tract and said Block 6, and being the intersection of the southerly right-of-way line of Trinity Boulevard (variable width right-of-way) and the westerly right-of-way line of Post Oak Boulevard (an 80-foot wide right-of-way);

THENCE South 89°59’28” West, a distance of 130.70 feet, along the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard, to a 1/2-inch iron rod found for corner, and being at the beginning of a curve to the left;

THENCE westerly, continuing along the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard and with said curve to the left, through a central angle of 03°51’49”, having a radius of 1800.00 feet, and a chord bearing and distance of South 88°03’34” West, 121.36 feet, an arc length of 121.38 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING;

THENCE departing the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard, across said 8.347 acre tract, the following courses and distances to wit:

—South 04°44’11” East, a distance of 283.00 feet to a 5/8-inch “KHA” capped iron rod set for corner;

—South 80°31’50” West, a distance of 261.00 feet to a 5/8-inch “KHA” capped iron rod set for corner;

—North 02°49’43” West, a distance of 291.00 feet to a 5/8-inch “KHA” capped iron rod set for corner on the north line of said Block 6, the north line of said 8.347 acre tract and the southerly line of said Trinity Boulevard, and being in a non-tangent curve to the right;

THENCE easterly, along the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard and with said curve to the right, through a central angle of 07°59’22”, having a radius of 1800.00 feet, and a chord bearing and distance of North 82°07’58” East, 250.80 feet, an arc length of 251.00 feet to the POINT OF BEGINNING, and containing 1.696 acres (73,887 square feet) of land, more or less.

SITE 90

BEING a tract of land situated in the J. O’ Daniel Survey, Abstract Number 1186, located in the City of Arlington, Tarrant County, Texas, and being a part of Lot 2, J. O’ Daniel Addition, an addition to the City of Arlington, as recorded in Cabinet A, Slide 5247, of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being part of a tract of land described in Special Warranty Deed to KHC Land Investments, L.L.C., a limited liability corporation, as recorded under Instrument Number D208234353 of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), said tract being more particularly described as follows:

BEGINNING at a 5/8-inch found iron rod for the northwest corner of said Lot 2, said corner also being on the south right-of-way line of Bardin Road (120 feet wide);

THENCE North 67° 19’ 28” East, along the common line between said Lot 2 and said south right-of-way line, a distance of 413.74 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 00° 26’ 58” East, leaving the south right-of-way line of Bardin Road, a distance of 525.83 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 89° 33’ 02” West, continuing along said common line, a distance of 383.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the southwest corner of said Lot 2 and the northwest corner of said Lot 3;

THENCE North 00° 26’ 58” West, along the west line of said Lot 2, a distance of 369.33 feet to the POINT OF BEGINNING and containing 3.935 acres (171,424 square feet) of land, more or less.

SITE 91

BEING a tract of land situated in the George Akers Survey, Abstract Number 30, in the City of Haltom City, Tarrant County, Texas, and being a portion of a called 7.997 acre tract of land conveyed to Fort Worth Land, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208238480 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 3/8-inch iron rod found for the southeast corner of said 7.997 acre tract and the southwest corner of a called Tract 1, conveyed to the City of North Richland Hills, Texas, as evidenced in a Deed recorded in Volume 3922, Page 0621, D.R.T.C.T., same being on the north line of a tract of land conveyed to TCS 2004, LLC, as evidenced in a Deed recorded in County Clerk’s Instrument No. D206158483, D.R.T.C.T., from said corner, a found 1-inch iron rod in an east-west fence line bears South 00°07’48” East, 8.97 feet;

THENCE South 88°45’10” West, along the south line of said 7.997 acre tract and the north line of said TCS 2004, LLC tract, a distance of 493.75 feet to a corner;

THENCE North 01°14’50” West, departing the south line of said 7.997 acre tract and the north line of said TCS 2004, LLC tract, a distance of 102.03 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING of the herein described tract;

THENCE North 24°17’13” West, a distance of 265.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 65°42’47” East, a distance of 375.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 24°17’13” East, a distance of 265.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 65°42’47” West, a distance of 375.00 feet to the POINT OF BEGINNING and containing 2.281 acres (99,375 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025989 in the Real Property Records of Tarrant County, Texas.

SITE 92

BEING a tract of land situated in the WILLIAM STEPHENS SURVEY, Abstract No. 1429 and the RACHEL MEDLIN SURVEY, Abstract No. 1044, in the City of Arlington, Tarrant County, Texas, and being a portion of a called 5.69 net acre tract described in a Special Warranty Deed to North Texas Acquisition, L.L.C., recorded in County Clerk’s Instrument No. D208249458 of the Deed Records Tarrant County, Texas, (D.R.T.C.T.), also being a portion of Lot 33-R-1D1 of the WILLIAM STEPHENS ADDITION, an addition to the City of Arlington as recorded in Cabinet A, Slide 7772 of the Plat Records of Tarrant County, Texas, (P.R.T.C.T.) and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod found for the southeast corner of said 5.69 net acre tract, same being in the north right-of-way line of S.W. GREEN OAKS BOULEVARD (120-foot wide public right-of-way ), said point being the southeast corner of Lot 33-R-1D3 of said WILLIAM STEPHENS ADDITION;

THENCE NORTH, departing the north right-of-way line of said S.W. GREEN OAKS BOULEVARD, along the east line of said 5.69 net acre tract, the east line of said Lot 33-R-1D3, passing at 78.57 feet the northeast corner of said Lot 33-R-1D3 and the southeast corner of aforesaid Lot 33-R-1D1, continuing for a total distance of 211.72 feet to a 5/8-inch iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE WEST, leaving the east line of said 5.69 net acre tract, the east line of said Lot 33-R-1D1, passing at a distance of 191.46 a 5/8-inch iron rod at the northeast corner of Lot 33-R-1D2 of said WILLIAM STEPHENS ADDITION, for a total distance of 467.19 feet to an “X” found for corner at the northwest corner of said Lot 33-R-1D2, and the most southerly, southwest corner of said 5.69 net acre tract, same being the southeast corner of Lot 33-R-1 of WILLIAM STEPHENS ADDITION, an addition to the City of Arlington as recorded in Volume 388-197, Page 45, P.R.T.C.T.;

THENCE North 00°04’37” West, along the easterly common line of said Lot 33-R-1 and Lot 33-R-1D1, a distance of 133.33 feet to a 1/2-inch iron rod found at the northeast corner of said Lot 33-R-1;

THENCE North 89°55’27” East, across said Lot 33-R-1D1, a distance of 65.37 feet to an “X” set for corner;

THENCE NORTH, continuing across said Lot 33-R-1D1, a distance of 235.38 feet to a 5/8-inch iron rod with “KHA” cap to be set for corner, said point being on the common line of said Lot 33-R-1D1 and Lot

33-R-1C of the WILLIAM STEPHENS ADDITION, an addition to the City of Arlington as recorded in Cabinet A, Slide 2605, P.R.T.C.T., same being on the north line of aforesaid 5.69 net acre tract;

THENCE EAST, along the north line of said 5.69 net acre tract, and along the common line of said Lot 33-R-1D1 and Lot 33-R-1C, a distance of 402.00 feet to a 1/2-inch iron rod found for corner, said point being the northeast corner of said Lot 33-R-1D1 and said 5.69 net acre tract;

THENCE SOUTH, departing the common line of said Lot 33-R-1D1 and Lot 33-R-1C, along the east line of said Lot 33-R-1D1 and the east line of said 5.69 net acre tract, a distance of 368.79 feet to the POINT OF BEGINNING and containing 3.603 acres (156,961 sq. ft.) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025990 in the Real Property Records of Tarrant County, Texas.

SITE 93

BEING a tract of land situated in the G.W. Main Survey, Abstract Number 1099, City of Arlington, Tarrant County, Texas, and being a portion of Lot C of G.W. MAIN ADDITION, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-102, Page 49 of the Plat Records of Tarrant County, Texas, same being all of a called 2.877 acre tract of land described in a Special Warranty Deed to Trinity River Real Estate, L.L.C., recorded under Instrument Number D208258053 of the Deed Records of Tarrant County, Texas, (D.R.T.C.T.), and being all of a called 2.469 acre tract of land described in a Special Warranty Deed to Trinity River Real Estate, L.L.C., recorded under Instrument Number D208258054, D.R.T.C.T., and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the southwest corner of said 2.469 acre tract and the southeast corner of Lot 4 of the James T. Turner Addition, an addition to the City of Arlington, as recorded in Volume 388-101, Page 50 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being on the north line of Block 1 of Oak Branch Estates Addition, an addition to the City of Arlington, as recorded in Volume 388-124, Page 36, P.R.T.C.T.;

THENCE in a northerly direction, along the east line of said Lot 4 and the west line of said 2.469 acre tract, the following:

North 16°55’01” West, a distance of 137.00 feet to a 1/2-inch iron rod found for a corner;

North 62°54’01” West, a distance of 57.00 feet to a 1/2-inch iron rod found for a corner;

North 48°46’01” West, a distance of 147.50 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for a corner;

North 22°47’01” West, a distance of 84.30 feet to a 5/8-inch iron rod found for the northwest corner of said 2.469 acre tract, same being on the curving southerly right of way line of Pleasant Ridge Road (a variable width right of way) as described in a Right of Way Easement recorded in Volume 7422, Page 710, D.R.T.C.T., said curve being a non-tangent curve to the left;

THENCE in an easterly direction, along the northerly line of said 2.469 acre tract and along the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 710 and along the arc of said curve to the left, through a central angle of 12°32’04”, having a radius of 1045.00 feet, a chord bearing of North 77°52’35” East, a chord distance of 228.16 feet and an arc length of 228.61 feet to the east corner of said Volume 7422, Page 710;

THENCE North 88°14’34” East, continuing along the northerly line of said 2.469 acre tract and the occupied southerly right of way line of said Pleasant Ridge Road, a distance of 10.14 feet to a corner;

THENCE North 58°40’34” East, continuing along the northerly line of said 2.469 acre tract and the occupied southerly right of way line of said Pleasant Ridge Road, a distance of 14.15 feet to the west corner of Pleasant Ridge Road (a variable width right of way) as described in a Right of Way Easement recorded in Volume 7422, Page 697, D.R.T.C.T., same being the point of curvature of a non-tangent curve to the left;

THENCE in an easterly direction, along the northerly line of said 2.469 acre tract, the northerly line of aforesaid 2.877 acre tract, the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 697 and the southerly right of way line of Pleasant Ridge Road as described in a Right of Way Easement recorded in Volume 7422, Page 707, D.R.T.C.T., and along the arc of said curve to the left, through a central angle of 08°05’27”, having a radius of 1045.00 feet, a chord bearing of North 66°16’30” East, a chord distance of 147.44 feet and an arc length of 147.57 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the end of said curve;

THENCE North 62°13’46” East, continuing along the northerly line of said 2.877 acre tract and the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 707, a distance of 210.39 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the point of curvature of a curve to the right;

THENCE in an easterly direction, continuing along the northerly line of said 2.877 acre tract and the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 707 and along the arc of said curve to the right, through a central angle of 04°00’54”, having a radius of 1000.00 feet, a chord bearing of North 64°14’13” East, a chord distance of 70.06 feet and an arc length of 70.07 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the northeast corner of said 2.877 acre tract, same being on the east line of Lot C of aforesaid G. W. Main Addition;

THENCE South 01°46’26” East, departing the southerly right of way line of said Pleasant Ridge Road, along the east line of said 2.877 acre tract and the east line of said Lot C, a distance of 572.64 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the southeast corner of said 2.877 acre tract and the southeast corner of said Lot C;

THENCE South 89°34’59” West, along the south line of said Lot C, the south line of said 2.877 acre tract and the south line of aforesaid 2.469 acre tract, a distance of 413.09 feet to the POINT OF BEGINNING and containing 5.347 acres (232,869 square feet) of land, more less.

SITE 94

BEING a tract of land out of the Thomas McCanne Survey Abstract No. 1033, City of Fort Worth, Tarrant County, Texas, being part of a called 10.42 acre tract of land described as “Tract 1” and a called 2.200 acre tract of land described as “Tract 2” in Special Warranty Deed to Fort Worth Land, L.L.C., recorded in Instrument No. D208263998, Official Public Records of Tarrant County, Texas, said tract also being part of Lot 15 and Lot 16, Block 1, Santa Fe Industrial Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Cabinet A, Page 3747, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the west line of said Fort Worth Land, L.L.C. tract; from said point A 1/2” iron rod found in the north right-of-way line of West Seminary Drive (an 80-foot wide right-of-way) bears South 00°11’35” West, a distance of 206.16 feet; said point being the southwest corner of said Fort Worth Land L.L.C. tract;

THENCE North 00°11’35” East, a distance of 411.19 feet to a 5/8” iron rod with “KHA” cap set for corner in the south line of a Railroad Easement and Right-of-Way described as “Tract E” recorded in Volume 5268, Page 831, Deed Records of Tarrant County, Texas; said point being the beginning of a non-tangent curve to the right having a radius of 387.85 feet, a central angle of 09°26’03”, a chord bearing and distance of South 76°01’05” East, 63.79 feet; from said point, a 1/2” iron rod found bears North 89°47’ East, a distance of 0.3 feet;

THENCE with the south line of said Railroad Easement and Right-of-Way the following courses and distances:

In a southeasterly direction with said curve, an arc distance of 63.86 feet to a 1/2” iron rod found at the beginning of a non-tangent curve to the left having a radius of 407.85 feet, a central angle of 18°36’12”, a chord bearing and distance of South 80°27’21” East, 131.84 feet;

In a southeasterly direction, with said curve, an arc distance of 132.42 feet to a 5/8” iron rod with “KHA” cap set for corner in the east line of said Lot 16 and the east line of said Tract 2;

North 00°11’35” East, a distance of 41.30 feet to a 5/8” iron rod with “KHA” cap set for corner;

South 89°46’00” East, a distance of 127.96 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE departing said south right-of-way line, South 00°11’35” West, a distance of 416.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 89°46’00” West, a distance of 320.00 feet to the POINT OF BEGINNING and containing 2.937 acres or 127,951 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210025991 in the Real Property Records of Tarrant County, Texas.

SITE 95

BEING a tract of land situated in the P. Pate Survey, Abstract Number 1202, in the City of Fort Worth, Tarrant County, Texas, being a portion of Lot B-R-1, Block 1, RIDGMAR PLAZA, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-106, Page 17 of the Plat Records of Tarrant County, Texas, being a portion of a tract of land described in Deed to Fort Worth Land, L.L.C., recorded under Instrument Number D208266010 of the Official Records of Tarrant County, Texas and being more particularly described by metes and bounds as follows:

BEGINNING at a 3/4-inch iron rod found for the intersection of the south right-of-way line of Plaza Parkway (a called108-foot wide public right-of-way) and the east right-of-way line of Ridgmar Boulevard (a called 80-foot wide public right-of-way) and the northwest corner of Lot B-R-1, Block 1;

THENCE with the south right-of-way line of Plaza Parkway, the following courses and distances to wit:

—North 74°45’45” East, a distance of 8.00 feet to a 3/4-inch iron rod found for the beginning of a curve to the right;

—Easterly, with said curve to the right, through a central angle of 14°24’40”, having a radius of 937.48 feet, and a chord bearing and distance of North 81°58’05” East, 235.18 feet, an arc length of 235.80 feet to a 5/8-inch iron rod found for corner;

—North 89°10’25” East, a distance of 362.20 feet to a 3/4-inch iron rod found for the intersection of the south right-of-way line of Plaza Parkway and the west right-of-way line of Ridgmar Plaza (a called 144-foot wide public right-of-way) for the beginning of a non-tangent curve to the right;

THENCE with said curve to the right, through a central angle of 01°06’53”, having a radius of 5834.79 feet, and a chord bearing and distance of South 06°12’34” East, 113.53 feet, an arc length of 113.53 feet to a 5/8-inch iron rod with plastic “KHA” cap set for corner;

THENCE leaving the west right-of-way line of Ridgmar Plaza and crossing said Lot B-R-1, Block 1, the following courses and distances to wit:

—South 89°10’25” West, a distance of 86.42 feet to a PK nail set for corner;

—South 00°49’35” East, a distance of 15.00 feet to a PK nail set for corner;

—South 89°10’25” West, a distance of 115.76 feet to a PK nail set for corner

—South 00°47’53” East, a distance of 122.00 feet to a 3/4-inch iron rod for the northeast corner of Lot A-R, Block 1 of said RIDGMAR PLAZA;

THENCE South 89°11’33” West, with the common line of Lot B-R-1 and Lot A-R, Block 1, a distance of 324.10 feet to a 1-inch iron rod found in the east right-of-way line of Ridgmar Boulevard;

THENCE North 22°46’15” West, with the east right-of-way line of Ridgmar Boulevard, a distance of 201.14 feet to a 3/4-inch iron rod found for the beginning of a curve to the right;

THENCE with said curve to the right, through a central angle of 1°20’50”, having a radius of 1454.34 feet, and a chord bearing and distance of North 22°05’50” West, 34.20 feet, an arc length of 34.20 feet to the POINT OF BEGINNING and containing 2.637 acres, (114,885 square feet) of land, more or less.

SITE 96

BEING a tract of land situated in the J. M. Henderson Survey, Abstract Number 696, City of Arlington, Tarrant County, Texas, and being a portion of Lot 57-R1 of LOTS 56-R1 and 57-R1, J.M. HENDERSON ADDITION, an addition to the City of Arlington, Tarrant County, Texas, according to the amended plat thereof recorded in Cabinet A, Slide 8716 of the Plat Records of Tarrant County, Texas, same being a portion of a called 6.383 acre tract of land described in deed to Chesapeake Land Company, LLC, recorded in Instrument Number D208278087, of the Official Public Records, Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 5/8-inch iron rod with cap stamped “Dunaway Assoc, L.P.” found for the southeast corner of said 6.383 acre tract, same being at the intersection of the south line of said Lot 57-R1 and the northwesterly right-of-way line of North Center Street (a 60-foot wide public right-of-way);

THENCE South 89°06’17” West, departing the northwesterly right-of-way line of said North Center Street, along the south line of said 6.383 acre tract and the south line of said Lot 57-R1, a distance of 302.21 feet to a 2” x 2” wrought iron fence post for corner;

THENCE South 89°12’45” West, continuing along the south line of said 6.383 acre tract and the south line of said Lot 57-R1, a distance of 16.18 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for the POINT OF BEGINNING;

THENCE South 89°12’45” West, continuing along the south line of said 6.383 acre tract and the south line of said Lot 57-R1, a distance of 26.09 feet to a point for corner, from said point, a found 1/2-inch iron rod bears North 24°45’24” West, a distance of 0.25 feet;

THENCE South 89°30’01” West, continuing along the south line of said 6.383 acre tract and the south line of said Lot 57-R1, a distance of 420.91 feet to a 1/2-inch iron rod found for the southwest corner of said 6.383 acre tract and the southwest corner of said Lot 57-R1;

THENCE North 00°35’44” West, along the west line of said 6.383 acre tract and the west line of said Lot 57-R1, a distance of 338.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE North 89°59’40” East, departing the west line of said 6.383 acre tract and the west line of said Lot 57-R1, across said Lot 57-R1, a distance of 452.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE South 00°15’30” West, continuing across said Lot 57-R1, a distance of 334.00 feet to the POINT OF BEGINNING, and containing 3.468 acres (151,054 square feet), of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 97

BEING a tract of land out of the E. S. Harris Survey, Abstract No. 688, City of Fort Worth, Tarrant County, Texas, being all of a called 2.707 acre tract of land described in Special Warranty Deed to Trinity River Real Estate, L.L.C. recorded in Instrument No. D208283648, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a1/2” iron rod found in the east right-of-way line of Old University Drive (a variable width public right-of-way); said point being the southwest corner of Lot 1, Block 1, River Plaza Complex, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 388-99, Page 2, Plat Records of Tarrant County, Texas;

THENCE departing said east right-of-way line and with the south line of said lot 1, South 57°53’14” East, a distance of 280.97 feet to a PK nail set for corner; from said point a “X” cut in concrete found at the southernmost southeast corner of said Lot 1 and the northwest corner of Lot 2 of said Block 1 bears South 57°53’14” East, a distance of 57.00 feet;

THENCE departing said south line, South 03°25’05” West, a distance of 164.41 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 86°47’18” West, a distance of 279.41 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 56°34’42” West, a distance of 62.87 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 15°03’35” West, a distance of 37.44 feet to a 5/8” iron rod with “KHA” cap set for corner in said east right-of-way line of Old University Drive; from said point, a 1/2” iron rod found at the southwest corner of said Trinity River Real Estate, L.L.C. tract bears South 26°27’31” West, a distance of 101.10 feet;

THENCE with said east right-of-way line, North 26°27’31” East, a distance of 253.61 feet to the POINT OF BEGINNING and containing 1.700 acres or 74,040 square feet of land.

SITE 98

BEING a tract of land situated in the B.B.B. & C.R.R. Survey, Abstract Number 89, Johnson County, Texas, and being all of Lot 1, Block A of Ensign-Bickford North Addition, an Addition to the City of Cleburne, Texas, according to the Map or Plat thereof recorded in Slide D, Volume 10, Page 165, of the Plat Records of Johnson County, Texas, and being a portion of a called 48.75 acre tract as described in a Special Warranty Deed to Fort Worth Land, LLC, recorded in Volume 4260, Page 774, of the Deed Records of Johnson County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “KHA” set for the southeast corner of said Lot 1, Block A, same being on the north line of Supreme Addition, an Addition to the City of Cleburne, Texas, according to the Map or Plat thereof recorded in Volume 7, Page 54 of the Plat Records of Johnson County, Texas, said corner also being a south common corner of said Lot 1 and Lot 2, Block A of said Ensign-Bickford North Addition;

THENCE South 89°27’09” West, along the south line of said Lot 1 and the north line of said Supreme Addition, a distance of 335.26 feet to a 1/2-inch iron rod found for a southwest corner of said Lot 1 and the northwest corner of said Supreme Addition, same being on the northeast right-of-way line of County Road 1022 (Pipeline Road) a called 60’ wide right-of-way;

THENCE North 43°47’51” West, along the southwest line of said Lot 1 and the northeast right-of-way line of said County Road 1022 (Pipeline Road), a distance of 277.07 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for the west corner of said Lot 1, same being a south common corner of said Lot 1 and aforesaid Lot 2, Block A;

THENCE North 28°28’07” East, departing the northeast right-of-way line of said County Road 1022 (Pipeline Road) and along the common line of said Lots 1 and 2, a distance of 348.19 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for the northwest corner of said Lot 1;

THENCE South 63°16’01” East, continuing along the common line of said Lots 1 and 2, a distance of 401.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for the northeast corner of said Lots 1 and 2;

THENCE South 00°30’56” East, continuing along the common line of said Lots 1 and 2, a distance of 322.50 feet to the POINT OF BEGINNING and containing 4.323 acres (188,302 square feet) of land, more or less.

SITE 99

BEING a tract of land out of the N.B. Breeding Survey Abstract No. 189, City of Fort Worth, Tarrant County, Texas, being part of a called 39.12 acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C. recorded in Instrument No. D208294744, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the north line of said Fort Worth Land, L.L.C. tract; from said point, the northwest corner of said Fort Worth Land L.L.C. tract bears South 88°54’09” West, a distance of 526.44 feet;

THENCE with said north line, North 88°54’09” East, a distance of 370.74 feet to a 5/8” iron rod with cap found for corner at the southernmost southwest corner of a tract of land described in Warranty Deed to Bennie G. Boone recorded in Volume 4591, Page 52, Deed Records of Tarrant County, Texas;

THENCE with a south line of said Boone tract, South 89°55’50” East, a distance of 78.98 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South, a distance of 487.31 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE West, a distance of 449.66 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North, a distance of 480.30 feet the POINT OF BEGINNING and containing 5.001 acres or 217,846 square feet of land.

Bearing system based on a bearing of South 00°08’10” West, for the east line of said Fort Worth Land, L.L.C. tract.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210026001 in the Real Property Records of Tarrant County, Texas.

SITE 100

BEING a tract of land situated in the John Davis Survey, Abstract No. 418, in the City of Fort Worth, Tarrant County, Texas, and being a portion of Block 2, A.H. Fish Addition, an addition to the City of Fort Worth, recorded in Volume 388-L, Page 60, in the Plat Records of Tarrant County, Texas, and being a portion of a tract of land conveyed to Fort Worth Land, L. L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s File No. D208293962 in the Deed Records of Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod found for the northeast corner of said Block 2, same being on the westerly right-of-way line of Mitchell Boulevard (a 100’ wide right-of-way);

THENCE South 28°00’00” East, along the easterly line of said Block 2 and the westerly right-of-way line of said Mitchell Boulevard, a distance of 141.67 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE South 28°00’00” East, continuing along the easterly line of said Block 2 and the westerly right-of-way line of said Mitchell Boulevard, a distance of 14.26 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South 00°22’11” East, departing the easterly line of said Block 2 and the westerly right-of-way line of said Mitchell Boulevard, a distance of 362.36 feet to a PK nail set for a corner;

THENCE South 89°37’49” West, a distance of 250.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 00°22’11” West, a distance of 375.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 89°37’49” East, a distance of 243.38 feet to the POINT OF BEGINNING and containing 2.151 acres (93,708 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210026002 in the Real Property Records of Tarrant County, Texas.

SITE 101

BEING a tract of land situated in the S. P. Loving Survey, Abstract Number 943, City of Fort Worth, Tarrant County, Texas, being a portion of Lot A, Block 1 of JIM ELLIS INDUSTRIAL ADDITION, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-F, Page 397 of the Plat Records of Tarrant County, Texas, same being a portion of the 3.999 acre tract of land described in Deed to Fort Worth Land, L.L.C., recorded under Instrument Number D208294158 of the Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with “SURVCON INC.” cap found at the intersection of the north right-of-way line of East Dewitt Drive (a 50-foot wide public right-of-way) and the east right-of-way line of Yuma Street (a 60-foot wide public right-of-way) for the southwest corner of said Lot A, Block 1 and the beginning of a curve to the right, same being the southwest corner of said 3.999 acre tract;

THENCE with said east right-of-way line of Yuma Street, the west line of said Lot A and the west line of said 3.999 acre tract and along said curve to the right, through a central angle of 02°03’27”, having a radius of 2260.40 feet, and a chord bearing and distance of North 01°34’16” West, 81.17 feet, an arc length of 81.17 feet to a 5/8-inch iron rod with plastic “SURVCON INC.” cap found for corner;

THENCE North 00°32’33” West, continuing with the east right-of-way line of Yuma Street, the west line of said Lot A and the west line of said 3.999 acre tract, a distance of 229.03 feet to a 5/8-inch iron rod with plastic “KHA” cap for corner;

THENCE North 89°27’27” East, leaving the east right-of-way line of Yuma Street, the west line of said Lot A and the west line of said 3.999 acre tract, a distance of 314.92 feet to a 5/8-inch iron rod with plastic “KHA” cap set for corner;

THENCE South 00°32’33” East, a distance of 377.00 feet to a 5/8-inch iron rod with plastic “KHA” cap set for corner in the north right-of-way line of East Dewitt Drive, same being on the south line of said Lot A and the south line of said 3.999 acre tract;

THENCE North 78°30’33” West, with the north right-of-way line of East Dewitt Drive, the south line of said Lot A and the south line of said 3.999 acre tract, a distance of 320.51 feet to the POINT OF BEGINNING and containing 2.482 acres (108,117 square feet) of land, more or less.

SITE 102

BEING a tract of land situated in the P. Caldwell Survey, Abstract Number 364, located in the City of Arlington, Tarrant County, Texas, being a part of Lot 2R1, Block CR, Pioneer Village, an addition to the City of Arlington, according to the plat recorded in Cabinet A, Slide 3812, Plat Records of Tarrant County (P.R.T.C.T.), Texas and being a portion of a called 20.629 acre tract of land as described in a Special Warranty Deed to North Texas Acquisition, L.L.C., recorded under Instrument Number D208306504, Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 5/8-inch found iron rod with yellow cap stamped “RPLS 1890” for the most westerly southwest corner of said Lot 2R1, Block CR, Pioneer Village, the northwest corner of Lot 1R1, Block B, Pioneer Village, an addition to the City of Arlington, according to the plat recorded in Cabinet A, Slide 3285, Plat Records of Tarrant County, Texas, being in the east line of Block E, Forum Village Addition, an addition to the City of Arlington, according to the plat recorded in Volume 388-108, Page 44, Plat Records of Tarrant County, Texas, same being the most westerly, southwest corner of said 20.629 acre tract;

THENCE North 00° 06’ 14” West, along the east line of Blocks E & C of said Forum Village Addition, the west line of said Lot 2R1, Block CR, Pioneer Village and the west line of said 20.629 acre tract, a distance of 400.36 feet to a 5/8-inch iron rod set with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE North 00° 06’ 14” West, continuing along the east line of Block C of said Forum Village Addition, the west line of said Lot 2R1, Block CR, Pioneer Village and the west line of said 20.629 acre tract, a distance of 400.00 feet to a 5/8-inch iron rod set with cap stamped “KHA” for corner;

THENCE North 89° 53’ 46” East, departing the east line of Block C of said Forum Village Addition, the west line of said Lot 2R1, Block CR, Pioneer Village and the west line of said 20.629 acre tract, a distance of 400.00 feet to a 5/8-inch iron rod set with cap stamped “KHA” for corner;

THENCE South 00° 06’ 14” East, a distance of 400.00 feet to a 5/8-inch iron rod set with cap stamped “KHA” for corner;

THENCE South 89° 53’ 46” West, a distance of 400.00 feet to the POINT OF BEGINNING and containing 3.673 acres (160,000 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 103

BEING a tract of land situated in the Thomas Perkins Survey, Abstract Number 1218, Tarrant County, Texas, being a portion of Lot 13, Thomas Perkins Addition, an addition to the City of Arlington, Texas, recorded in Cabinet A, Slide 6101, a portion of Lots 5 and 6, Block 1, Pounds Addition, an addition to the City of Arlington, Texas, recorded in Volume 388-15, Page 635, and a portion of Tract 2-K-A, of the Thomas Perkins Survey, an addition to the City of Arlington, Texas, recorded in Volume 388-47. Page 185, all of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being a portion of a called 7.993 acre tract of land conveyed to Trinity River Real Estate, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208306507 of the Deed Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at an “X” cut found for the southwest corner of said 7.993 acre tract, same being the southwest corner of Tract 2-K-B of said Thomas Perkins Survey, same being on the east right-of-way line of Perkins Road (a called 70’ wide right-of-way);

THENCE North 00°17’46” East, along the west line of said 7.993 acre tract, the west line of said Tracts 2-K-B and 2-K-A and along the east right-of-way line of said Perkins Road, a distance of 221.09 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING of the herein described tract;

THENCE North 00°17’46” East, continuing along the west line of said 7.993 acre tract, west line of said Tract 2-K-A and said right-of-way line, a distance of 69.19 feet to 5/8 inch found iron rod with a yellow cap stamped “Dunaway Assoc, L.P.” for the northwest corner of said Tract 2-K-A;

THENCE South 89°28’46” West, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road, a distance of 1.19 feet to a P.K. Nail found in a fence post for a corner;

THENCE North 01°57’26” West, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road, a distance of 24.36 feet, to a 5/8 inch found iron rod with a yellow cap stamped “Dunaway Assoc, L.P.” for the beginning of a non-tangent curve to the right having a radius of 300.00 feet and a chord bearing North 14°23’20” East, a distance of 136.73 feet;

THENCE in a northerly direction, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road and with said non-tangent curve to the right, through a central

angle of 26°20’38”, an arc distance of 137.94 feet, to an “X” cut found in concrete for the end of said curve, from which a found “X” in concrete bears South 28°51’31” West, a distance of 1.34 feet;

THENCE North 31°20’52” East, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road, a distance of 148.58 feet to a 5/8 inch iron rod set with cap stamped “KHA” for a corner;

THENCE North 89°13’54” East, departing the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road a distance of 308.00 feet to a 100 D nail found for a northeast corner of said 7.993 acre tract, same being the common east corner of aforesaid Lot 13 and said Lot 3, said iron rod being in the west line of Block 1, Water Crest Addition, an addition to the City of Arlington, Texas, recorded in Cabinet A, Slide 932 P.R.T.C.T.;

THENCE South 00°44’41” East, along the east line of said 7.993 acre tract, the east line of said Lot 13 and the west line of Block 1 of said Water Crest Addition, passing at a distance of 131.44 feet, to a 5/8 inch found iron rod for the southeast corner of said Lot 13, a southwest corner of said Block1 and the northwest corner of that certain tract of land described in the General Warranty Deed to Stewart D. Greenlee and wife Deborah L. Greenlee, recorded in Volume 11154, Page 1344, D.R.T.C.T.;

THENCE South 00°45’56” East, continuing along the east line of said 7.993 acre tract and the west line of said Greenlee tract for part of the way and continuing along the extension of the said common line, for a total distance of 219.91 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 89°13’53” West, a distance of 422.26 feet to the POINT OF BEGINNING and containing 3.153 acres (138,988 square feet) of land, more or less.

SITE 104

BEING a tract of land situated in the Joseph Lawrence Survey, Abstract Number 616, located in Ellis County, Texas, and being part of a called 8.500 acre tract of land described in deed to Johnson County Acquisitions, L.L.C., as recorded in County Clerk’s No. 0820626, of the Deed Records of Ellis County, Texas, and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod found on the westerly right of way line of Farm to Market Road No. 661, a variable width public right of way, same being the common easterly corner between the beforementioned 8.500 acre tract of land and a tract of land described in deed to Elizabeth Shawver Cramer, as recorded in Volume 848, Page 955, of the Deed Records of Ellis County, Texas;

THENCE South 88°24’56” West, departing the westerly right of way line of said Farm to Market Road No. 661, along the northerly line of said 8.500 acre tract of land, a distance of 10.00 feet to a 5/8-inch iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE South 00°05’56” East, departing the northerly line of said 8.500 acre tract and along a line that is 10 feet west of and parallel with the westerly right of way line of said Farm to Market Road No. 661, a distance of 150.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE South 89°54’04” West, departing said parallel line, a distance of 136.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE South 00°05’56” East, a distance of 124.82 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE South 88°24’56” West, a distance of 272.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 55°27’48” West, a distance of 130.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 06°56’20” East, a distance of 196.74 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 88°24’56” East, a distance of 490.93 feet to the POINT OF BEGINNING and containing 2.675 acres or 116,500 sq. ft. of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _________________ in the Real Property Records of Ellis County, Texas.

SITE 105

BEING a tract of land situated in the Telitha Akers Survey, Abstract No. 20, Tarrant County, Texas, said tract being part of a 12.797 acre tract of land described in deed to Trinity River Real Estate, LLC, as recorded in County Clerk Document No. D208315743, Deed Records, Tarrant County, Texas (D.R.T.C.T.), said tract being more particularly described as follows:

COMMENCING at a 5/8-inch found iron rod with a cap stamped “4804” for the southerly, southeast corner of said Trinity River Real Estate tract and the northerly line of Lot 1, Block 1, Hurst Athletic Complex Addition, recorded in Volume 388-161, Page 67, Plat Records of Tarrant County, Texas;

THENCE North 89° 59’ 52” West, along common line of said Trinity River Real Estate tract and said Hurst Athletic Complex Addition, a distance of 416.81 feet to a corner;

THENCE North 00° 00’ 08” East, leaving common line of said Trinity River Real Estate tract and said Hurst Athletic Complex Addition, a distance of 66.65 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE North 44°13’24” West, a distance of 250.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 45°46’36” East, a distance of 385.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 44°13’24” East, a distance of 250.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 45°46’36” West, a distance of 385.00 feet to the POINT OF BEGINNING and containing 2.210 acres (96,250 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 106

BEING a tract of land out of the William Welch Survey, Abstract No. 1668, City of Fort Worth, Tarrant County, Texas, being part of a called 10.022 acre tract of land described in Special Warranty Deed to North Texas Acquisition, L.L.C., recorded in Instrument No. D208317498, Official Public Records of Tarrant County, Texas, said tract also being a portion of Lot 1 and Lot 2, Block 2, Cottonwood Village, an addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 388-166, Page 70, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found in the southeast right-of-way line of Creek Run Road (a 60-foot wide public right-of-way); said point being the northernmost corner of Lot 1-B, Block 2, Cottonwood Village, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 388-187, Page 79, Plat Records of Tarrant County, Texas;

THENCE with said southeast right-of-way line, North 44°05’00” East, a distance of 183.56 feet to a 5/8” iron rod found for corner; said point being the southwest corner of Lot 1, Block 1, The Links at Waterchase, an addition to the City of Fort Worth, Texas according to the plat recorded in Cabinet A, page 5914, Plat Records of Tarrant County, Texas;

THENCE with the south line of said Lot 1, Block 1, The Links at Waterchase, North 89°52’45” East, a distance of 277.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE departing said south line, South 46°14’50” East, a distance of 409.26 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 43°45’10” West, a distance of 375.54 feet to a 1/2’ iron rod found for corner; said point being the easternmost corner of said Lot 1-B, Block 2;

THENCE with the northeast line of said Lot 1-B, Block 2, North 46°14’50” West, a distance of 610.00 feet to the POINT OF BEGINNING and containing 4.812 acres or 209,613 square feet of land.

SITE 107

BEING a tract of land situated in the J. H. Barlough Survey, Abstract Number 130, located in the City of North Richland Hills, Tarrant County, Texas, and being a portion of a called 6.987 acre tract of land described in Special Warranty Deed to CHK Louisiana, L.L.C. recorded in County Clerk’s Instrument No. D208327664 of the Official Public Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod with “RPLS 4224” cap found for the northeast corner of said 6.987 acre tract, same also being in the west line of a tract of land described in deed to Carl J. Peterson recorded in Volume 4887, Page 684 of the Deed Records of Tarrant County, Texas;

THENCE South 00°59’46” East, along east line of said 6.987 acre tract and the west line of said Carl J. Peterson tract, a distance of 497.54 feet to a 3/4-inch bent iron rod found for the southeast corner of said 6.987 acre tract, same being the northeast corner of a tract of land described in a deed to R. J. Hall, recorded in County Clerk’s Instrument No. D197222096, Official Public Records of Tarrant County, Texas;

THENCE South 89°24’28” West, along the south line of said 6.987 acre tract and the north line of said R. J. Hall tract, a distance of 229.90 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

THENCE North 00°21’05” West, departing the south line of said 6.987 acre tract and the north line of said R. J. Hall tract, a distance of 61.53 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

THENCE North 39°04’44” West, a distance of 187.69 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

THENCE North 00°59’46” West, a distance of 291.30 feet to a 5/8-inch iron rod with “KHA” cap set in the north line of said 6.987 acre tract;

THENCE North 89°46’24” East, along the north line of said 6.987 acre tract, a distance of 345.00 feet to the POINT OF BEGINNING and containing 3.591 acres (156,410 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210026003 in the Real Property Records of Tarrant County, Texas.

SITE 108

BEING a tract of land situated in the M. Roddy Survey, Abstract Number 1370, located in the City of Fort Worth, Tarrant County, Texas, being part of Block 6 of the Fort Worth Stockyards Company Addition, an addition to the City of Fort Worth, according to the plat recorded in Volume 388-A, Page 111 of the Plat Records of Tarrant County, Texas, (P.R.T.C.T.) and being part of a called 4.236 acre tract of land described in a General Warranty Deed to CHK Louisiana, L.L.C., recorded under County Clerk’s Instrument Number D208347389 of the Deed Records of Tarrant County, Texas, (D.R.T.C.T.), said tract being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch found iron rod with cap stamped “5693” for the most northerly, northwest corner of said 4.236 acre tract, same being the northeast corner of Lot C, Block 6, Fort Worth Stockyards Company Addition recorded in Volume 388-103, Page 168 P.R.T.C.T., said corner also being on the south right-of-way line of Northeast 29th Street (60 feet wide);

THENCE North 89° 48’ 42” East, along the north line of said 4.236 acre tract and said south right-of-way line, a distance of 76.34 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the northeast corner of said 4.236 acre tract, same being on the west line of a tract of land conveyed to Burlington Northern Railroad Company by deed recorded in Volume 7712, Page 1361, D.R.T.C.T.;

THENCE South 03° 43’ 19” West, along the common line between said 4.236 acre tract and said Railroad Company tract, a distance of 20.00 feet to a found Texas Department of Transportation monument for corner, said corner being the north corner of a tract of land described in deed, to the State of Texas, dated September 19, 2003, and recorded in County Clerk’s Document Number D203351256 D.R.T.C.T.;

THENCE South 07° 08’ 10” West, along the common line between the 4.236 acre tract and the State of Texas tract, a distance of 162.33 feet to a 1/2-inch found iron rod with cap stamped “5693” for corner;

THENCE South 07° 16’ 26” West, continuing along said common line, a distance of 201.01 feet to a 1/2-inch found iron rod with cap stamped “5693” for corner;

THENCE South 06° 54’ 40” West, continuing along said common line, a distance of 44.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 89° 50’ 32” West, departing said common line a distance of 260.75 feet to a 1/2-inch found iron rod with cap stamped “Landes and Assoc.” on the westerly line of said 4.236 acre tract and the southeast corner of a tract of land called “North Tract” as described in a Deed to McDonald Enterprises, Inc., as recorded in Volume 5143, Page 922, D.R.T.C.T., same being the beginning of a non-tangent circular curve to the right, having a radius of 327.90 feet and whose chord bears North 17° 37’ 36” East, a distance of 157.26 feet;

THENCE northeasterly, along the common line between said “North Tract” and said 4.236 tract and along said circular curve to the right, through a central angle of 27° 44’ 59” and an arc distance of 158.81 feet to a 1/2-inch found iron rod with cap stamped “Landes and Assoc.” for corner;

THENCE North 20° 54’ 54” East, departing said common line, a distance of 66.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner on the northwesterly line of said 4.236 acre tract and the southeasterly line of aforesaid Lot C, Block 6, Forth Worth Stock Yards Company Addition;

THENCE North 43° 19’ 32” East, along the common line between said 4.236 acre tract and said Lot C, Block 6, a distance of 10.31 feet to a 1/2-inch found iron rod with cap stamped “5693” for corner;

THENCE North 38 degrees 57 minutes 32 seconds East, continuing along the common line between said 4.236 acre tract and said Lot C, Block 6, a distance of 34.40 feet to a point for corner from which a 1/2-inch found iron rod bears North 38° 15’ 08” West, a distance of 0.24 feet;

THENCE North 37° 34’ 32” East, continuing along the common line between said 4.236 acre tract and said Lot C, Block 6, a distance of 74.40 feet to a 1/2-inch found iron rod with cap stamped “Landes & Assoc.” for corner;

THENCE North 37° 19’ 32” East, continuing along the common line between said 4.236 acre tract and said Lot C, Block 6, a distance of 150.68 feet to the POINT OF BEGINNING and containing 1.897 acres (82,650 square feet) of land, more or less.

SITE 109

BEING a tract of land situated in the J. HOWARD SURVEY, Abstract No. 816, and the T.K. HAMBY SURVEY, Abstract No. 815, Fort Worth, Tarrant County, Texas, and being part of a called 24.5448 acre tract of land conveyed to CHK Louisiana, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s File No. D208341973, of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch iron rod found for the most southerly, southeast corner of said 24.5448 acre tract, same being the southwest corner of a called 0.066 acre tract of land conveyed to Abaco Properties, Inc. by deed filed September 11, 2002, recorded in Volume 15964 at Page 71, and refiled December 30, 2002 and re-recorded in Volume 16249 at Page 93 O.P.R.T.C.T., said iron rod also being on the north Right-of-Way line of Interstate Highway No. 30; (variable width right of way);

THENCE North 82°45’24” West, along the south line of said 24.5448 acre tract and the north right-of-way line of said Interstate Highway No. 30, a distance of 345.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 02°00’15” East, departing the south line of said 24.5448 acre tract and the north right-of-way line of said Interstate Highway No. 30, a distance of 379.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE South 89°26’19” East, a distance of 377.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner in the east line of said 24.5448 acre tract and the west line of Lot 1 in Block 2 of the Pantego Bible Church Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Cabinet “A”, Slide 1633 of the Plat Records of Tarrant County, Texas;

THENCE South 00° 25’ 59” West, along the east line of said 24.5448 acre tract and the west line of said Lot 1 in Block 2, a distance of 160.09 feet to a 1/2-inch iron rod found for corner;

THENCE South 00° 09’ 06” East, continuing along the east line of said 24.5448 acre tract and the west line of said Lot 1 in Block 2, a distance of 203.91 feet to a 1/2-inch iron rod found for the most easterly, southeast corner of said 24.5448 acre tract, same being the northeast corner of a aforesaid 0.066 acre tract;

THENCE North 82° 45’ 24” West along the south line of said 24.5448 acre tract and the north line of said 0.066 acre tract for a distance of 47.86 feet to a 1/2-inch iron rod found for the northwest corner of said 0.066 acre tract;

THENCE South 00° 09’ 06” East along an east line of said 24.5448 acre tract and the west line of said 0.066 acre tract for a distance of 60.61 feet to the POINT OF BEGINNING and containing 3.468 acres (151,076 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210026004 in the Real Property Records of Tarrant County, Texas.

SITE 110

BEING a tract of land in the A. Newton Survey, Abstract Number 1161, and the J.W. Lane Survey, Abstract Number 950, City of Arlington, Tarrant County, Texas, being a portion of a called Tract 1 (8.507 acres) and a called Tract 2 (3.512 acres), conveyed to CHK Louisiana, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208349667 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), same being all of Lot 93B-R1 of A. Newton Addition, Lot 93-R1 and Lot 93-R2, an Addition to the City of Arlington, Texas, according to the Map or Plat thereof recorded in Clerk’s Instrument No. D210027314 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.) and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found with cap stamped “Wier & Assoc. Inc.” being the northwest corner of said Lot 93B-R1 and the southwest corner of said Lot 93A, same being the northwest corner of said called Tract 2;

THENCE South 89°52’08” East, along the north line of said called Tract 2, the north line of said Lot 93B-R1 and the south line of said 93A, passing a 3/4” iron rod found for the northeast corner of said Lot 93B and the north common corner of said called Tract 2 and said called Tract 1 at a distance of 228.85 feet, and continuing along the south line of said Lot 93A and the north line of said called Tract 1 a total distance of 376.00 feet to a 5/8” iron rod set with cap stamped “KHA” for the north common corner of said Lot 93B-R1 and aforesaid Lot 93B-R2;

THENCE South 00°25’46” West, leaving the north line of said called Tract 1 and the south line of said 93A and along the common line of said Lots 93B-R1 and 93B-R2, a distance of 402.96 feet to a 5/8” iron rod set with cap stamped “KHA” for the south common corner of said lots;

THENCE North 89°52’08” West, along the south common line of said Lots 93B-R1 and 93B-R2, a distance of 376.00 feet to a 5/8” iron rod set with cap stamped “KHA” for the west common corner of said Lots 93B-R1 and 93B-R2 and the west line of said called Tract 2;

THENCE North 00°25’46” East, along the west line of said Lot 93B-R1 and the west line of said called Tract 2, a distance of 402.96 feet to the POINT OF BEGINNING and containing 3.478 acres (151,509 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 112

BEING a tract of land situated in the J.A. Gill Survey, Abstract Number 568, located in Tarrant County, Texas, being part of a called 11.39 acre tract of land described in Special Warranty Deed to CHK Louisiana, L.L.C., recorded in County Clerk’s Document Number D208376991 of the Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found for the northwest corner of said 11.39 acre tract and the southwest corner of a tract of land described in Warranty Deed to the Crowley Independent School District, dated June 30, 2008, as recorded in County Clerk’s Document Number D208256136, deed Records of Tarrant County, Texas, said corner being in the east right-of-way line of the Gulf, Colorado and Santa Fe Railroad (100 foot private right-of-way);

THENCE North 88 degrees 56 minutes 32 seconds East, departing said east railroad right-of-way and along the common line between said 11.39 tract and said School District tract, a distance of 416.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE South 00°13’23” East, departing said common line between said 11.39 acre tract and said School District tract, a distance of 315.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE South 88°34’21” West, a distance of 425.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner in the west line of said 11.39 acre tract, same being in the east right-of-way line of said Gulf, Colorado and Santa Fe Railroad;

THENCE North 01 degree 23 minutes 23 seconds East, along the west line of said 11.39 acre tract, said east right-of-way a distance of 318.00 feet to the POINT OF BEGINNING and containing 3.053 acres (133,006 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 113

BEING a tract of land situated in the Temple O. Harris Survey, Abstract Number 645, in the City of Arlington, Tarrant County, Texas, and being a portion of a called Tract I (26.822 acres) tract of land conveyed to CHK Louisiana, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208383547, Deed Records, Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 5/8-inch iron rod found for the southwest corner of said Tract I, same being the northwest corner of Lot 1, Block 1, DeRiso Development Addition, an Addition to the City of Arlington, Texas, as recorded in Cabinet A, Slide 12256, Plat Records, Tarrant County, Texas (P.R.T.C.T.), said iron rod also being on the east right of way line of F. M. 157 (Cooper Street), a variable width right of way;

THENCE North 89°40’35” East, departing the east right of way line of said Cooper Street, along the south line of said Tract I and the north line of said Lot 1, Block 1, a distance of 492.16 feet to a 1/2-inch iron rod found for the northeast corner of said Lot 1, Block 1 and the northwest corner of a tract of land conveyed to Louis Land Company as evidenced in a Deed recorded in County Clerk’s Instrument No. D206026212, D.R.T.C.T., same being the POINT OF BEGINNING of the herein described tract;

THENCE North 00°06’01” West, departing the northeast corner of said Lot 1, Block 1, the northwest corner of said Louis Land tract and the south line of said Tract I, crossing said Tract I, a distance of 333.37 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the north line of said Tract 1, same being on the south line of a tract of land conveyed to Oncor Electric Delivery (formerly Texas Electric Delivery Co.), as evidenced in a Deed recorded in Volume 3893, Page 532, D.R.T.C.T.;

THENCE South 89°58’42” East, along the north line of said Tract I and the south line of said Oncor Electric Delivery tract, a distance of 406.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 00°06’01” East, departing the north line of said Tract I and the south line of said Oncor Electric Delivery tract, a distance of 330.92 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the south line of said Tract I, same being on the north line of aforesaid Louis Land tract,

THENCE South 89°40’35” West, along the south line of said Tract I and the north line of said Louis Land tract, a distance of 406.00 feet to the POINT OF BEGINNING and containing 3.096 acres (134,849 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210026005 in the Real Property Records of Tarrant County, Texas.

SITE 114

BEING a tract of land situated in the Temple O. Harris Survey, Abstract Number 645, Tarrant County, Texas, and being a portion of a called Tract I (26.822 acres) tract of land conveyed to CHK Louisiana, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208383547, Deed Records, Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 1-inch iron pipe found for the southeast corner of said Tract I, same being the northeast corner of GPKL Commercial Addition, an Addition to the City of Arlington, Texas, as recorded in Cabinet A, Slide 9670, Plat Records, Tarrant County, Texas (P.R.T.C.T.);

THENCE South 89°40’35” West, along the south line of said Tract I, the north line of said GPKL Commercial Addition, distance of 796.11 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING of the herein described tract;

THENCE South 89°40’35” West, continuing along the south line of said Tract I and the north line of a said GPKL Commercial Addition and along the north line of a tract of land conveyed to Stegmeier, LLC, as evidenced in a Deed recorded in County Clerk’s Instrument No. D207236738, D.R.T.C.T tract, a distance of 781.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 03°52’26” East, departing the south line of said Tract I and the north line of a said Stegmeier, LLC tract and generally along a wooden fence, a distance of 274.12 feet to a fence corner post;

THENCE North 89°23’48” East, continuing along the wooden fence part of the way, a distance of 760.94 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 00°19’25” East, a distance of 277.10 feet to the POINT OF BEGINNING and containing 4.871 acres (212,185 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210026006 in the Real Property Records of Tarrant County, Texas.

SITE 115

BEING a tract of land situated in the John Nugent Survey, Abstract Number 1173, in the City of White Settlement, Tarrant County, Texas, and being a portion of Lot 3A, Block 4 of LOT 3A AND 3B, BLOCK 4 OF WESTGATE ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Cabinet A, Slide 9047 of the Plat Records of Tarrant County, Texas, (P.R.T.C.T.), same being a portion of a called 4.828 acre tract of land described in deed to CHK Louisiana, LLC, recorded under Instrument Number D208397036 of the Official Public Records of Tarrant County, Texas, (O.P.R.T.C.T.), and being a portion of Lot 3B, Block 4 of said LOT 3A AND 3B, BLOCK 4 OF WESTGATE ADDITION, same being a portion of a called 18.127 acre tract of land described in deed to CHK Louisiana, LLC, recorded under Instrument Number D208397034, O.P.R.T.C.T., and being more particularly described as follows:

BEGINNING at a 5/8 inch iron rod found in the southerly line of Lot 1, Block 1 of SAM’S WHOLESALE CLUB ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-205, Page 89, P.R.T.C.T., and for the northerly-most northwestern corner of said Lot 3B, Block 4, same being the northeasterly corner of Lot 4R of LOTS 4R AND 5-A-1, BLOCK 4, WESTGATE ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Cabinet B, Slide 487, P.R.T.C.T.;

THENCE with the common line of said Lot 1, Block 1 and Lot 3B, Block 4, the following courses and distances to wit:

—North 89°49’30” East, a distance of 165.60 feet to a 5/8-inch iron rod with cap found for corner;

—South 00°10’30” East, a distance of 10.06 feet to a 5/8-inch iron rod found for corner;

—North 89°49’30” East, a distance of 338.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE leaving the common line of said Lot 1, Block 1 and Lot 3B, Block 4, and across said Lots 3A and 3B, Block 4, the following courses and distance to wit:

—South 00°10’30” East, a distance of 439.68 feet to a point for corner in said Lot 3A, Block 4, same point lying within an existing masonry building;

—South 88°37’12” West, a distance of 505.67 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set in the common line of said Lot 3B, Block 4 and LOT 1, BLOCK 4, WESTGATE ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-153, Page 5, P.R.T.C.T.;

THENCE North 00°04’03” East, leaving the common line of said Lot 3B, Block 4 and Lot 1, Block 4, and across said Lot 3B, Block 4, continuing with the common line of said Lot 3B, Block 4 and Lot 4R, Block 4, a distance of 460.38 feet to the POINT OF BEGINNING and containing 5.193 acres (226,208 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210026007 in the Real Property Records of Tarrant County, Texas.

SITE 116

BEING a tract of land situated in the WM. D. Lacy Survey, Abstract Number 929, City of Arlington, Tarrant County, Texas, and being portion of called 54.815 acre tract of land, conveyed to Chesapeake Land Company, LLC, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D206272197, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.) and being more particularly described as follows:

COMMENCING at a 1/2” iron rod with cap stamped “Brittain and Crawford” found in the South line of Interstate Highway No. 20 (a variable width right-of-way) at the northeast corner of said 54.815 tract, and having a common northwestern corner of Lot 2, Lacy Addition, an addition to the City of Arlington, Tarrant Country, Texas, according to Plat recorded in Volume 388-184, Page 45, Plat Records, Tarrant County, Texas;

THENCE, South 00°36’32” East, departing the common line of said 54.815 acre tract and Interstate Highway No. 20, along the common line of said 54.815 acre tract and Lot 2, a distance of 444.33 feet to a point;

THENCE, South 89°27’18” West, departing the common line of said 54.815 acre tract and Lot 2, across said 54.815 acre tract, a distance of 26.93 feet to a 5/8-inch iron rod with cap stamped “KHA” set corner and for the POINT OF BEGINNING;

THENCE, continuing across said 54.815 acre tract, the following courses and distances, to wit:

—South 00°32’42” East, a distance of 390.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set corner;

—South 89°27’18” West, a distance of 340.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set corner;

—North 00°32’42” West, a distance of 390.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set corner;

—North 89°27’18” East, a distance of 340.00 feet to the POINT OF BEGINNING and containing 3.044 acres (132,600 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 117

BEING a tract of land situated in the William Bussell Survey, Abstract No. 151, City of Fort Worth, Tarrant County, Texas, and being all of Blocks 2 and 3 of the Evans-Pearson-Westwood Addition, as shown on plat thereof recorded in Volume 310, Page 18, of the Plat Records of Tarrant County, Texas, and adjacent and included areas marked as “Reserved” on said Plat vacated by City of Fort Worth Ordinance No. 2870 recorded in Volume 2479, Page 150, of the Deed Records of Tarrant County, Texas, same also being all of a 2.4652 acre portion of a called Tract 19 (JM Land Partners Tract - B), conveyed to Chesapeake Exploration, LLC, as evidenced in a Special Warranty Deed recorded in Instrument No. D209046006 of the Deed Records of Tarrant County, Texas, and all being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found for the southeast corner of said Block 3, at the point of intersection of the west line of Harrold Avenue (a 50-foot wide right-of-way) with the north line of Dakota Street (a 55-foot wide right-of-way);

THENCE North 89°43’15” West, with the south line of said Block 3 and the north line of said Dakota Street, at 300.00 feet (plat distance) passing the southwest corner of said Block 3 in the southeasterly line of a “Reserved” strip, and continuing across said “Reserved” strip, in all a distance of 315.91 feet to a PK nail set for point on the southeasterly line of the Fort Worth and Western Railroad Company right-of-way (a 125-foot wide right-of-way; 50 feet from centerline) (formerly St. Louis-San Francisco and Texas Railway);

THENCE North 22°10’00” East, with the common line between said Railroad right-of-way and said “Reserved” strip, a distance of 538.55 feet to a 1/2-inch iron rod found at the point of intersection of said common line with the north line, extended, of said Block 2 and the south line of another “Reserved” strip;

THENCE South 89°49’00” East, passing the northwest corner of said Block 2, continuing with north line of said Block 2 and south line of said “Reserved” strip, in all a distance of 113.83 feet to a 3/4-inch iron rod found for the northeast corner of said Block 2 at the point of intersection of said north line of Block 2 and south line of “Reserved” strip with west line of said Harrold Avenue;

THENCE South 00°07’40” West, with the west line of said Harrold Avenue and with the east lines of said Blocks 2 and 3 and an included “Reserved” strip, in all a distance of 499.92 feet to the POINT OF BEGINNING and containing 2.465 acres (107,389 square feet) of land, more or less.

SITE 118

BEING a tract of land situated in the H.G. Catlett Survey, Abstract Number 183, City of Burleson, Johnson County, Texas, and being a portion of a called Tract 1 and Tract 2 as described in Special Warranty Deed to Chesapeake Land Company, LLC, as recorded in Volume 4171, Page 208, and a portion of a called 1.301 acre tract of land as described in a Deed to Chesapeake Land Development Company as executed on November 20, 2009 and recorded under Clerk’s No. 35503, all of the Deed Records of Johnson County, Texas (D.R.J.C.T.), and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “KHA” set for the most easterly, northeast corner of a called 1.056 acre tract of land described in a Special Warranty Deed to DTMC, Ltd, as executed on November 19, 2009 and recorded under Clerk’s No. 35505, D.R.J.C.T.;

THENCE South 45°09’35” West, along a northwesterly line of said 1.056 acre tract, a distance of 259.50 feet to a 5/8-inch iron rod with cap stamped “KHA” set for an inner ell corner of said 1.056 acre tract;

THENCE North 44°50’25” West, along a northeast line of said 1.056 acre tract, a distance of 240.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 45°09’35” East, departing the northeast line of said 1.056 acre tract and crossing aforesaid Tract 1, passing at a distance of 249.83 feet, a 5/8-inch iron rod with cap stamped “KHA” set for a reference corner, and continuing for a total distance of 280.26 feet to a corner on the curving easterly line of a called 2.363 acre tract of land described in a Dedication Deed to the City of Cleburne, Texas for the realignment of Hemphill Road, as executed on November 11, 2009 and recorded under Clerk’s No. 35504, D.R.J.C.T., said curve being a non-tangent curve to the right;

THENCE in a northeasterly direction, along the easterly line of said 2.363 acre tract, and along the arc of said curve to the right, through a central angle of 04°14’57”, having a radius of 475.00 feet, a chord bearing of North 73°01’30” East, a chord distance of 35.22 feet and an arc length of 35.23 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the point of tangency of said curve;

THENCE North 75°08’59” East, continuing along the easterly line of said 2.363 acre tract, a distance of 75.75 feet to a corner, from which, a set 5/8-inch iron rod with cap stamped “KHA”, bears South 33°08’28” East, 10.06 feet;

THENCE South 44°50’25” East, departing the easterly line of said 2.363 acre tract, a distance of 185.68 feet to a corner;

THENCE South 45°09’35” West, passing at a distance of 2.44 feet, a 5/8-inch iron rod with cap stamped “KHA” set for a reference corner, continuing for a total distance of 117.50 feet to the POINT OF BEGINNING and containing 2.018 acres (87,910 square feet) of land, more or less.

SITE 119

BEING a tract of land out of the Heirs of James Gibson Survey Abstract No. 587, City of Grapevine, Tarrant County, Texas, being part of a called 33.515 acre tract of land described in Special Warranty Deed to North Texas Acquisition, L.L.C., recorded in Instrument No. D208137208, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

COMMENCING at a 1/2” iron rod with cap found in the east line of North Grapevine Mills Boulevard (a variable width public right-of-way) at the northernmost end of a circular right-of-way corner clip; said point being the beginning of a non-tangent curve to the left having a central angle of 90°53’48”, a radius of 30.00 feet, a chord bearing and distance of South 15°51’28”East, 42.76 feet;

THENCE with said circular corner clip, an arc distance of 47.59 feet to a 5/8” iron rod with cap found at the southernmost end of said corner clip; said point also being the northernmost corner of Lot 1RB, Block 1, Grapevine Mills Addition, an addition to the City of Grapevine, Texas according to the plat recorded in Instrument No. D207195454, Official Public Records of Tarrant County, Texas;

THENCE departing said east right-of-way line, with the north line of said Lot 1RB, the following courses and distances:

South 61°18’22” East, a distance of 23.39 feet to a “X” cut in concrete found at the beginning of a tangent curve to the left having a central angle of 08°34’24”, a radius of 977.00 feet, a chord bearing and distance of South 65°35’34” East, 146.05 feet;

In a southeasterly direction along said curve, an arc distance of 146.19 feet to a 5/8”iron rod with cap found;

South 69°52’46” East, a distance of 672.58 feet to a corner;

THENCE departing said north line of Lot 1BR, North 20°07’14” East, a distance of 50.00 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE North 20°07’14” East, a distance of 280.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 69°52’46” East, a distance of 400.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 20°07’14” West, a distance of 280.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 69°52’46” West, a distance of 400.00 feet to the POINT OF BEGINNING and containing 2.571 acres or 112,000 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 120

BEING a tract of land situated in the J. Sanderson Survey, Abstract Number 1430, Tarrant County, Texas, and being all of Block 3 and a portion of Blocks 2, 4, 10 and 15, Interurban Addition, Third Filing, an addition to the City of Fort Worth, Texas, recorded in Volume 106, Page 157, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), said tract of land also being a portion of a called 15.551 acre tract of land described in the Conveyance to Chesapeake Exploration, L.P., executed February 27, 2007, recorded in County Clerk’s Instrument No. D207078241, said Deed Records, said 15.551 acre tract of land being that same tract of land described in the Special Warranty Deed to Dale Resources, LLC, executed May 9, 2006, recorded in County Clerk’s Instrument No. D206157942, said Deed Records, and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for the northeast corner of said 15.551 acre tract, same being on the south line of a tract of land conveyed to Martin S. Moore as evidenced in a Deed recorded in Volume 7460, Page 2272, D.R.T.C.T., said iron rod also being on the westerly bank of Sycamore Creek;

THENCE in a southerly direction, along the easterly line of said 15.551 acre tract and the westerly bank of said Sycamore Creek, the following:

South 23°00’15” East, a distance of 9.73 feet to a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for a corner;

South 13°56’54” West, a distance of 68.99 feet to a corner;

South 03°15’33” West, a distance of 71.98 feet to a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for a corner;

South 07°22’11” East, a distance of 165.58 feet to a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for a corner;

South 21°01’40” East, a distance of 92.67 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 84°33’31” West, departing the easterly line of said 15.551 acre tract and the westerly bank of said Sycamore Creek, a distance of 600.08 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 08°31’37” West, a distance of 323.84 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the northerly line of said 15.551 acre tract, same being on the southerly right of way line of Interstate Highway No. 30 (a variable width right of way);

THENCE in an easterly direction, along the northerly line of said 15.551 acre tract and the southerly right of way line of said Interstate Highway No. 30, the following:

North 81°28’23” East, a distance of 57.80 feet to a 5/8-inch “DUNAWAY ASSOC. LP.” capped iron rod found for a corner;

North 81°25’54” East, a distance of 51.53 feet to a 5/8-inch “DUNAWAY ASSOC. LP.” capped iron rod found for a corner;

North 80°56’23” East, a distance of 209.36 feet to a 5/8-inch “DUNAWAY ASSOC. LP.” capped iron rod found for the most northerly, northeast corner of said 15.551 acre tract, same being the west corner of aforesaid Martin S. Moore tract;

THENCE South 84°33’37” East, continuing along the northerly line of said 15.551 acre tract and along the south line of said Martin S. Moore tract, a distance of 294.28 feet to the POINT OF BEGINNING and containing 5.033 acres (219,231 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210026008 in the Real Property Records of Tarrant County, Texas.

SITE 121

BEING a tract of land out of the S.K. Smith Survey, Abstract No. 1417, City of Fort Worth, Tarrant County, Texas, being part of a called 12.347 acre tract of land described in Special Warranty Deed to Dale Resources, L.L.C., recorded in Instrument No. D206144561, Plat Records of Tarrant County, Texas, said tract also being a portion of Lot 1, Block 1, Spring Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 388-168, Page 96, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found at the intersection of the southwest right-of-way line of North South Freeway (a variable width public right-of-way, I.H. 35) and the southeast right-of-way line of the Texas and Pacific Railroad (a 150-foot wide private right-of-way); said point being the northernmost corner of said Lot 1;

THENCE with said southwest right-of-way line, South 06°24’02” East, at a distance of 386.23 feet, passing an angle point in said southwest right-of-way, continuing and departing said southwest right-of-way line, in all a total distance of 434.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 29°29’09” West, a distance of 339.71 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 58°04’22” West, a distance of 285.00 feet to a 5/8” iron rod with “KHA” cap set for corner in said southeast right-of-way line of the Texas and Pacific Railroad;

THENCE with said southeast right-of-way line, North 32°02’38” East, a distance of 679.86 feet to the POINT OF BEGINNING and containing 3.216 acres or 140,093 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. D210026009 in the Real Property Records of Tarrant County, Texas.

EXHIBIT “B” TO PURCHASE AND SALE CONTRACT

Form of Special Warranty Deed

SPECIAL WARRANTY DEED

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

STATE OF TEXAS	§
	§	KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT	§

           That Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company (“Grantor”), for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid to Grantor by Apple Nine Ventures, Inc., a Virginia corporation (“Grantee”), whose mailing address is 814 East Main Street, Richmond, Virginia 23219, the receipt of which is hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee, the surface estate only of all of the real property situated in Tarrant County, Texas, described in the attached Exhibit “A” (the “Land”), together with all improvements and fixtures thereon and all rights, interests and appurtenances appertaining solely to the Land (collectively, the “Property”).

           Notwithstanding anything to the contrary, Grantor hereby reserves all of Grantor’s interest, if any: (i) in and to the oil, gas and other minerals that are in, on and under and that may be produced from the Property (the “Reserved Mineral Interest”), (ii) in and to or pursuant to any lease (either as lessee or lessor) and any other agreement covering or in any way affecting the mineral estate in, on or under an portion of the Property, and (iii) in and to any compressors, rigs, tank batteries, pipe, gathering lines, flow lines, gas pipelines, water pipelines, other pipelines, subsurface wellbores, treaters, power lines or equipment, seismic equipment, processing equipment, personal property, fixtures, and other structures, equipment and machinery on the Property and in any way related to the development, drilling, production, storage, transportation, processing, reworking or other handling of or operations related to any oil, gas or other minerals.

           Grantor hereby waives and releases, on behalf of Grantor and Grantor’s successors and assigns, all rights of ingress and egress and all other rights of every kind and character whatsoever to enter upon or to use the surface of the Property or any part thereof, including, without limitation, the right to enter upon the surface of the Property for purposes of exploring for, developing and/or producing the Reserved Mineral Interest.

           This conveyance is made subject to the matters affecting title to the Property specified in Exhibit “B”attached hereto and made a part hereof (“Permitted Encumbrances”).

           TO HAVE AND TO HOLD the Property, subject to the Permitted Encumbrances, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, and Grantee’s successors and assigns forever; and Grantor does hereby bind itself, its

heirs, successors and assigns to warrant and forever defend, all and singular, the Property unto Grantee, and Grantee’s successors and assigns, against every person whomsoever lawfully claiming or to claim the Property or any part thereof, by, through or under Grantor, but not otherwise, subject to the Permitted Encumbrances.

          EXECUTED to be effective as of the ____ day of _________________, 2009.

GRANTOR:

Chesapeake Land Development Company, L.L.C.,

an Oklahoma limited liability company

By:

Name: 

Title:

STATE OF	§
	§
COUNTY OF	§

This instrument was acknowledged before me on the _____ day of ____________, 2009, by ____________________, the ____________________ of Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company, on behalf of said limited liability company.

Notary Public, State of

Printed Name:

My commission expires:  

EXHIBIT “A” TO DEED

Property Description

[to be attached]

EXHIBIT “B” TO DEED

Permitted Encumbrances

[as established pursuant to the Contract]

EXHIBIT “C”

Category 1 Post Closing Cure Obligations

1.	Seller shall resolve all requirements listed on Schedule C of the Title Commitment.
2.	Seller shall obtain a recordable waiver of any repurchase right, right of first refusal, right of first offer or other similar preferential right to purchase any Site.
3.	For each Site or Access Easement affected by a pipeline easement held by Texas Midstream Gas Services, L.L.C., Seller shall deliver to Purchaser a Consent to Pave Across Easement in a recordable form reasonably acceptable to Purchaser.
4.	With regard to any Site through which an existing publicly dedicated street or right of way runs, Seller shall cause the governmental entity with jurisdiction over such street or right of way to abandon the portion of such street or right of way running through the Site.
5.	Seller shall demolish the portion of an existing building located on Site 115.
6.	Seller shall cooperate with Purchaser to cause the Title Company to provide legible copies (to the extent available) of all title documents affecting the Property and to cause the Title Commitment to be updated to accurately reflect all title matters and other factual information (including, without limitation, for the purpose of updating the legal descriptions on Schedule A thereof to match the final revised Surveys).
7.	Seller shall cooperate with Purchaser to cause the Surveyor to address all title documents on the Surveys and to correct any remaining errors on the Surveys.
8.	For any Access Easement that is materially obstructed by a physical improvement or structure, Seller shall either cause such to be removed to eliminate the material obstruction or alternatively, cause the Surveyor to relocate the Access Easement such that it is not materially obstructed.
9.	Seller will cause the Surveyor to relocate the Access Easement related to Site 73 so that it connects directly to a public right of way.
10.	Other than with regard to Sites 11, 17, 22, 23 and 81, Seller shall use commercially reasonable efforts to provide legal and physical access to each Site; provided, however, that Seller will have no obligation to obtain any waiver, consent, amendment or other agreement from the holder of any easement affecting a Site or Access Easement other than Texas Midstream Gas Services, L.L.C.

EXHIBIT “D”

Category 2 Post Closing Cure Obligations

1.	Seller will share with Purchaser Seller’s internal analysis of any restrictive covenants affecting the Sites and explain Seller’s view on the impact of such restrictive covenants on the ability to drill for oil, gas or other minerals from such Site.
2.	Except for those items that Seller has previously indicated in writing that it would not cure or resolve, Seller will reasonably cooperate with Purchaser to cure or resolve those items contained in Exhibit D-1 attached hereto which are not otherwise addressed in Exhibit “C” or this Exhibit “D”.

Exhibit D-1

Post Closing Objections

The following items whether existing objections covered by Purchaser’s previous objection letters or new objection items arising since the date of the last of Purchaser’s objection letters. Purchaser’s existing objections referenced below are incorporated herein by reference as if set forth at herein at length notwithstanding the abbreviations of the text of such objections set forth below.

A. Required Removal Objections:

     1. Objections contained in March 16, 2009 objection letter:

a.	General Objection No. 16
b.	Specific Objection No. 8 [Site 44] (objection to exception items 1 and 55(i) to the extent they affect the use of the Site as a drill site; deletion of exception item 55(m) requirement for release of right of first refusal)
c.	Specific Objection No. 9 [Site 50] (objection to exception item B1 to the extent the restrictive covenants restrict use to residential)
d.	Specific Objection No. 12 [Site 60] (objection to exception item B1 requesting document for review of restrictive covenants in instrument)
e.	Specific Objection No. 14 [Site 72] (objection to exception item B1 requesting legible document for review of restrictive covenants in instrument; exception item 83(k) requiring legible document for review, Surveyor to determine if instrument affects the Site and the release of reversionary rights if instrument is determined to effect Site)

     2. Objections contained in March 25, 2009 objection letter:

a.	Specific Objection No. 2 [Site 79] (objection to exception item 92(b) requirement for Seller to obtain an amendment to pipeline easement agreement or relocate easement)
b.	Specific Objection No. 3 [Site 85] (objection to Title Commitment requiring revision to insure access granted in controlled access

	agreement; objection to Survey requiring determination of affect of Schedule B1 items)
c.	Specific Objection No. 4 [Site 86] (objection to Survey and to Plat of Site requiring abandonment of road which bisects Site and requirement for Title Company to delete exception item 97(c))
d.	Specific Objection No. 6 [Site 91] (objection to Survey requiring revision to access easement to avoid obstruction)
e.	Specific Objection No. 8 [Site 104] (objection to Survey for violation of restrictive covenant as to location of drill site requiring evidence of compliance or consent from adjacent property owner; objection to exception item B1 requesting documents for determination if restrictive covenants affect Site)
f.	Specific Objection No. 12 [Site 115] (objection to Survey resulting from significant encroachment requiring elimination of encroachment; objection to Survey and exception items 126(e)(f) relating to pipeline easements requirement amendment of the easement agreements)
g.	Specific Objection No. 14 [Site 25] (requiring abandonment of unopened street and revision of Survey)
h.	Specific Objection No. 16 [Site 31] (objection to Title Commitment requiring Title Company include certain easement estates benefiting the property in the insured estate; objection to exception items 42(b)(d) requiring Seller provide consent from pipeline company to construct road over pipeline)
i.	Specific Objection No. 18 [Site 38] (objection to exception item B1 filed in volume 7073, page 1063 as the instrument contains restrictive covenants that would appear to affect the use of the Site for oil and gas production requiring that Seller obtain a release of these restrictive covenants; objection to exception item B1 filed in volume 14970, page 67 as the instrument contains a right of first refusal for the leased premises)
j.	Specific Objection No. 19 [Site 57] (objection to exception items 1 and 68(j) as these exception items contain restrictive covenants that would prohibit the use of the Site for drilling or mining operations; objection to exception item 68(e) requiring the release of the Site from a 1998 Thoroughfare Road Agreement); objection to exception item 68(g) relating to limitations on the use of the surface of a portion of the Site requiring that Seller obtain consent from the Tarrant Regional Water District to use the surface of the easement area for the developing of minerals)
k.	Specific Objection No. 20 [Site 58] (objection to Survey for description of access easement to which Seller has responded that the access easement will be removed and replaced with assignment of an existing access easement in favor of Seller)
l.	Specific Objection No. 23 [Site 65] (objection to exception items 76(a)(b) covering pipeline easements requiring that Seller revise

	the location of the access easement to avoid the need to cross these two easements to utilize the Site or that Seller obtain the consent acceptable to Purchaser)
m.	Specific Objection No. 31 [Site 94] (objection to Survey as it reflects Site to bisect an existing building requiring that encroachment be remedied and that exception item be deleted)
n.	Specific Objection No. 32 [Site 99] (objection to Survey as Site appears landlocked requiring that an access easement be provided by Seller)

     3. Objection contained in March 27, 2009 objection letter:

	a.	Specific Objection No. 2 [Site 30] (objection to exception item 41(e) requiring that Well Head Easement be depicted on Survey and that the Well Head Easement agreement be amended to provide it is a personal covenant)
	b.	Specific Objection No. 13 [Site 92] (objection to exceptions for Schedule B1 exception documents which contain restrictive covenants that restrict the type of structure that can be built on the property that would appear to affect the ability for the Site to be used for drilling operations)
	c.	Specific Objection No. 15 [Site 109] (objection to exception item 120(i) requiring an amendment to a pipeline easement)
	d.	Specific Objection No. 16 [Site 24] (requiring Surveyor to clearly depict that Site abuts right-of way)
	e.	Specific Objection No. 17 [Site 61] (objection to exception for Schedule B1 exceptions which contain restrictions on use of Site for exploration of minerals; exception item 72(d) requiring Seller provide a release of the right of first offer)
4. Objections contained in March 30, 2009 objection letter:
	a.	General Objection No. 1
	b.	General Objection No. 3
	c.	Specific Objection No. 2 [Site 20] (objection to exception item B1 as it contains restrictions that are illegible and Purchaser required legible copy for review)
	d.	Specific Objection No. 3 [Site 63] (objection to Survey as it failed to address B1 exception items; objection to exception item B1 for determination if Site is affected by restrictive covenants; objection to exception item 74(h) requiring amendment to a pipeline easement agreement)

e.	Specific Objection No. 4 [Site 47] (objection to exception item B1 and to the Survey requiring the Title Company to provide certain exception documents for review and the Surveyor to determine affect)
f.	Specific Objection No. 5 [Site 52] (objection to exception item 63(e) requiring an amendment to a pipeline easement)
g.	Specific Objection No. 11 [Site 21] (objection requiring Surveyor to state in Note 4 whether the controlled access to State Hwy 360 affects the proposed access easement)
h.	Specific Objection No. 12 [Site 70] (objection to exception item 81(a) relating to pipeline easement requiring Surveyor to locate easement on Survey)
i.	Specific Objection No. 13 [Site 22] (objection to B1 items requiring Seller to cause the Title Company to delete the referenced exclusive development rights and the right of first refusal as it appears that they have expired; objection to exception item 33(r) requiring that Seller provide a release of the right to repurchase drill sites)
j.	Specific Objection No. 17 [Site 8] (objection requiring Title Company revise exception item to reflect that it only applies to portions of Site where controlled access is denied)
k.	Specific Objection No. 18 [Site 105] (objection to location of access easement requiring Seller provide unobstructed access)
l.	Specific Objection No. 22 [Site 73] (objection to Survey requiring Surveyor revise survey to provide access to a public road; objection to exception item 84(k) requiring that Seller obtain an amendment to the exception document that would allow for compressors, barrier walls, etc.)
m.	Specific Objection No. 23 [Site 118] (objection to Survey requiring Seller to provide evidence of abandonment of Hemphill Street affecting the Site)
n.	Specific Objection No. 26 [Site 3] (objection to Survey exception item B1 as the restrictive covenants would appear to prohibit the placement of the gas wellhead on any portion of the Site and Purchaser has required a release of the restrictive covenants)
o.	Specific Objection No. 27 [Site 4] (objection to exception item B1 requiring Surveyor determine affect of restrictive covenants on Site; objection to the Survey as the survey bisects a building requiring the Seller eliminate the encroachment [note—Seller indicates that building is has been demolished, but not reflected on Survey])
p.	Specific Objection No. 29 [Site 9] (objection requiring a copy of the 26 foot utility and access easement crossing the access easement portion of the Site; objection to exception item 20(c) relating to a pipeline easement where the pipeline is yet to be

	located requiring an amendment to the easement agreement satisfactory to Purchaser)
q.	Specific Objection No. 30 [Site 11] (objection as to access requiring that Seller provide access acceptable to Purchaser)
r.	Specific Objection No. 31 [Site 13] (objection to exception items 24(j)(k) and (l) which impose restrictions on the use of the surface requiring Seller obtain amendments to these documents addressing ingress and egress)
s.	Specific Objection No. 32 [Site 14] (objection to exception items 25(m)(n) which impose restrictions on the use of the surface and for which Purchaser has required Seller to obtain amendments to these documents addressing ingress and egress)
t.	Specific Objection No. 33 [Site 19] (objection to exception items 30(d) and (e) relating to a pipeline which impose restrictions on the surface use without consent and for which Purchaser has required that Seller obtain an amendment to these instruments)
u.	Specific Objection No. 34 [Site 23] (objection to the access easement depicted on the Survey requiring that access be provided to a public road that may be lawfully accessed; objection to exception item 34(d) requiring that Seller provide a release acceptable to Purchaser of the repurchase rights contained in the instrument)
v.	Specific Objection No. 37 [Site 32] (objection to B1 restrictive covenants restricting the use of the Site requiring that Seller obtain an amendment to the restrictive covenants; objection to exception item 43(d) relating to the surface use of a pipeline easement requiring an amendment to the pipeline easement acceptable to Purchaser)
w.	Specific Objection No. 39 [Site 34] (objection to exception item 45(d) relating to a pipeline easement requiring that Seller obtain an amendment to the easement agreement)
x.	Specific Objection No. 41 [Site 102] (objection to the Survey requiring that the Surveyor indicate on the Survey whether the restrictive covenants in exception item B1 affect the Site)
y.	Specific Objection No. 43 [Site 98] (objection to the Survey requiring that Surveyor locate a Gulf Refining Company pipeline easement on the Site or indicate it does not affect; objection to the Survey requiring, in essence, proof that there will be access to this Site)
z.	Additional Specific Objection No. 2 [Site 94] (objection requiring determination if B1 exception items which impose restrictions on structures affects Site)

     5. Objections contained in March 31, 2009 objection letter:

a.	Specific Objection No. 1 [Site 17] (objection to Survey relating to access problems and pipeline easements; objection to Survey and exception item 28(g) requiring to amendment of pipeline easement)
b.	Specific Objection No. 8 [Site 89] (exception item 100(c) requiring amendment to pipeline agreement)

     6. New Objections:

a.	Purchaser objects to any Site that does not have access to a public road. Purchaser requires that Seller provide Purchaser with access acceptable to Purchaser to a public road for all Sites.
b.	Purchaser objects to the Survey of the access easement for Site 99 as the Survey reflects the access to be obstructed with a concrete building. Purchaser requires that it be provided with unobstructed access.
c.	Purchaser objects to any restrictive covenants which the Surveys revised on April 2, 2009 reflect as affecting the Site which contains restrictions limiting the use of the Site for a drill site or containing restrictions which reasonable bring into question the ability to use the Site as a drill site.
d.	Purchaser objects to any new exceptions reflected in the updated Title Commitment revised on April __, 2009. Purchaser reserves the right to review and object to any and all such items.

B. Indemnified Objections:

     1. Objections contained in March 16, 2009 objection letter:

a.	General Objection No. 1
b.	General Objection No. 3
c.	General Objection No. 4
d.	General Objection No. 5
e.	General Objection No. 6
f.	General Objection No. 8
g.	General Objection No. 9

	h.	General Objection No. 10
	i.	General Objection No. 11
	j.	General Objection No. 12
	k.	General Objection No. 13
	l.	General Objection No. 14
	m.	General Objection No. 15
	n.	Specific Objection No. 1 [Site 17] (objection to exception item 28(h) requiring surface waiver)
	o.	Specific Objection No. 2 [Site 18] (objection to exception item 29(e) requiring evidence of conveyance to Chesapeake and of lessor’s consent to conveyance)
	p.	Specific Objection No. 4 [Site 39] (corrections to Survey; required surface waiver)
	q.	Specific Objection No. 5 [Site 40] (required surface waiver)
	r.	Specific Objection No. 6 [Site 42] (corrections to Survey; determination of application of exception item 53(c) on Survey; requirement for surface waiver related to exception 53(g))
	s.	Specific Objection No. 7 [Site 43] (objection to item 54(a) requiring determination of affect; objection to 54(h) pending review of instrument)
	t.	Specific Objection No. 8 [Site 44] (objection to exception item 55(l) for potential overlap of drill site by another drill site)
	u.	Specific Objection No. 9 [Site 50] (objection to exception item 61(b) regarding determination of location and affect of pipeline easement; exception items 61(q)(r) requiring surface waivers; exception item 61(x) requiring surface waivers; exception item 61(y) requiring certain documents for determination of effect and requiring surface waivers)
	v.	Specific Objection No. 10 [Site 55] (objection to exception item 66(c) requiring instrument for review of affect; objection item for correction of errors in Survey)
	w.	Specific Objection No. 11 [Site 56] (objection to exception item 67(f) requiring surface waiver)
	x.	Specific Objection No. 12 [Site 60] (objection requiring surface waiver)
	y.	Specific Objection No. 13 [Site 71] (exception items 82(c)(d) requiring deletion of exceptions)
	z.	Specific Objection No. 14 [Site 72] (objection requiring correction of Survey)
	aa.	Specific Objection No. 15 [Site 74] (objection requiring surface waiver)
2. Objections contained in March 25, 2009 objection letter:

a.	Specific Objection No. 2 [Site 79] (objection to Survey for corrections of legal description)
b.	Specific Objection No. 5 [Site 90] (objection to Survey for corrections in legal description)
c.	Specific Objection No. 6 [Site 91] (objection to exception item 102(c) requiring copy of lease agreement for review; objection to exception item 102(e) requiring surface waiver)
d.	Specific Objection No. 8 [Site 104] (objection to exception item 115(e) requiring correction to survey and surface waiver; objection to exception items 115(f)(g) requiring copies of instruments for review)
e.	Specific Objection No. 10 [Site 112] (objection to exception item 123(d) requiring Surveyor determine location of onsite sewage facility, amendment to exception item if affects and deletion of exception items 123(d)(o).
f.	Specific Objection No. 11 [Site 113] (objection to exception item 124(f) requiring surface waivers)
g.	Specific Objection No. 12 [Site 115] (objection to exception item 126(o) requiring copy of occupancy agreement—agreement has expired so needs to be deleted from Title Commitment)
h.	Specific Objection No. 13 [Site 10] (objection to Survey for correction of Survey; objection to exception item 21(a) requiring copy of instrument for review; objection to exception item 21(c) requiring a surface waiver; objection to vesting deed requiring surface waiver from grantor)
i.	Specific Objection No. 14 [Site 25] (objection to Survey requiring depiction of flood zone AE; objection to exception item 36(c) requiring copy of document and that Surveyor reflect affect on Site)
j.	Specific Objection No. 15 [Site 29] (objection to Survey requiring revision to correct errors; objection to exception item 40(b) requiring missing document; objection to exception item 40(d) requiring surface waiver)
k.	Specific Objection No. 17 [Site 35] (objection to exception item 46(c) requiring a surface waiver)
l.	Specific Objection No. 18 [Site 38] (objection to exception item 49(e) requiring Seller obtain a surface waiver)
m.	Specific Objection No. 19 [Site 57] (objection to the Survey for correction of legal description; objection to exception item 68(k) requiring that Seller provide a surface waiver)
n.	Specific Objection No. 20 [Site 58] (objection to Survey requiring Surveyor to locate improvements on Site)
o.	Specific Objection No. 23 [Site 65] (objection to exception items 76(i(j) requiring surface waivers)

p.	Specific Objection No. 24 [Site 66] (objection to exception item 77(f) requiring copy of missing document and location of easement by Surveyor)
q.	Specific Objection No. 25 [Site 69] (objection to exception item 80(r) as no longer applicable requiring deletion from the Title Commitment and requirement for copies of Shopping Center leases for review)
r.	Specific Objection No. 27 [Site 76] (objection to exception item 87(h) requiring deletion of exception item as street and building lines and set back lines vacated by ordinance, but Title Company says only street vacated)
s.	Specific Objection No. 29 [Site 82] (objection to exception item 93(h) requesting copy of easement for review and depiction on Survey; objection to exception item 93(i) requiring that Surveyor locate the wastewater system on the Site and for the Site to be released from the document if not located on Site)
t.	Specific Objection No. 32 [Site 99] (objection for exception item 110(g) covering an oil and gas lease which Seller says it expired)
u.	Specific Objection No. 35 [Site 119] (objection for exception item 130(c) requiring that Surveyor determine affect on Site and for Seller to confirm that assessment has been paid in full such that the Title Company would remove the exception item; objection for exception item 130(d) requiring that Seller provide evidence that assessment has been paid and for Title Company to remove the exception to title.
v.	Specific Objection No. 36 [Site 120] (objection for copy of vesting deed for Purchaser’s review)
w.	Specific Objection No. 37 [Site 6] (objection to exception item 17(c) requiring Seller obtain a surface waiver)

     3. Objection contained in March 27, 2009 objection letter:

a.	Specific Objection No. 1 [Site 15] (objection to exception item 26(b) for missing document to review; exception 26(o) for copy of document to review; 26(q) and vesting deed requiring surface waiver)
b.	Specific Objection No. 2 [Site 30] (objection to exception item 41(d) requiring document for review; exception item 41(f) requiring surface waiver)
c.	Specific Objection No. 3 [Site 41] (objection to exception item 52(d) requiring release of agreement such that Title Company will delete from Title Commitment; requiring a surface waiver)
d.	Specific Objection No. 4 [Site 46] (objection to Survey for failure to depict gas well and other improvements; exception 57(c) requiring copy of legal document be provided for review)

	e.	Specific Objections No. 6 [Site 68] (objection to exception item 79(d) requiring surface waiver)
	f.	Specific Objection No. 8 [Site 89] (objection requiring corrections to legal description on Survey)
	g.	Specific Objection No. 11 [Site 96] (objection requiring copy of vesting deed for approval; exception items 107(e) and 107(f) which indicate that Title Company is not insuring that Purchaser has access to the Site; objection to Survey and exception item 107(g) requiring copy of oil and gas lease and Surveyor to determine if affects the Site; exception item 107(b) requiring the Title Company to correct the date of an instrument)
	h.	Specific Objection No. 13 [Site 92] (objection to exception B1 item D204035011 which imposes a maintenance obligation on the Site; exception item 103(f) requiring that the exception document be amended to release the Site from the obligations imposed by the document; objection requiring a surface waiver)
	i.	Specific Objection No. 14 [Site 108] (objection to Survey to identify lines and exception item 119(e) which indicates may be railroad tracts)
	j.	Specific Objection No. 15 [Site 109] (objection to legal description on Survey)
	k.	Specific Objection No. 16 [Site 24] (objection to exception item 35(a) requiring Surveyor to itemize or depict on the Survey the easements and building lines; exception item 35(n) requiring copy of the agreements covered by that exception item for review; exception item 35(o) requiring copy of agreement for review; exception item 35(r) requiring a surface waiver)
	l.	Specific Objection No. 17 [Site 61] (objection to Survey requiring errors be corrected; exception item 72(b)and 72(c) requiring surface waivers)
4. Objections contained in March 30, 2009 objection letter:
	a.	Specific Objection No. 1 [Site 5] (objection to exception item 16(c) requiring Seller to provide a surface waiver)
	b.	Specific Objection No. 2 [Site 20] (objection to Survey requiring corrections in legal description; objection to Survey requiring Surveyor to determine effect of B1 items on Site)
	c.	Specific Objection No. 3 [Site 63] (objection to Survey requiring Surveyor correct errors in legal description)
	d.	Specific Objection No. 5 [Site 52] (objection to exception item 63(f) requiring copy of agreement for review; objection to exception item 63(g) requiring legible copy of agreement be provided for review and that the Surveyor determine the effect on

	the Site; objection to exception item 63(h) requiring that Seller provide a surface waiver)
e.	Specific Objection No. 6 [Site 67] (objection to exception item 78(a) requiring Surveyor to depict affect of variable width easement for right of way; objection to exception items 78(h) and 78(i) requiring Seller to provide surface waivers)
f.	Specific Objection No. 7 [Site 83] (objection to exception item 78(h) and to the Survey for correction of incorrect recording reference; objection to exception 94(b) requiring Seller provide copy of Surface Use Agreement for review; objection to Survey and item 94(e) requiring Surveyor depict easement on Site; objection to exception item 94(f) requiring termination of lease agreement; objection to exception item 94(h) requiring Surveyor to depict easement on Site; objection to exception item 94(i) requiring Seller obtain a termination of the lease agreement; objection to exception item 94(k) requiring that Seller provide a release of broad band services agreement; objection to exception item 94(w) requiring termination of lease agreement; objection requiring Seller provide a surface waiver)
g.	Specific Objection No. 9 [Site 110] (objection to Survey for correction of legal description; objection requiring Seller to obtain a surface waiver)
h.	Specific Objection No. 10 [Site 114] (objection to Survey for correction of discrepancy in legal; objection to exception item 125(f) requiring Seller provide surface waivers)
i.	Specific Objection No. 12 [Site 70] (objection to exception item 81(i) requiring a surface waiver; objection to exception item 81(m) requiring evidence that lease is still in effect or that Seller cause the Title Company to delete the exception item)
j.	Specific Objection No. 13 [Site 22] (objection to Survey requiring Surveyor correct legal description)
k.	Specific Objection No. 15 [Site 121] (objection requiring Seller cause the Title Company to delete this exception item or provide express insurance)
l.	Specific Objection No. 16 [Site 49] (objection requiring corrections to Title Commitment)
m.	Specific Objection No. 20 [Site 26] (objecting to exception item 37(f)(g) requiring the Title Company to delete on of these exception items as they are identical; objection requiring Seller provide surface wavier)
n.	Specific Objection No. 21 [Site 36] (objection to Survey requiring Surveyor make correction in legal description; objection to exception item 47(h) and 47(g) requiring that Surveyor and Title Company make certain corrections)
o.	Specific Objection No. 22 [Site 73] (objections requiring delivery of vesting deed and requiring Seller provide a surface waiver)

p.	Specific Objection No. 23 [Site 118] (objection to exception item 129(b) requiring Seller provide a surface waiver; objection to exception item 129(c) requiring Seller to provide a surface waiver)
q.	Specific Objection No. 24 [Site 53] (objection to Survey requiring addition of certain recording information; objection requiring that Seller deliver a surface waiver)
r.	Specific Objection No. 25 [Site 51] (objection to Survey and Title Commitment for inconsistent references to exception items 62(a)-(e) requiring that Title Company correct; objection to exception item 62(e) requiring Seller provide evidence that the lease is still in effect or that Seller cause the Title Company delete the exception item; objection requiring Seller to provide a surface waiver)
s.	Specific Objection No. 26 [Site 3] (objection to Survey requiring correction of discrepancy in legal description)
t.	Specific Objection No. 27 [Site 4] (objection for missing easement document; objection to Survey for correction of legal description)
u.	Specific Objection No. 28 [Site 7] (objection to exception item 18(b) requiring that Surveyor determine the effect of the easement on the Site; objection to the Title Commitment and the Survey as the Title Company has not provided the exception documents reflected on the Survey as item (j) and (k) requiring that the Title Company provide copies of the documents for review; objection to the Title Commitment and the Survey as the exception items do not match and there are missing documents requiring that the Survey and the Title Commitment match and that the Purchaser be provided with missing documents for review)
v.	Specific Objection No. 29 [Site 9] (objection to exception item 20(a) as the easements referred to therein does not appear to affect the Site; objection to item 20(d) requiring Seller to provide a surface waiver)
w.	Specific Objection No. 30 [Site 11] (objection requiring a surface waiver; objection to exception item 22(q) relating to an oil & gas lease which appears to be expired requiring Seller produce evidence still in effect or cause Title Company to delete exception item)
x.	Specific Objection No. 31 [Site 13] (objections to exception items 24(a)(b) and (c) requiring that Purchaser be provided the documents for review; objection to exception item 24(h) requiring that Seller provide a surface waiver; objection to exception item 24(i) relating to an oil & gas lease which appears to have expired requiring Seller produce evidence still in effect or causing the Title Company to delete the exception item; objection to the Survey for corrections to the survey related to the affect of Schedule B items)
y.	Specific Objection No. 32 [Site 14] (objection to exception item 25(i) requiring Seller obtain a surface waiver; objection to

	exception item 25(j)(k) and (l) requiring that Purchaser be provided with the referenced exception documents for review)
z.	Specific Objection No. 33 [Site 19] (objection to exception item 30(a) which Purchaser required be removed from the Title Commitment as it is a personal obligation and does not run with the land)
aa.	Specific Objection No. 34 [Site 23] (objection to exception item 34(a) requiring that a copy of the ordinance referred to in this exception item be provided for review; objection requiring that Purchaser be provided with a copy of the vesting deed for review)
bb.	Specific Objection No. 35 [Site 24] (objection to exception item 38(c) requiring that Purchaser be provided with a legible copy of the instrument for review)
cc.	Specific Objection No. 36 [Site 28] (objection to exception item 39(b) requiring that Purchaser be provided with a legible copy of the instrument for review; objection requiring that Seller provide a surface waiver)
dd.	Specific Objection No. 37 [Site 32] (objection requiring that Seller provide a surface waiver)
ee.	Specific Objection No. 38 [Site 33] (objection to exception item 44(b) requiring Seller provide a surface waiver; objection to the Survey requiring the correction of an error)
ff.	Specific Objection No. 39 [Site 59] (objection to exception item 70(g) requiring that Seller provide a surface waiver; objection to exception item 70(h) requiring that the exception item be deleted; objection requesting a copy of the vesting deed for review; objection to the Survey requiring that the Surveyor correct the errors)
gg.	Specific Objection No. 43 [Site 98] (objection to Note 10(x) on the Survey as it varies from the Title Commitment requiring that the Title Company and the Surveyor reconcile this exception and that the Surveyor depict the effect of this instrument on the Site; objection to exception items 109(y)(z) and (aa) requiring the Surveyor to address the effect, if any, of these exception items on the Survey)
hh.	Specific Objection No. 44 [Site 117] (objection to exception item B1 requiring deletion from the Title Commitment; objection to exception item 128(hh) requiring that Seller provide evidence to the Title Company such that it will delete the exception item)
ii.	Specific Objection No. 46 [Site 97] (objection requiring that the Title Company and the Surveyor determine if instrument reflected on Survey affects property—Note the Title Commitment does not show as exception item)
jj.	Additional Specific Objection No. 2 [Site 94] (objection to exception item B1 filed in Cabinet A, Slide 3747 of the Plat

		Records requiring Seller cause title company to produce legible copy for review)
	kk.	Additional Specific Objection No. 3 [Site 66] (objection requiring Seller to produce a surface waiver)
	ll.	Additional Specific Objection No. 4 [Sites 75,99,109,112,6,31,37, and 44] (objecting to exception items 86(c), 110(g), 120(d), 123(g)(h), 17(b), 26(n)(p), 42(m), 48(e), and 55(k) relating to leases which appear to be expired requiring that Seller provide evidence that the lease is still in effect or that Seller cause the Title Company to delete the exception item)
5. Objections contained in March 31, 2009 objection letter:
	a.	Specific Objection No. 2 [Site 40] (objection to Survey requiring Surveyor to include legal for access easement)
	b.	Specific Objection No. 3 [Site 43] (objection to Survey as building obstructs access easement)
	c.	Specific Objection No. 4 [Site 50] (objection to Survey requiring Surveyor reflect effect of depicted pipes on access easement and requiring unobstructed access)
6. New Objections:
	a. Purchaser objects to all rights of 3rd party mineral leasehold owners to access the property set forth in the AMI’s or JOA’s affecting any of the Sites, or 3rd party mineral owners to access the property.
	b. Purchaser objects to all tenants in possession.
	c. Purchaser objects to exception item 119(e) as the Survey reflect railroad tracts encroaching onto the property. Purchaser objects to any new exception items reflected in the updated Title Commitment revised on April __, 2009. Purchaser reserves the right to review and object to any and all such items

EX-10.71

Exhibit 10.71

GROUND LEASE AGREEMENT

THIS GROUND LEASE AGREEMENT (“Lease”) is made and entered into to be effective as of April 7, 2009 (the “Effective Date”) by and between Apple Nine Ventures Ownership, Inc., a Virginia corporation (“Landlord”) and Chesapeake Operating, Inc., an Oklahoma corporation (“Tenant”).

W I T N E S S E T H:

Landlord, in consideration of the rent to be paid and the covenants and agreements hereinafter set forth to be kept and performed by Tenant, does hereby LEASE, LET, RENT and DEMISE unto Tenant, and Tenant does hereby RENT and TAKE from Landlord, for the purposes and on the terms and conditions herein set forth, those certain tracts of land located in Tarrant, Johnson, Dallas and Ellis Counties, Texas, each as more particularly described on Exhibit “A” attached hereto (each such tract being individually referred to herein as a “Site” and collectively, all Sites being referred to herein as the “Land”), together with all improvements now or hereafter located on the Land and all the rights, privileges and appurtenances in anyway belonging to the Land including, without limitation, all rights of Landlord in and to the subsurface of the Land (collectively the “Leased Premises”). Landlord and Tenant acknowledge that the description of some of the Sites set forth on Exhibit “A” includes certain easement estates benefiting such Sites (the “Access Easements”), and that any listed easement estate which benefits or connects to any Site shall be deemed a part of such Site for all purposes under this Lease.

1. Term. This Lease shall be for an initial term (“Initial Term”) beginning on the Effective Date and terminating on April 6, 2049, unless earlier terminated as provided below. Unless earlier terminated as provided below, at the natural expiration of the Initial Term the Lease shall automatically be extended upon all the same terms and conditions of the Lease for up to five (5) additional consecutive five (5) year periods (each, an “Extended Term”); provided, however, that Tenant may terminate this Lease as to one or more Sites (on a Site-by-Site basis) effective as of the end of the Initial Term or any Extended Term by providing written notice to Landlord of its desire to terminate the Lease as to one or more of the Sites on or before thirty (30) days prior to the end of either the Initial Term or the then current Extended Term. As used herein, “Term” means the Initial Term and all applicable Extended Terms prior to the expiration of this Lease. As used herein, “Lease Year” shall have the following meaning: (a) Lease Year 1 shall refer to that period commencing on the Effective Date and ending on April 6, 2010, and (b) Lease Years subsequent to Lease Year 1 shall refer to any period of one year during the Term commencing on April 7, 2010, and each subsequent anniversary thereof. Further, notwithstanding anything to the contrary, if, upon the scheduled expiration of the fifth five-year Extended Term, any mineral operations (as defined below) are being conducted upon any of the Site(s), unless earlier terminated as provided above, the Term shall be deemed automatically extended as to such Site(s) for additional consecutive Extended Terms of one (1) year each for so long as such mineral operations are conducted upon said Site(s) with no cessation for more than

one hundred and twenty (120) consecutive days; provided that the annual Base Rental (prorated for any partial year) during any such automatic one-year Extended Term shall be an amount equal to the annual Base Rental provided for Lease Year 65 below. As used herein, “mineral operations” shall mean operations for or related to any of the following: drilling, testing, completing, reworking, recompleting, deepening, plugging back or repairing of a well in search for or in an endeavor to obtain production of oil, gas, or other minerals, or production of oil, gas or other minerals, whether or not in paying quantities (including, without limitation, any period during which a well is “shut-in” pursuant to an existing mineral lease burdening the Site or other lands).

2. Base Rental.

(a) As base rental (“Base Rental”) for the lease of the Leased Premises, Tenant shall pay to Landlord without deduction, set-off, prior notice, or demand, Base Rental, accruing from the Effective Date and payable monthly in advance on or before the first day of each month in the amounts set forth in Section 2(b) below. Notwithstanding anything to the contrary herein, if the first or last month in which any Site is included as part of the Leased Premises is not a full calendar month, then Tenant’s Base Rental obligation as to such Site during such partial month shall be equal to the number of days in the partial month for which Tenant has a rent obligation as to such Site divided by the total number of days in such month and then multiplied by the applicable monthly per-Site Base Rental amount as set forth in Section 2(b) below.

(b) The annual and monthly Base Rental amounts shall be as set forth in the following table; provided that if the number of Sites subject to this Lease increases or decreases at any time, the amount of Base Rental due pursuant to this Lease shall also increase or decrease, as applicable, based on the per-Site amounts set forth on the schedule attached as Exhibit “C”, with any change being calculated from the actual date on which Sites are added or deleted as part of the Leased Premises.

	Annual		Monthly
Lease Years    1 -5	$	15,458,400	$	1,288,200
Lease Years    6 - 10	$	17,004,240	$	1,417,020
Lease Years    11 - 15	$	18,704,664	$	1,558,722
Lease Years    16 - 20	$	20,575,130.40	$	1,714,594.20
Lease Years    21 - 25	$	22,632,643.44	$	1,886,053.62
Lease Years    26 - 30	$	24,895,907.78	$	2,074,658.98
Lease Years    31 - 40	$	27,385,498.56	$	2,282,124.88
Lease Years    41 - 65 (if applicable)		As provided in Section 2(d) below
Lease Years    66 and later (if applicable)		As provided in Section 1 above

(c) The first payment of Base Rental is due on the Effective Date, and subsequent payments of Base Rental are due on the first day of each subsequent calendar month throughout the Term. All Base Rental is due and payable in lawful money of the United States and is payable to Landlord at 814 E. Main St., Richmond, VA 23219. Any installments of Base Rental and any other sums payable by Tenant to Landlord under this Lease that remain unpaid for more than thirty (30) days after the date due will bear interest at an annual interest rate of nine percent (9%) commencing on the date due and continuing until paid.

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(d) If the Term is extended beyond Lease Year 40 pursuant to Section 1 above, the Base Rental payable during the first year of each such Extended Term shall be the prevailing fair market rental for comparable leaseholds, taking into account all relevant factors, for similar properties (“Fair Market Rent”) as mutually determined by the parties. Following the first year of such Extended Term, the Base Rental payable during the remainder of such Extended Term shall increase by two percent (2%) on each anniversary of the first day of such Extended Term. In the event the parties are unable to mutually agree upon the Fair Market Rent within twenty (20) days prior to the natural expiration of the then current Term, the Fair Market Rent for the Extended Term in question shall be determined as follows:

(i) Within ten (10) days prior to the expiration of the then current Term, Landlord and Tenant shall each appoint an appraiser. Any appraiser appointed hereunder (whether by a party hereto or by an appraiser so appointed, as hereinafter provided) shall be impartial, have an office in Dallas or Tarrant County, shall have at least ten (10) years’ experience as a real estate appraiser of properties similar to the Leased Premises in the Dallas or Tarrant County area (or shall have at least ten (10) years’ experience in leasing properties similar to the Leased Premises in the Dallas or Tarrant area), and shall be a member of the American Institute of Real Estate Appraisers or a successor or similar organization of recognized national standing, some of whose members are frequently employed for appraisal purposes by federal or state governments. The two appraisers appointed shall meet promptly and attempt to agree on a determination of the Fair Market Rent for the Extended Term in question. The determination of Fair Market Rent by the two appraisers, if they agree, shall be binding on Landlord and Tenant. If the Fair Market Rent determinations of the two appraisers differ by an amount equal to or less than five percent (5%) of the higher of the two determinations of Fair Market Rent, then the Fair Market Rent shall be equal to the arithmetic mean of the two determinations.

(ii) If the two appraisers cannot agree upon the Fair Market Rent for the Extended Term in question within ten (10) days following their appointment, or if their determinations of Fair Market Rent differ by more than five percent (5%) of the higher of the two determinations of Fair Market Rent, then the two appointees shall select a third appraiser, but if they are unable to agree on a third appraiser within five (5) days, then each appraiser shall select the names of two willing persons qualified to be appraisers hereunder and from the four persons so named, one name shall be drawn by lot by a representative of Tenant in the presence of a representative of Landlord, and the person whose name is so drawn shall be the third appraiser. If either of the first two appraisers fails to select the names of two willing, qualified appraisers and to cooperate with the other appraiser so that a third appraiser can be selected by lot, as aforesaid, the third appraiser shall be selected by lot from the two appraisers which were selected by the other appraiser for the drawing. The three appraisers so selected shall confer and immediately proceed to determine the Fair Market Rent for the Extended Term in question. If the three appraisers fail to agree on such Fair Market Rent within ten (10) days after the appointment of the third appraiser, the average of the two determinations of Fair Market Rent which are closer to each other than the third determination of Fair Market Rent shall be the Fair Market Rent for the Extended Term in question.

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(iii) The appraisers selected hereunder shall deliver a signed written report of their appraisal, or the average of the two closer appraisals, as the case may be, to Tenant and Landlord. The fee of the appraiser initially selected by Tenant shall be paid by Tenant, the fee of the appraiser initially selected by Landlord shall be paid by Landlord, and the fee of any third appraiser and any expenses reasonably incident to the appraisal (except attorneys’ fees, which shall be borne by the party incurring the same) shall be shared equally by Tenant and Landlord. Any vacancy in the office of the appraiser appointed by Tenant shall be filled by Tenant, any vacancy in the office of the appraiser appointed by Landlord shall be filled by Landlord, and any vacancy in the office of the third appraiser shall be filled by the first two appraisers in the manner specified above for the selection of a third appraiser.

(iv) If appraisal proceedings are initiated as provided above in order to determine the Fair Market Rent which is applicable to the Extended Term in question, the decision and award of the appraisers as to such Fair Market Rent shall be final, conclusive, and binding on the parties, absent settlement by agreement of the parties prior to the rendering by the appraisers of any such decision and award. If the Fair Market Rent is not finally determined prior to the commencement of the Extended Term in question, Tenant shall pay Base Rental based upon Base Rental theretofore in effect under this Lease until the final determination of the Fair Market Rent for the Extended Term in question occurs as provided above. If the final determination of such Fair Market Rent is different from the amount paid by Tenant, Tenant shall promptly pay to Landlord any deficiency in Base Rental or Landlord shall promptly pay to Tenant any overpayment of Base Rental from the commencement of the Extended Term in question until such final determination.

3. Independent Covenants. The obligations of Tenant hereunder shall be separate and independent covenants and agreements, the Base Rental and all other sums payable by Tenant hereunder shall continue to be payable in all events and the obligations of Tenant hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been abated, terminated, or modified pursuant to a provision of this Lease.

4. Net Lease. This Lease shall be deemed and construed to be a “net lease,” and the Tenant shall pay to the Landlord the rental and the payments hereunder without abatement, deduction or offset, and under no circumstances or conditions, whether now existing or hereafter arising, or whether or not beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder, except as herein otherwise expressly set forth.

5. Condition of Leased Premises. Tenant hereby accepts the Leased Premises from Landlord in its “AS IS”, “WHERE IS” condition without any representation or warranty, expressed or implied, by Landlord, and with all faults. The execution of this Lease by Tenant shall be prima facie evidence that Tenant has inspected the Leased Premises and is thoroughly

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familiar with its condition, and Tenant hereby accepts the Leased Premises as being in good and satisfactory condition and suitable for Tenant’s intended purposes. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND TENANT DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANOTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE.

6. Use of Leased Premises. Tenant may use the Leased Premises including, without limitation, the subsurface thereof, for any legal activities it so chooses, including, without limitation, use as a drilling pad site, salt water disposal facility, processing facility, compressor station, treating facility, and/or storage yard (the “Permitted Use”). Tenant, and its contractors subcontractors, licensees, investees and sublessees, will comply with all applicable laws, ordinances, rules and regulations in connection with Tenant’s use of the Leased Premises (“Laws”). The parties acknowledge that it is the present intent of the parties that, during the Initial Term, Tenant use the Sites, rather than other properties adjoining the Sites the surface estates of which are owned by Tenant (each, with respect to the Site it adjoins, an “Adjoining Property”), for the location of Tenant’s well heads in connection with its drilling operations; accordingly, in the event that Tenant desires to drill upon any Adjoining Property and has not yet drilled on the applicable Site, Tenant shall notify Landlord thereof, whereupon, Tenant shall convey such alternate drill site on the Adjoining Property (“Alternate Site”) to Landlord, Landlord shall convey the Site upon which Tenant has elected not to drill to Tenant, and this Lease shall be amended to delete the Site from, and include the Alternate Site in, the definition of the term “Leased Premises.” Provided however, to the extent Tenant has commenced any operations (including, without limitation, planning, permitting, construction, or drilling) on any Adjoining Properties on or prior to the date hereof, Tenant may continue the same without regard to the foregoing.

7. Utilities. Commencing on the Effective Date, Tenant covenants and agrees to (a) place all billings for Utilities in Tenant’s name and (b) pay fully and promptly all Utility charges billed, if any, for each and every month in the Term. If the beginning or ending of the Term shall fall on any day other than the first or last day of the month, respectively, such amount owed will be adjusted on a pro rata basis. As used herein, the term “Utilities” shall mean all electricity, gas, water, and other utilities furnished to or for the benefit of the Leased Premises.

8. Taxes and Insurance Premiums.

(a) Tenant shall pay as the same become due and payable, and in any event prior to the date on which the same become delinquent, all real estate taxes, ad valorem taxes, paving assessments, sewer, water and other utility charges or assessments and any other tax, charge or assessment, general or special, of any kind whatsoever (“Taxes”) which may be levied, charged, confirmed, imposed or assessed by any taxing or assessing authority against the Leased Premises or any part thereof or any improvements thereto or streets adjacent thereto during the Term, provided that all Taxes which are levied on an annual basis shall be prorated between Landlord and Tenant for the year in which this Lease commences and terminates. Tenant shall be responsible for any and all rollback or similar taxes which may be levied against the Leased

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Premises regardless of the time period for which the rollback tax applies. Tenant is not required to pay or reimburse Landlord for (i) any capital levy, income tax, or profits or margin tax of Landlord, or any similar tax imposed by the State of Texas or any other political or taxing authority, or (ii) any estate, inheritance, transfer, gift, or other tax which may be imposed upon any transfer of Landlord’s interest in the Leased Premises or the Base Rental. Tenant will provide Landlord with proof of payment of all Taxes within sixty (60) days after payment thereof.

(b) Tenant shall pay on or before the date on which the same are due, all insurance premiums and other charges upon the insurance coverages which Tenant is required to maintain in force hereunder and all fees and other amounts due under any licenses, permits and similar documents relating to the Leased Premises.

(c) Landlord agrees that Tenant shall have the right to contest the amount or legality of any Tax which it is obligated to pay under the terms of this Lease and make application for the reduction thereof or of any assessment upon which the same may be based; and Landlord agrees at the request of Tenant to execute or join in the execution of any instrument or document necessary in connection with such contest or application (including, without limitation, Comptroller of Public Accounts Form 50-162-1, “Appointment of Agent for Property Taxes”) provided Landlord does not thereby incur any liability (contingent or otherwise) and Landlord’s title to the Leased Premises is not thereby placed in jeopardy. Tenant shall in all events pay all such contested Taxes (together with all penalties, fines, interest and such other fees and amounts) at least thirty (30) days prior to the date on which the Leased Premises (or any portion thereof) are scheduled for any unstayed foreclosure on account of nonpayment thereof. Additionally, notwithstanding anything to the contrary, Tenant shall have the right to execute one or more agricultural leases or subleases covering all or any portion of any Site, authorizing the tenants or subtenants thereunder to perform grazing, farming or other agricultural activities on such Sites, provided, in each case, such lease may be terminated upon no more than one-years’ notice at no cost to Landlord.

9. Improvements. Landlord agrees that Tenant shall have the exclusive right to, and may from time to time, at its sole cost and expense: (i) make, erect, place and construct on all or any part of the Leased Premises (including, without limitation, the subsurface thereof) such buildings, structures and other improvements and fixtures as Tenant may deem necessary or convenient in connection with the Permitted Use of the Leased Premises including, without limitation, subsurface wellbores; and (ii) make such alterations, demolitions, additions, modifications, and changes, structural or otherwise, in any and all such improvements and fixtures on the Leased Premises (including, without limitation, the subsurface thereof) as it deems necessary or desirable in connection with the Permitted Use. Tenant shall have the right to remove any improvements, fixtures and equipment (including, without limitation, well casings) remaining on or under any Site at any time during this Lease and for a period ending six (6) months after the expiration of the Term as to such Site; provided, however, that upon written notice from Landlord, Tenant shall remove any such improvements within said 6-month period (or longer as may be reasonably necessary to comply with applicable Laws) and return the Site to dressed dirt condition and as otherwise required pursuant to applicable Laws. Any improvements remaining on such Site thereafter (with the exception only of movable trade

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fixtures, furniture, and other movable personal property) will be considered improvements to and become a part of the real estate of the Landlord, and the Tenant shall not have the obligation to remove the same nor to restore such Site to its original condition. Notwithstanding the above, Tenant will comply with all Laws regulating cessation of oil and gas operations, plugging and abandoning oil and gas wells and restoration of the Site. Tenant covenants that any improvement erected by it and all alterations, additions and changes made by it in such improvements will be done, erected or made in a good and workmanlike manner. Tenant shall have no right, power or authority to create, cause or allow any lien of any kind against the fee title of Landlord in and to the Leased Premises. Nothing in this Lease shall be deemed in any way (i) to constitute Landlord’s consent or request, express or implied, that any contractor, subcontractor, laborer or materialman provide any labor or materials for any alteration, addition, improvement or repair to any or all of the Leased Premises, or (ii) to give Tenant any right, power or authority to contract for or permit to be furnished any service or materials, if doing so would give rise to the filing of any mechanics’ or materialman’s lien against any or all of Landlord’s fee estate in the Land, or (iii) to evidence Landlord’s consent that Landlord’s fee estate in the Land be subjected to any such lien. If any third party files notice of such a lien against the fee title of Landlord for work or materials provided to or for Tenant, Tenant shall cause same to be discharged by payment or bonding within thirty (30) days after Tenant’s receipt of written notice of such filing from Landlord. Subject to the foregoing, on the last day of the Term as to any Site, or upon the earlier termination of this Lease as to any Site, Tenant shall leave, surrender and yield to Landlord such Site in good order and repair, reasonable wear and tear excepted.

10. Permits and Cooperation. Landlord shall reasonably cooperate with Tenant generally as necessary in connection with Tenant’s Permitted Use on the Leased Premises, but at no liability or unreimbursed expense to Landlord. Without limiting the generality of the foregoing, in the event that the joinder, consent or approval of Landlord is necessary or desirable in connection with Tenant’s Permitted Use or is required or requested by a common carrier, utility provider, governmental authority or other third party in connection with the issuance of any governmental or other approval, permit or license, any plat, zoning change, dedication, waiver or other document, or for any utility, service or other easement across the Leased Premises, then Landlord agrees to execute and return same to Tenant within fifteen (15) days after Landlord’s receipt of a written request from Tenant, provided Landlord shall not thereby incur any liability or unreimbursed expense in connection therewith. Notwithstanding the above, any plat, replat, zoning change, dedication, or easement beyond that reasonably necessary for Tenant’s Permitted Use and surviving the termination of this Lease, will require Landlord’s prior written consent not be unreasonably withheld or delayed. Landlord hereby consents to the placement and drilling of one or more oil, natural gas, salt water disposal, or other wells at any location on the Leased Premises, regardless of the proximity of such wells to any structure or use on or nearby the Leased Premises. This consent and waiver shall be a covenant running with the Leased Premises, and Landlord specifically hereby additionally agrees to execute, at no cost to Landlord, any high impact gas well waiver or consent, as such may be styled or titled in the future, or any other necessary waiver or consent pursuant to any statute, regulation, ordinance or other requirement of any state, municipality, county, regulatory agency or other governmental or quasi-governmental entity, which may be necessary or convenient in connection with Tenant’s pursuit of a permit to drill an oil, gas or other wells on the Leased Premises.

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11. Repairs. Tenant shall maintain the Leased Premises and all improvements thereon in a good state of repair and condition. Any and all repairs to the Leased Premises shall be made at the expense of Tenant.

12. Signs. Landlord, at its sole cost and expense, shall have the right to place a placard-type sign on all or any of the Sites identifying Landlord as the owner of such Sites; provided, however, that Landlord may only do so after obtaining Tenant’s written approval of the location, size and information contained on any Landlord sign, which approval will not be unreasonably withheld, conditioned, or delayed. Landlord signs must comply with all applicable laws, regulations, ordinances and other governmental requirements, and shall not in any way hinder or interfere with Tenant’s operations on the Sites.

13. Right of Entry. No more than once per year, upon reasonable prior notice to Tenant (or at any time and from time to time without notice if Tenant is in default beyond any applicable cure period hereunder), and subject to Tenant’s reasonable rules and procedures involving entry to its operating sites (including, without limitation, the execution by entering parties of any waivers reasonably requested by Tenant, and the provision by entering parties of commercially reasonable insurance and corresponding indemnities), Landlord shall have the right to enter the Leased Premises for the purpose of confirming Tenant’s compliance with the terms hereof (which may include test borings of the ground and chemical analyses of the air, soil, water, and waste discharges). Notwithstanding anything to the contrary, all such entry shall be coordinated through Tenant and may not interfere with Tenant’s operations on the Leased Premises.

14. Information to be Provided. Within sixty (60) days following the written request of Landlord (but not more than once per year) or at any time while Tenant is in default beyond any applicable cure period hereunder pursuant to this Section 14, Tenant shall provide to Landlord (a) a complete copy (including exhibits and attachments) of any reports or notices required by any environmental law during the preceding calendar year, and which are not legally privileged, made confidential by applicable law, or protected as trade secrets, regarding (i) alleged failure to comply with any Law and/or (ii) the release of any Hazardous Material, and/or solid waste, in, on, or into the environment in violation of any applicable Laws, arising out of the past or present operations at or use of the Leased Premises by Tenant or any party under Tenant’s direction and control; (b) a then current list of all API numbers for wells drilled upon any portion of the Leased Premises; and (c) a copy of any environmental assessments of any portion of the Leased Premises performed by or for Tenant during the previous calendar year.

15. Response and Compliance Actions. If any portion of the Leased Premises or any off-site property is or becomes contaminated or otherwise damaged or injured, as a result of a release of solid waste or Hazardous Material in violation of Laws on, at, or from the Leased Premises by Tenant or by its affiliates, employees, agents, contractors, sublessees, or any other party under Tenant’s direction and control, then Tenant shall (i) notify Landlord of such contamination or damage upon Tenant’s discovery of such contamination or damage, (ii) promptly take reasonable actions to control any such release or contamination, and (iii) promptly take all reasonable actions necessary or required under Laws to mitigate any immediate threat to human health or the environment. Tenant shall thereafter undertake any further repairs or corrective actions, in a timely manner and in full compliance with Laws, as are necessary to remove or remediate contamination in accordance with Laws.

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16. Insurance, Indemnity, and Waiver of Subrogation.

(a) Tenant shall carry, at all times while this Lease is in force, insurance required by applicable law and consistent with prudent industry standards, including broad form blanket contractual liability coverage and a waiver of subrogation to claims against Landlord. Said insurance shall specifically include, but not be limited to, the following:

i. WORKER’S COMPENSATION INSURANCE: covering all employees engaged in operations on the lands subject to this Lease in compliance with the laws of the State of Texas and EMPLOYER’S LIABILITY INSURANCE of not less than $100,000.00 for injuries to or death of more than one employee resulting from any one accident;

ii. GENERAL PUBLIC LIABILITY AND PROPERTY DAMAGE: in connection with all operations conducted hereunder, combined single limit of $1,000,000.00 per occurrence, $2,000,000.00 aggregate. Provided further, that such property damage insurance shall not exclude liability for loss of or damage to property on or above the surface of the earth arising from a blowout or cratering of a gas or oil well;

iii. AUTOMOBILE PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE: in connection with all operations conducted hereunder (including coverage on owned and non-owned automotive equipment) with bodily injury or death limit and damage property of not less than combined single limit of $1,000,000.00 per occurrence, $2,000,000.00 aggregate; and

iv. Umbrella coverage in the amount of at least $5,000,000.00.

v. Environmental pollution liability coverage, as follows:

(1) Tenant shall purchase and maintain in force, from the date of executing this Lease until such time as any well(s) drilled on the Leased Premises is/are plugged and abandoned in accordance with Texas Railroad Commission rules and regulations, insurance for environmental pollution liability applicable to bodily injury, property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed; cleanup costs; and defense, including costs and expenses incurred in the investigation, defense or settlement of claims; all in connection with any loss arising from the insured site. Coverage shall be maintained in an amount of at least Five Million Dollars ($5,000,000.00) per loss, with an annual aggregate of at least Five Million Dollars ($5,000,000.00).

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(2) Coverage shall apply not only to sudden and accidental pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste material or other irritants, contaminants or pollutants, but also, to the extent such coverage is commercially available, to the gradual escape, release and/or migration of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste material or other irritants, contaminants or pollutants over extended periods of time.

(3) If such policies are written on a claims-made basis, Tenant shall maintain continuous coverage and shall purchase extended reporting period insurance when necessary. The extended reporting period of insurance must provide, to the extent commercially available, that any retroactive date applicable to coverage under the policy precedes the effective date of this agreement.

(4) The policy must cover the cost of controlling a well that is out of control, re-drilling or restoration expenses, seepage and pollution damage as first party recovery for the Tenant and related expenses, including, but not limited to, loss of equipment, experts and evacuation of residents. Such coverage shall be maintained in an amount of at least Ten Million Dollars ($10,000,000.00) per occurrence/no aggregate, if available, otherwise an aggregate of $10,000,000.00). One Million Dollars ($1,000,000.00) sub-limit endorsement may be added for damage to property for which the Tenant has care, custody and control.

(b) All policies shall be written on an occurrence basis, except excess or umbrella liability and pollution legal liability, which may be on a claims-made basis. All coverage required in this Lease can be met by a combination of primary, excess, and self insurance. Prior to beginning any operations on the Leased Premises, Tenant shall furnish Landlord certificates of insurance by its insurers in a form reasonably satisfactory to Landlord under all such policies as evidence that all of such insurance is carried and providing that not less than ten (10) days prior written notice of cancellation of such insurance, or any part thereof, will be given to Landlord; which certificates and written notice shall be addressed to Landlord at Landlord’s address below.

(c) Tenant is and shall be in exclusive control of the Leased Premises. Landlord shall not be liable for any loss of or damage to any property or person occurring on, in, about, or in connection with the Leased Premises or any part thereof. Tenant agrees to indemnify, defend and hold harmless Landlord, its partners, agents, servants, directors, officers, employees, and all parties claiming under Landlord (collectively “Indemnitees”), regardless (subject to Landlord’s compliance with the final sentence of Section 13 above) of the negligence or other fault of any of the Indemnitees, whether concurrent, joint, active, or passive (but excluding the sole and gross negligence of any Indemnitee), from and against any and all liabilities, damages, costs, claims, suits, actions and proceedings whatsoever, including but not limited to reasonable attorneys’ fees, arising out of or alleged to arise by reason of injury to or death of any person or damage to or loss of property occurring on, in, or about the Leased Premises or by reason of any other claim whatsoever (including violation of any Laws by Tenant or its successors, assigns, agents, guests, invitees, trespassers, contractors, subcontractors, licensees or sublessees) of any person or party occasioned or alleged to be occasioned in whole or in part by any act or omission on the part of Tenant or its successors, assigns, agents, guests, invitees, trespassers, contractors, subcontractors,

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licensees or sublessees, or by any breach, violation, or nonperformance of any covenant of Tenant under this Lease, or resulting from or in any way arising out of the use or occupancy of the Leased Premises by Tenant, its successors, assigns, agents, guests, invitees, trespassers, contractors, subcontractors, licensees or sublessees, or arising out of any claim related to an uncured Category 1 Post Closing Cure Obligation (as defined in the Purchase and Sale Agreement dated January 21, 2009 between Chesapeake Land Development Company, L.L.C. and Landlord covering the Leased Premises).

(d) Landlord shall never be liable in any manner to Tenant or any other party for any injury to or death of persons or for any loss of or damage to property of Tenant, its employees, agents, customers, invitees, licensees, or to others, whether such loss or damage is occasioned by casualty, theft, or any other cause of whatsoever nature, unless caused by the willful misconduct or gross negligence of Landlord. In no event shall the Landlord ever be liable in any manner to Tenant or any other party as a result of the acts or omissions of Tenant, its successors, assigns, agents, guests, invitees, trespassers, contractors, subcontractors, licensees or sublessees. All personal property upon the Leased Premises shall be at the risk of Tenant only and Landlord shall not be liable for any damage thereto or theft thereof. Tenant hereby waives, releases, and discharges forever Landlord from any and all present and future rights, claims, and causes of action (including any rights, claims, or causes of action pursuant to CERCLA, TSWDA, and other law or common law cause of action providing for cost recovery and/or contribution) Tenant may have against Landlord and other Indemnitees, now or in the future, arising from or relating to the release of solid waste or Hazardous Materials which occurred prior to or after the Effective Date of this Ground Lease Agreement.

(e) No party claiming through Tenant shall have any right or claim against the Landlord for any property damage (whether or not caused by negligence or the condition of the Leased Premises or any part thereof) by way of subrogation or assignment, Tenant hereby waiving and relinquishing any such right. To the extent Tenant insures the Leased Premises, Tenant shall request its insurance carrier to endorse all applicable policies waiving the carrier’s right of recovery under subrogation or otherwise in favor of the Landlord and to provide a certificate of insurance verifying this waiver.

(f) Tenant agrees to indemnify, defend, and hold harmless the Indemnitees from and against any and all liabilities, damages, costs (including but not limited to investigatory, remedial, and government oversight costs), claims, suits, actions and proceedings whatsoever arising out of or alleged to arise in connection with the violation of any environmental law or presence of salt water disposal wells or Hazardous Materials in, on, or under the Leased Premises occasioned or alleged to be occasioned in whole or in part by any act or omission on the part of Tenant or any invitee or licensee of Tenant (including but not limited to acts or omissions of Tenant, its affiliates, contractors, employees, invitees or licensees prior to the Effective Date of this Lease). As used in this Lease: “Hazardous Materials” means (1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund

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Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, or is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance.

(g) Tenants’ indemnities set forth above will survive termination of this Lease with respect to claims accruing or arising during the Term, but not otherwise.

17. Eminent Domain.

(a) In the event all or any portion of any Site is taken or condemned by any public or quasi-public body having the right of eminent domain, Landlord and Tenant shall apportion any award as follows:

(i) Landlord shall receive any part of the award which represents compensation for the value of such Site exclusive of the value of the then existing Improvements;

(ii) Tenant shall receive any part of the award which represents compensation for the value of the then existing Improvements as well as all compensation for Tenant’s personal property and any moving expenses.

(b) In the event any portion of any Site is taken or condemned and such taking or condemnation materially interferes with Tenant’s Permitted Use (as defined herein or as may then be currently conducted), Tenant shall have the right to terminate this Lease as to such Site by providing written notice to Landlord within sixty (60) days of such condemnation or taking whereupon, Base Rental with regard to such Site shall cease as of such termination. In the event this Lease is not terminated as to such Site in accordance with the foregoing, Base Rental will not be adjusted as a result of any taking or condemnation.

(c) Notwithstanding the foregoing, Landlord and Tenant agree to seek separate awards in any condemnation proceedings and to use their respective best efforts to see that separate awards are made at all stages of the proceedings. If the order or decree in any condemnation proceeding fails to state separately the amount to be awarded to Tenant or if the court is prohibited by law from making separate awards, then the compensation awarded for the taking of all or any part of any Site shall be allocated in accordance with Section 17(a) above.

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(d) Tenant has primary responsibility for dealing with a condemning authority in any condemnation proceedings, but Tenant shall not make any settlement with the condemning authority nor convey or agree to convey the whole or any portion of any Site to such authority in lieu of condemnation without first obtaining the written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed) provided that Landlord receives (i) not less than the fair market value of the portion of any Site taken at the time and (ii) a reasonable amount for any diminution in value of the remaining portion of the Land.

18. Defaults.

(a) An event of default by Tenant shall occur if one or more of the following events shall occur:

(i) If Tenant shall fail to pay Base Rental or any other amounts due to Landlord hereunder when due and such failure shall continue for a 10-day period after Landlord shall have given Tenant written notice of Tenant’s failure to pay, provided, Landlord shall only be required to give such notice twice during any Lease Year.

(ii) If Tenant shall fail to perform any of its other obligations under this Lease and such failure shall continue for a 30-day period after Landlord shall have given Tenant written notice of its failure to perform. However, if Tenant’s failure cannot reasonably be cured by Tenant within said 30-day period, an event of default shall not occur if Tenant commences to cure such failure within the 30-day period and diligently thereafter prosecutes the cure to completion within a reasonable period of time after the 30-day period.

(iii) Tenant or any guarantor of this Lease becomes insolvent, files a petition for protection under the U.S. Bankruptcy Code (or similar law) or a petition is filed against Tenant or any guarantor under such laws and is not dismissed within sixty (60) days after the date of such filing, makes a transfer in fraud of creditors or makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts when due.

(iv) Tenant shall be in default beyond any notice and cure period pursuant to any Leasehold Mortgage or Tenant’s leasehold estate is foreclosed upon by any Leasehold Mortgagee.

(b) If an event of default by Tenant shall have occurred under the terms of Section 18(a) above, Landlord shall have the right, in addition to all other remedies available at law or equity, to pursue one or more of the following (subject, however, to the rights of a Leasehold Mortgagee set forth in this Lease and clause (c) below):

(i) Do whatever Tenant is obligated to do under this Lease and enter the Site(s) affected by such default, without being liable for prosecution or any claim for damages therefor, to accomplish such purpose. Tenant shall reimburse Landlord immediately upon demand for any expenses which Landlord incurs in thus effecting compliance with this Lease on Tenant’s behalf, together with interest thereon at the highest lawful rate from the date Landlord incurs the expense in question until Landlord is reimbursed therefor.

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(ii) Seek injunctive relief or specific performance of Tenant’s obligations hereunder, as applicable.

(iii) Subject to clause (c) below, terminate this Lease, in which event Tenant’s default shall be deemed a total and entire breach of Tenant’s obligations under this Lease and Tenant immediately shall become liable for damages in an amount equal to (A) the total Base Rental for the remainder of the Term, discounted at the Prime Rate to the then present value, together with all other expenses incurred by Landlord in connection with Tenant’s default, and the unpaid rental due as of the date of termination, less (B) the fair market rental value of the Leased Premises for the balance of the Lease Term, discounted at the Prime Rate to the then present value. It is acknowledged, intended and agreed that the amounts which Landlord is entitled to recover under this Section constitute liquidated damages and not a penalty for Tenant’s defaults related to nonpayment of rental. Such amounts constitute the parties’ best, good faith, and reasonable estimate of the damages which would be suffered by Landlord in the event any such default occurs, the exact amount of such damages being difficult or impractical to calculate. As used herein, “Prime Rate” means (x) the per annum “prime rate” of interest as published, on the date on which this Lease is terminated in accordance with this Section 18, by The Wall Street Journal, Southwest Edition, in its listing of “Money Rates”, or (y) if The Wall Street Journal, while still in publication, is not published on the date on which this Lease is terminated, then the “prime rate” of interest as published in The Wall Street Journal on the most recent date prior to the date on which this Lease is so terminated, or (z) if The Wall Street Journal is no longer published on the date on which this Lease is terminated, the “bank prime loan” rate (being the rate posted by a majority of top 25 [by assets in domestic offices] insured U.S.- chartered commercial banks) as posted in the Federal Reserve Statistical Release for the week in which the date of Lease termination occurs.

(c) Notwithstanding anything to the contrary, Landlord shall have no right to terminate this Lease or evict Tenant from any portion of the Leased Premises pursuant to the foregoing unless and until (i) an event of default has occurred pursuant to Section 18(a) above, and (ii) the failure giving rise to the event of default shall continue for a 10-day period after Landlord has delivered a subsequent notice to Tenant that Landlord intends to pursue the remedy provided by clause (b)(iii) above (“Notice of Intent to Terminate”); provided, however if the event of default for which Landlord desires to pursue a termination of this Lease is a default pursuant to Section 18(a)(i) above, Landlord shall not be required to deliver a second Notice of Intent to Terminate in any Lease Year if Landlord has previously in such Lease Year delivered a Notice of Intent to Terminate as a result of a default pursuant to clause (a)(i). Further, in the event that Landlord delivers a Notice of Intent to Terminate for a default pursuant to Sections 18(a)(ii) or 18(a)(iv) above, Tenant shall have the right to elect to purchase any Site from which the alleged default arises pursuant to and in compliance with Section 25 below (provided, Tenant has not already repurchased the maximum number of Sites permitted thereby) by delivery of a written election to Landlord within 30 days after receipt of Landlord’s Notice of Intent to Terminate, whereupon, so long as Tenant is proceeding to purchase the Site pursuant to and in compliance with said Section 25, Landlord shall be stayed from pursuing any remedy pursuant to this Section 18.

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(d) In the event Landlord employs an attorney to collect past due Base Rental or other payments due to Landlord hereunder, Landlord shall also be entitled to recover its reasonable attorneys fees and expenses incurred in connection therewith. In any case where Landlord or Tenant employs attorneys to protect or enforce its rights hereunder and litigation results, then the non-prevailing party agrees to pay the reasonable attorney’s fees and expenses incurred by the prevailing party. In the event of a bankruptcy proceeding wherein Tenant is a debtor, Tenant shall be additionally liable for all reasonable attorneys’ fees and expenses incurred by Landlord in any such bankruptcy proceeding.

(e) Subject to clause (c) above, pursuit by Landlord of any of the remedies provided for above shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law or equity, nor shall pursuit by Landlord of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. Landlord’s acceptance of rent following a default hereunder shall not be construed as Landlord’s waiver of such default.

(f) No waiver of any covenant of this Lease or a breach of such covenant shall constitute a waiver of any other covenant or any other breach of said covenant.

19. Bankruptcy of Tenant.

(a) If Tenant files a petition for bankruptcy liquidation, including a petition under Chapter 7 of the Bankruptcy Code, or any successor chapter thereto, and the Trustee in bankruptcy elects to assume this Lease, or seeks to assume and assign this Lease, such assumption and/or assignment shall be made subject to subparagraphs (b) and (c) below. If the Trustee fails to assume this Lease within sixty (60) days after the filing of the petition in bankruptcy, this Lease shall be deemed to have been rejected. Subject only to the provisions below relating to the rights of any Leasehold Mortgagee, Landlord shall be thereupon immediately entitled to possession of the Leased Premises, and shall have no further obligation to Tenant or Trustee, and this Lease shall be canceled, but Landlord’s right to be compensated for damages in such liquidation proceeding shall survive.

(b) In the event that a petition for reorganization is filed concerning the Tenant, whether through a voluntary petition, an order granting an involuntary petition or through conversion of a case from any other chapter, including any such reorganization case under Chapter 11 of the Bankruptcy Code, or any successor chapter thereto, the Tenant, as Debtor-in-Possession, or any Trustee, must elect to assume this Lease within seventy-five (75) days from the date on which the voluntary petition was filed or the order for relief was entered. No election to assume this Lease, under any Chapter of the Bankruptcy Code, shall be effective unless each of the following conditions, which Landlord and Tenant acknowledge and stipulate are commercially reasonable in the context of a bankruptcy proceeding of Tenant, have been satisfied, and Landlord has so acknowledged in writing:

(i) The Trustee or the Debtor-In-Possession has cured, or has provided Landlord adequate assurance (as defined below) that: (1) within ten (10) days from the date of such assumption, all monetary defaults under this Lease will be cured; and (2) within thirty (30) days from the date of such assumption, all non-monetary defaults under this Lease will be cured.

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(ii) The Landlord has been compensated, or has been provided with adequate assurance (as defined below) that within ten (10) days from the date of assumption, Landlord will be compensated for any pecuniary loss incurred by Landlord arising from the default of Tenant, the Trustee or the Debtor-In-Possession as recited in Landlord’s written statement of pecuniary loss sent to the Trustee or Debtor-In-Possession.

(c) The Landlord has been provided with adequate assurance of the future performance of each of the Tenant’s obligations under this Lease. Unless otherwise agreed in writing agreed by Landlord, such adequate assurance shall include the payment of a sum equal to the Basic Rental for the twelve (12) month period immediately preceding the date of assumption within ten (10) days of such assumption. The Tenant or Trustee-in-bankruptcy shall promptly perform and honor all post-petition obligations relating to this Lease. With respect to the calendar month in which the petition in bankruptcy is filed, the Tenant or Trustee-in-bankruptcy shall pay any obligation for that month on a pro rata basis based on the number of days in such calendar month after the filing of the petition. When, pursuant to the Bankruptcy Code or other applicable bankruptcy law, the Trustee or Debtor-In-Possession shall be obligated to pay reasonable use and occupancy charges for the use of the Leased Premises or any portion thereof, such charges shall not be less than the full consideration (whether monetary or non-monetary) provided in this Lease, including the appropriate Base Rental, which the parties agree and stipulate to constitute a reasonable compensation.

(d) If the Lease is rejected, and subject only to the rights of a Leasehold Mortgagee as set forth in this subparagraph, the Lease shall be deemed as terminated for all other purposes, subject to the rights of any Leasehold Mortgagee under a nondisturbance agreement between Landlord, Tenant, and the Leasehold Mortgagee.

(e) Neither Tenant’s interest in this Lease, nor any lesser interest of Tenant herein, nor any estate of Tenant hereby created, shall pass to any trustee, receiver, assignee for the benefit of creditors, or any other person or entity, or otherwise by operation of law under the laws of any state having jurisdiction of the person or property of Tenant (hereinafter referred to as the “state law”) unless Landlord shall consent to such transfer in writing. No acceptance by Landlord of rent or any other payments from any trustee, receiver, assignee, person or other entity shall be deemed to have waived, nor shall it waive the need to obtain Landlord’s consent of Landlord’s right to terminate this Lease for any transfer of Tenant’s interest under this Lease without such consent.

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(f) Subject to the right of Tenant or any Leasehold Mortgagee to cure as permitted in this Lease, in the event the estate of Tenant created hereby shall be taken in execution or any other process of law, or if a Receiver or Trustee of any property of Tenant or guarantor of this Lease shall be appointed under state law by reason of Tenant’s or guarantor’s insolvency or inability to pay its debts as they become due or otherwise, or if any assignment shall be made of Tenant’s or guarantor’s property for the benefit of creditors under state law, then and in such event, Landlord may, at its option, terminate this Lease and all rights of Tenant hereunder by giving Tenant written notice of the election to so terminate within thirty (30) days after the occurrence of such event.

20. Assignment, Sublease or Mortgage. Tenant may assign this Lease, in whole but not in part, or sublease all or any portion of one or more Sites, to an affiliate of Tenant without the consent of Landlord; provided, however, no assignment or sublease shall relieve Tenant of its obligations hereunder, and in the event of an assignment or sublease, Tenant shall provide Landlord with written notice thereof. As used herein, the term “affiliate” means (i) a corporation, joint venture, partnership, or other entity that owns more than 10% of the outstanding voting interest of Tenant or Guarantor or in which Tenant or Guarantor owns more than 10% of the outstanding voting interest; or (ii) a corporation, joint venture, partnership, or other entity in which, together with Tenant and Guarantor, more than 10% of the outstanding voting interest of both the Tenant, Guarantor and the other corporation, joint venture, partnership, or other entity is owned or controlled by the same person, or group of persons. Except as provided above, Tenant may not assign this Lease, in whole or in part (as to one or more Sites) or sublease all or any portion of one or more Sites without Landlord’s prior written consent, which consent will not be unreasonably withheld or delayed. Landlord shall have the absolute right to sell or otherwise transfer or mortgage or otherwise encumber all or any part of the fee estate of the Leased Premises; provided, however, any such sale, transfer or mortgage or other encumbrance arising or occurring after the Effective Date shall be made expressly subject to this Lease and all of Tenant’s rights hereunder. Alternatively, if Landlord proposes to transfer a Site or Sites, at Landlord’s request Tenant will enter into a new lease with the transferee covering the transferred property in the form of this Lease for the remainder of the Term. In the event of a sale or sales of all or a part of the Leased Premises and assumption of liability by the transferee, Landlord will be relieved thereafter of any further liability under this Lease. Each of Landlord and Tenant agree to grant in favor of any mortgagee of the other reasonable estoppels, non-disturbance agreements, default cure periods and other similar rights in form and content approved by Landlord and Tenant in their reasonable discretion.

21. Memorandum of Ground Lease. Landlord and Tenant shall execute a Memorandum of Lease in the form attached hereto as Exhibit “B” (“Memorandum”) which will be filed of record in the Real Property Records of the county or counties in which the Leased Premises are situated.

22. Encumbrances. This Lease is subject to validly existing and enforceable rights, interests, and estates, if any do in fact exist, and only to the extent that the same in fact do exist, of third parties in connection with all easements, rights-of-way, liens, royalties, and other encumbrances, if any, relating to the Leased Premises, which are currently in effect and of record in the office of the County Clerk in the county or counties in which the Leased Premises are

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situated. After the date hereof, Landlord shall not place or permit any encumbrance on title to the Land without the prior written consent of Tenant (which may not be unreasonably withheld, conditioned or delayed); provided, however, notwithstanding the foregoing, upon the request of Landlord, Tenant agrees to execute any instruments, subordinations or other documents that may be reasonably required by any mortgagee of Landlord for the purpose of subjecting and subordinating this Lease to the lien of any such mortgage or deed of trust so long as such provides that Tenant’s use, possession and enjoyment of the Leased Premises shall not be interfered with or adversely affected so long as Tenant is not in default hereunder beyond any applicable notice and cure period. Additionally, without the prior written approval of Tenant, which may be withheld in Tenant’s sole discretion, Landlord shall have no right to use or grant to others any interest in or right to use any portion of the Leased Premises including, without limitation, the subsurface thereof, as any such rights are hereby conveyed to Tenant.

23. Notices.

(a) Each provision of this Lease or of any applicable governmental laws, ordinances, regulations and other requirements with reference to the sending, mailing or delivering of notice or the making of any payment by Landlord to Tenant, or with reference to the sending, mailing or delivering of any notice or the making of any payment by Tenant to Landlord, shall be deemed to be complied with when and if this Section 23 is strictly complied with. Any notice under this Lease must be written. Notices must be either (i) hand-delivered to the address set forth below for the recipient; or (ii) placed in the United States certified mail, return receipt requested, addressed to the recipient as specified below; or (iii) deposited with an overnight delivery service, addressed to the recipient as specified below; or (iv) telecopied by facsimile transmission to the party at the telecopy number listed below, provided that the transmission is followed with a copy sent by overnight delivery to the address specified below. Any notice is effective three (3) days following deposit with the U.S. Postal Service or the day following deposit with the overnight delivery service, as applicable; all other notices are effective upon receipt.

(b) Tenant’s address for all purposes under this Lease is:

Chesapeake Operating, Inc.

Attn: Director of Real Estate

6100 N. Western Avenue

Oklahoma City, Oklahoma 73118

Reference: Apple Ground Lease

Telephone: (405) 935-8478

Telecopy: (405) 849-8478

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    with a copy to:

Chesapeake Energy Corporation

Attn: General Counsel

6100 N. Western Avenue

Oklahoma City, Oklahoma 73118

Reference: Apple Ground Lease

Telephone: (405) 935-9400

Telecopy: (405) 849-9400

    with a copy to:

Chesapeake Energy Corporation

Attn: Accounting

6100 N. Western Avenue

Oklahoma City, Oklahoma 73118

Reference: Apple Ground Lease

Telephone: (405) 848-8000

Telecopy: (405) 849-4164

(c) Landlord’s address for all purposes under this Lease is:

Apple Nine Ventures Ownership, Inc.

Attn: David McKenney

814 East Main Street

Richmond, Virginia 23219

Telephone: (804) 344-8121

Telecopy: (804) 344-8129

    with a copy to:

Apple Nine Ventures Ownership, Inc.

Attn: David Buckley

814 East Main Street

Richmond, Virginia 23219

Telephone: (804) 344-8121

Telecopy: (804) 344-8129

(d) Either party may designate another address for this Lease by giving the other party at least five (5) business days’ advance notice of its address change. A party’s attorney may send notices on behalf of that party, but a notice is not effective against a party if sent only to that party’s attorney.

24. Holding Over. If Tenant should remain in possession of the Leased Premises after the expiration of the Term without the execution by Landlord and Tenant of a new lease, then Tenant shall be deemed to be occupying the Leased Premises as a tenant at sufferance, subject to all the covenants of this Lease; provided, however, that the Base Rental for such holdover period shall be set at one hundred and fifty percent (150%) of the then-current Base Rental rate, plus any escalations that occur during that period.

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25. Tenant’s Option to Purchase.

(a) Landlord, in consideration of the rent to be paid and the covenants and agreements set forth herein to be kept and performed by Tenant, and for other good and valuable consideration, the receipt of which is hereby acknowledged, does hereby grant to Tenant the exclusive right and option (the “Option”) to purchase from Landlord, subject to the terms and conditions set forth herein, all or any portion of the Leased Premises on a Site-by-Site basis.

(b) Tenant may exercise the Option multiple times as to one or more Sites in each instance, at any time during the Term (provided, Tenant may not exercise options for more than a number of Sites equal to 30 less (y) the positive difference between 110 and (z) the actual number of Sites subject to this Lease at the time of the Outside Final Closing Deadline (as defined in that certain Purchase and Sale Agreement, between Chesapeake Land Development Company, L.L.C. and Apple Nine Ventures, Inc., dated January 21, 2009); in any event no more than ten (10) Producing Sites [as defined below] may be repurchased pursuant to this Section 25). Tenant shall not have the right to exercise the Option during any period where an event of default pursuant to Sections 18(a)(i) or 18(a)(iii) has occurred and is continuing. In order to exercise the Option, Tenant shall give written notice (the “Option Notice”) of such election to Landlord, which shall include a description of the Site(s) to be purchased by Tenant, and, if the option is being exercised pursuant to a Notice of Intent to Terminate, such election must include the concurrent delivery of all monetary sums then owed to Landlord comprising any such prior default. On the first to occur of the date that is designated in the Option Notice or the date that is sixty (60) days after the delivery of the Option Notice to Landlord (the “Closing Date”), Landlord shall sell and convey to Tenant, and Tenant shall purchase and accept from Landlord, the Site(s) described in such Option Notice, subject to the terms and conditions set forth herein (the “Closing”) As used herein, a “Producing Site” is a Site upon which a natural gas well exists that is producing natural gas in paying quantities or upon which shut-in payments are being paid as of the date of the Option Notice.

(c) (i) The total purchase price (the “Purchase Price”) to be paid by Tenant to Landlord for each Site covered by an Option Notice if Tenant exercises the Option shall be an amount equal to the purchase price set forth below:

(A) If the Option Notice is delivered on or before the date that is sixty (60) months after the Effective Date of this Lease, then the Purchase Price for all Sites covered by such Option Notice shall be ONE MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($1,400,000.00) per Site.

(B) If the Option Notice is delivered after the date that is sixty (60) months after the Effective Date of this Lease, then the Purchase Price for all Sites covered by such Option Notice shall be ONE MILLION NINE HUNDRED THOUSNAND AND NO/100 DOLLARS ($1,900,000.00) per Site.

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(ii) Commencing on the date that Tenant exercises the Option as provided above and continuing until the Closing Date, Tenant and its agents may conduct such tests, studies, inspections, surveys, environmental assessments, surveys and title reviews (“Inspections”) as Tenant may desire to obtain or perform relating to title to the Site(s) covered by the Option Notice or the physical condition of such Site(s) or any other element or aspect of such Site(s), and Landlord hereby grants Tenant and its agents permission to perform such Inspections. Within ten (10) days after delivery of the Option Notice to Landlord, Landlord shall furnish to Tenant (disclaiming any expressed or implied warranty or representation as to the truth or accuracy thereof) copies of all documents, studies, plats, reports, leases and tests relating to the Site(s) covered by the Option Notice in Landlord’s physical possession, including, without limitation, the following: all environmental reports, engineering studies, geotechnical investigations or reports, existing surveys and plans. If Tenant, in its sole discretion, concludes that title to or the physical condition of the Site(s) covered by the Option Notice or any other element or aspect of such Site(s) is not acceptable, Tenant may terminate its obligations with respect to the purchase of such Site(s) under the Option by providing written notice to Landlord. Any remedy provided Tenant in this paragraph is in addition to (and not in lieu of) any other remedy provided Tenant under this Lease.

(d) (i) At the Closing, all of the following shall occur, all of which shall be deemed concurrent conditions:

(A) Landlord shall convey to Tenant (or Tenant’s designee) good and indefeasible fee simple title to the Site(s) covered by the Option Notice by Special Warranty Deed and, where appropriate, bills of sale and/or assignments, all in form and substance reasonably acceptable to Tenant, subject only to all matters of record as of the Effective Date of this Lease and any other matters approved by Tenant (the “Permitted Encumbrances”), but in any event free and clear of all liens and monetary encumbrances other than those which secure payment of the then current real property taxes levied against the Site(s) covered by the Option Notice.

(B) Tenant shall deliver the Purchase Price.

(C) Landlord shall deliver possession of the Site(s) covered by the Option Notice to Tenant (or Tenant’s designee), free and clear of all tenancies and parties in possession and this Lease shall terminate as to such Site(s) (and the Base Rental set forth in Section 2 above shall be reduced by the applicable amount based on the per Site adjustments provided in Exhibit “C”), but shall remain in effect as to all Sites not covered by the Option Notice.

(ii) Each party shall timely deposit such deposits, monies, and documents with the title company of Landlord’s and Tenant’s choice as may be reasonably requested by said title company or as are necessary for the conveyance of the Site(s) covered by the Option Notice in accordance with the terms set forth herein. After the Closing, Tenant and Landlord agree to promptly execute such further documentation and take such further acts as are reasonably required to accomplish or properly document or verify the conveyance of the Site(s) covered by the Option Notice in accordance with the terms contained herein.

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(iii) At the Closing, Landlord shall deliver to Tenant (or Tenant’s designee) an owner policy of title insurance issued by the title company referenced above for the Purchase Price insuring that, upon Closing, Tenant is the owner of good and indefeasible fee simple title to the Site(s) covered by the Option Notice, subject only to the Permitted Encumbrances. Landlord and Tenant shall each pay one-half (1/2) of the following expenses: the basic title premium for the title policy; recording fees; transfer taxes; escrow fees; and all other closing costs. All ad valorem and similar taxes and assessments relating to the Site(s) covered by the Option Notice shall be paid by Tenant. Each party shall pay the fees incurred by its own legal counsel.

(e) (i) Unless earlier terminated as provided herein, the rights granted in this Section 25, shall terminate and shall be of no further force or effect 21 years less one day after the death of the last survivor of any of the descendants of Queen Elizabeth II of England living on the date of execution of this Lease.

(ii) If Landlord fails or refuses to consummate the sale of the Site(s) covered by the Option Notice pursuant to the Option at the Closing or fails to perform any of Landlord’s other obligations hereunder either prior to or at the Closing for any reason other than the termination of the transaction by Tenant pursuant to a right so to terminate expressly set forth in this Section 25 or Tenant’s failure to perform Tenant’s obligations under this Section 25, then Tenant shall have the right, as its sole remedies, to either (i) seek to enforce specific performance of Landlord’s obligations under this Section 25 (provided, if specific performance of all of Landlord’s obligations under this Section 25 is not available to Tenant, to exercise any other right or remedy Tenant may have at law or in equity by reason of such default, including but not limited to, the recovery of reasonable attorneys’ fees incurred by Tenant in connection therewith), or (ii) terminate all obligations with respect to the purchase of the Site(s) covered by the Option Notice under the Option by giving written notice thereof to Landlord prior to or at the Closing whereupon neither party hereto shall have any further rights or obligations under this Section 25 with regard to such Site.

(f) Notwithstanding anything to the contrary herein, if Tenant exercises the Option as to one or more Site(s), Tenant’s Option shall remain in full force and effect as to all other Sites.

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26. Rights of Leasehold Mortgagee.

(a) Provided that the following conditions are met, Tenant may, without Landlord’s consent, (x) mortgage, pledge, grant deeds of trust, or otherwise encumber the improvements and the leasehold estate created by this Lease and all or any portion of Tenant’s right, title, and interest under this Lease, and (xx) assign, hypothecate, or pledge the leasehold estate created by this Lease and the improvements as security for the payment of any debt (each a “Leasehold Mortgage”) to any holder or holders from time to time of a promissory note or notes evidencing a bona fide loan, payable to the order of a third party, and secured by a valid first or second lien deed of trust upon the leasehold estate created by this Lease (each a “Leasehold Mortgagee”). The conditions to Tenant’s right to encumber the improvements and the leasehold estate are as follows:

(i) No mortgagee, trustee, or other person claiming by, through, or under any Leasehold Mortgage may ever acquire any greater right in the Leased Premises than Tenant has under this Lease, except for the rights expressly granted to a Leasehold Mortgagee under the terms of this Lease.

(ii) Any Leasehold Mortgage must at all times be subject to all of the conditions, covenants, and obligations of this Lease and to all of the rights of Landlord under this Lease, except as specifically provided to the contrary in this Lease.

(iii) No Leasehold Mortgage may extend to the fee title or the reversionary interest or estate of Landlord in the Leased Premises.

(b) Landlord consents to the following provisions being included in any Leasehold Mortgage for the benefit of a Leasehold Mortgagee, at the option of Tenant:

(i) An assignment of Tenant’s share of the net proceeds from any award or other compensation resulting from a total or partial (other than temporary) taking as set forth in Section 10 of this Lease;

(ii) The entry of any Leasehold Mortgagee upon the Leased Premises during business hours, without notice to Landlord or Tenant, to view the state of the Leased Premises;

(iii) A default by Tenant under this Lease constituting a default under any Leasehold Mortgage;

(iv) A collateral assignment to any Leasehold Mortgagee of any sublease and any rents payable to Tenant under any sublease.

(c) If the mortgagee or trustee of any Leasehold Mortgage gives Landlord written notice that a Leasehold Mortgage has been executed by Tenant and furnishes Landlord with the address to which copies of notices are to be mailed, Landlord will use its best efforts to thereafter mail to the mortgagee or trustee at the address so given duplicate copies of all written notices that Landlord serves upon Tenant pursuant to the terms of this Lease, but failure to do so will not be a default under this Lease.

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27. Agreement to Execute and Deliver Amendments. If any of the following events occur during the Term of this Lease, Landlord and Tenant shall, within fifteen (15) days after receipt of a written request from the other party, execute an amendment to this Lease evidencing such revisions, along with a recordable Memorandum of such amendment, both in forms reasonably acceptable to Landlord and Tenant:

(a) One or more Site(s) are added or deleted as part of the Leased Premises pursuant to that certain Purchase and Sale Contract dated January 21, 2009 by and between Chesapeake Land Development Company, L.L.C. and Landlord (the “Contract”) or any provision of this Lease;

(b) Tenant exercises its Option to purchase one or more Site(s) and this Lease is thereby terminated as to such purchased Site(s);

(c) This Lease is otherwise terminated as to one or more Site(s) pursuant to the Contract or the terms of this Lease;

(d) This Lease is otherwise amended or altered in any way.

If such event involves an increase or decrease in the number of Sites subject to this Lease, then the amendment shall include a new schedule setting forth the increased or decreased Base Rental due hereunder, based on the per-Site amounts set forth on the schedule attached as Exhibit “C”.

28. Entire Agreement. This instrument constitutes the entire agreement and understanding between the parties hereto, and no representations except as herein expressly set forth have been made by any party to the other. This Lease cannot be modified or cancelled except in writing.

29. Texas Law. This Lease and the obligations of the parties hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of Texas, and venue for any action brought hereunder shall be in any one of the counties in which a portion of the Leased Premises are situated.

30. Successors and Assigns. All covenants and agreements contained in this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

31. Rule of Construction. The parties acknowledge that each party and its counsel have reviewed this Lease, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any amendments or exhibits hereto.

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32. Single Lease. Although this Lease covers multiple Sites, Landlord and Tenant hereby expressly acknowledge and agree that this Lease is intended by both parties to be deemed a single integrated Lease covering all Sites and shall not be deemed as severable into separate leases covering each of the Sites.

33. Counterparts. This Lease may be executed in two or more separate counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures on counterparts of this Lease that are transmitted by fax or by electronic mail shall be deemed effective for all purposes.

34. Severability. If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforce do the fullest extent permitted by law.

35. No Mortgage or Joint Venture. Tenant and Landlord acknowledge and agree that this Lease is, in fact, a lease arrangement, and does not constitute a loan or a joint venture, and that Tenant has been represented by experienced legal counsel, who has advised Tenant of the rights and duties of Tenant. Tenant will not assert that the transaction evidenced hereby is, or attempt to recharacterize such transaction as, a loan or a joint venture if Landlord or Landlord’s mortgagee subsequently seeks to enforce its legal rights as a landlord.

36. Time is of the Essence. Time is of the essence of this Lease.

37. Limited Guaranty. Contemporaneously with the execution of this Lease, Chesapeake Energy Corporation, an Oklahoma corporation (“Guarantor”), has executed a Guaranty (herein so called) covering Tenant’s obligations, accruing under this Lease.

38. Limitation of Landlord’s Liability. Tenant agrees to look solely to Landlord’s interest in the Leased Premises for the recovery of any judgment against Landlord (and Landlord’s shareholders, venturers, and partners, and their shareholders, venturers, and partners, and all of their officers, directors, and employees) arising from any breach or default by Landlord of any term or provision of this Lease, and Landlord shall not be personally liable for any such judgments or deficiency after execution thereon. The limitation of liability contained in this Paragraph 38 shall apply equally and inure to the benefit of Landlord, its successors, and their respective present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents, and employees, and their respective heirs, successors, and assigns.

39. No Merger of Title. Except upon expiration of the term of this Lease or upon termination of this Lease pursuant to express right to do so set forth herein, there shall be no merger of this Lease nor of the leasehold estate created by this Lease with the fee estate in the Leased Premises or any part thereof by reason of the fact that the same person may acquire or own or hold, directly or indirectly, (a) this Lease or the leasehold estate created by this Lease or any interest in this Lease or in any such leasehold estate (including any Improvements now or hereafter situated upon the Leased Premises), and (b) the

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fee estate in the Leased Premises or any part thereof or any interest in such fee estate (including any reversionary interest in any Improvements now or hereafter situated upon the Leased Premises), unless and until all person having any interest in (i) this Lease or the leasehold estate created by this Lease, and (ii) the fee estate in the Leased Premises or any part thereof, shall join in a written instrument effecting such merger and shall duly record the same.

40. Confidentiality. Landlord shall not disclose the Purchase Price under the Contract or the amount of Base Rental to be paid by Tenant pursuant to this Lease to any appraisal district or taxing authority without Tenant’s prior written consent, unless required by law or court order.

41. Surface Use. On or before the Effective Date of this Lease, Chesapeake Exploration, L.L.C., an Oklahoma limited liability company (“CELLC”) and Chesapeake Royalty, L.L.C., an Oklahoma limited liability company (“CRLLC”) have executed a Waiver of Surface Rights in the form attached hereto as Exhibit “D” (the “Surface Waiver”). If, during the Term of this Lease, it is determined that any affiliate of Tenant other than CELLC and CRLLC holds any leasehold or ownership interest in the oil, gas or other minerals in and under all or any portion of the Leased Premises (other than this Lease) which would allow such affiliate to access the surface of all or any portion of the Leased Premises, then Tenant shall cause such affiliate to execute a Surface Waiver in form substantially similar to the form attached hereto as Exhibit “D”.

42. Leases and Impositions.

(a) To the extent any lease, sublease or other occupancy agreement (each, an “Occupancy Agreement”) affecting any portion of the Leased Premises exists as of the date of the Preliminary Closing (as defined in the Purchase Contract), Tenant shall comply with and perform all of the obligations of the landlord, lessor, sublessor or grantor, as the case may be, thereunder and TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, COSTS, CLAIMS, SUITS, ACTIONS AND PROCEEDINGS WHATSOEVER ARISING OUT OF OR ALLEGED TO ARISE OUT OF ANY AND ALL OCCUPANCY AGREEMENTS.

(b) Tenant shall comply with and be solely responsible at its sole cost and expense for all costs, obligations and requirements of any covenants, conditions, restrictions, REAs, maintenance agreements or other similar documents applicable to all or any portion of the Leased Premises. As between Landlord and Tenant, Tenant shall have all rights of “landlord” under the Occupancy Agreements with regard to rentals accruing thereunder which it may collect and retain.

[Signatures on following page]

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Executed to be effective as of the Effective Date.

LANDLORD:
Apple Nine Ventures Ownership, Inc.,
a Virginia corporation
By:	/s/ David McKenney
Name:	David McKenney
Title:	Vice President
Date:	April 3, 2009

TENANT:
Chesapeake Operating, Inc.,
an Oklahoma corporation
By:	/s/ Henry J. Hood
	Henry J. Hood, Senior Vice President –
	Land & Legal and General Counsel
Date:	April 3, 2009

EXHIBIT “A”
TO GROUND LEASE AGREEMENT

DESCRIPTION OF THE LEASED PREMISES

[Descriptions begin on the following page]

SITE 4

BEING a tract of land situated in the J. R. Wallace Survey, Abstract No. 1699, in the City of Fort Worth, Tarrant County, Texas, and being a portion of Lot 1, Block 1, Menasco Manufacturing Company Addition, an addition to City of Fort Worth, Tarrant County, Texas according to the plat thereof recorded In Volume 388-133, Page 93, Plat Records, Tarrant County, Texas, and also being a portion of a called 6.813 acre tract deeded to Chesapeake Exploration, LLC, recorded in Instrument Number D208430030, Deed Records, Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod with plastic cap stamped “HALFF & ASSOC.” found for the northwest corner of said 6.813 acre tract, same being on the west line of said Lot 1, Block 1 and the east right of way line of State Highway No. 157 (a called variable width public right of way);

THENCE, North 88° 51’ 34” East, leaving the east right-of-way line of said State Highway No. 157, along the north line of said 6.813 acre tract and across said Lot 1, Block 1, a distance of 312.80 feet to a 5/8-inch iron rod with cap to be set for the POINT OF BEGINNING;

THENCE, North 88° 51’ 34” East, continuing along the north line of said 6.813 acre tract, a distance of 369.00 feet to a cut “+” in concrete found for the northeast corner of said 6.813 acre tract;

THENCE, South 01° 08’ 26” East, along the east line of said 6.813 acre tract, a distance of 223.62 feet to a 1/2-inch iron rod with plastic cap stamped “HALFF & ASSOC.” found for corner;

THENCE, South 37° 53’ 31” West, along the southeasterly line of said 6.813 acre tract, a distance of 317.52 feet to a 1/2-inch iron rod with plastic cap stamped “HALFF & ASSOC.” found for corner;

THENCE, South 88° 53’ 26” West, along the south line of said 6.813 acre tract, a distance of 169.04 feet to a 5/8-inch iron rod with cap to be set for corner;

THENCE, North 01° 08’ 26” West, departing the south line of said 6.813 acre tract, a distance 470.18 feet to the POINT OF BEGINNING, containing 3.417 acres (148,861 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 6

BEING a tract of land situated in the Edmund McDavid King Survey, Abstract Number 892, in the City of North Richland Hills, Tarrant County, Texas, being a portion of a called 7.559 acre tract of land described in Special Warranty Deed to CHK Louisiana, L.L.C., as recorded in County Clerk’s Instrument No. D208398609 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.) and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found at the intersection of the southeast right-of-way line of Iron Horse Boulevard (a called 80-foot wide public right-of-way) and the southwest right-of-way line of Browning Drive (a called 60-foot wide public right-of way) for the most northerly corner of said property;

THENCE South 84°11’20” East, with the southwest right-of-way line of Browning Drive, a distance of 21.40 feet to a 5/8-inch iron rod found with plastic cap stamped “Dunaway Assoc, LP”;

THENCE South 39°41’09” East, continuing with the southwest right-of-way line of said Browning Drive, a distance of 15.56 feet to a 1/2-inch iron rod found for the beginning of a curve to the left;

THENCE with said curve to the left, through a central angle of 36°53’37”, having a radius of 429.63 feet, and a chord bearing and distance of South 58°07’19” East, 271.89 feet, an arc length of 276.65 feet to a 1/2-inch iron rod found with a plastic cap stamped “PRECISE LAND SURV.” for the northwest corner of a tract of land described in Warranty Deed to Drum Property Company, LTD., recorded in Volume 15726, Page 462, D.R.T.C.T.;

THENCE South 00°15’11” West, departing the southwest right-of-way line of said Browning Drive, with the west line of said Drum Property Company, LTD., tract, a distance of 312.89 feet to a 1/2-inch iron rod found with plastic cap stamped “PRECISE LAND SURV.” in the north line of Lot 3, Block 3 of TAPP ADDITION, an addition to the City of North Richland Hills, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-179, Page 30 of the Plat Records of Tarrant County, Texas for the southwest corner of said Drum Property Company, LTD., tract;

THENCE North 89°45’10” West, with the north line of said Lot 3, Block 3, at a distance of 339.21 feet passing the northwest corner of said Lot 3, Block 3, and across said 7.559 acre tract, in all a distance of 419.00 feet to a 5/8-inch iron rod to be set with plastic cap stamped “KHA” for corner;

THENCE North 00°15’11” East, continuing across said 7.559 acre tract, a distance of 343.22 feet to a 5/8-inch iron rod set with plastic cap stamped “KHA” in the southeast right-of-way line of said Iron Horse Boulevard;

THENCE North 51°17’54” East, with the southeast right-of-way line of said Iron Horse Boulevard, a distance of 200.86 feet to the POINT OF BEGINNING, and containing 3.742 acres (162,981 square feet) of land, more or less.

SITE 7

BEING a tract of land situated in the WM. D. Lacy Survey, Abstract Number 929, City of Arlington, Tarrant County, Texas, and being portion of called 54.815 acre tract of land, conveyed to Chesapeake Land Company, LLC, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D206272197, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.) and being more particularly described as follows:

COMMENCING at a 3” pipe found at the southeast corner of said 54.815 tract, and having a common northeastern corner of a called 38.378 acre tract of land, conveyed to JSCP Partners, L.P., as evidenced in a deed recorded in Volume 14665, Page 120, D.R.T.C.T.;

THENCE, North 88°38’27” West, along the common line of said 54.815 acre tract and 38.378 acre tract, a distance of 446.17 feet to a point;

THENCE, North 00°51’40” West, departing the common line of said 54.815 acre tract and 38.378 acre tract, across said 54.815 acre tract, a distance of 53.83 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner and for the POINT OF BEGINNING;

THENCE, continuing across said 54.815 acre tract, the following courses and distances, to wit:

—North 00°51’40” West, a distance of 551.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner;

—North 89°08’20” East, a distance of 401.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner;

—South 00°51’40” East, a distance of 551.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner;

—South 89°08’20” West, a distance of 401.00 feet to the POINT OF BEGINNING and containing 5.072 acres (220,951 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 8

BEING a tract of land situated in the John Balch Survey Abstract Number 83, in the City of Arlington, Tarrant County, Texas and being part of a called 9.02 acre tract of land described in deed to Chesapeake Exploration, LLC, as recorded in Instrument Number D208421435, of the Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8 inch iron rod found for the southwest corner of said 9.02 acre tract, same being the northwest corner of a 2.3093 acre tract of land described in a deed to Harwood 360 Corporation, as recorded in Volume 11532, Page 2179, of the Deed Records of Tarrant County, Texas and being in the east line of a 7.15 acre tract of land described in a deed to Harwood 360 Holdings, Ltd, as recorded in Instrument Number D206193888, of the Deed Records of Tarrant County, Texas;

THENCE North 00° 05’ 35” West, along the west line of said 9.02 acre tract and the east line of said 7.15 acre tract, a distance of 410.00 feet to a 5/8 inch iron rod set with cap stamped “KHA” for corner;

THENCE South 89° 31’ 46” East, departing the west line of said 9.02 acre tract and the east line of said 7.15 acre tract, a distance of 366.00 feet to a 5/8 inch iron rod set with cap stamped “KHA” for corner;

THENCE South 00° 05’ 35” East, a distance of 341.75 feet to a 5/8 inch iron rod set with cap stamped “KHA” for corner in the westerly right-of-way line of State Highway 360, a called variable width public right of way, said corner being the beginning of a non-tangent curve to the left, having a central angle of 04°50’ 42”, a radius of 984.93 feet, and a chord bearing and distance of South 35°25’33” West, 83.26 feet;

THENCE Southwesterly, with said curve to the left, along the westerly right-of-way line of said State Highway 360, a arc length of 83.29 feet to a 1/2 inch iron rod found for the southeast corner of said 9.02 acre tract, same being the northeast corner of a called 2.3093 acre tract;

THENCE North 89° 31’ 46” West, along the south line of said 9.02 acre tract and the north line of said 2.3093 acre tract, a distance of 317.62 feet to the POINT OF BEGINNING containing 3.406 acres or 148,353 square feet of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 9

BEING a tract of land situated in the G. B. Stanley Survey, Abstract Number 1378, City of Fort Worth, Tarrant County, Texas, and being a portion of a called 18.91 acre tract of land, conveyed to Chesapeake Exploration, LP, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D207180455, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1-inch pin found in the easterly line of the Texas and Pacific Railroad and in the northerly line of the St. Louis and Southwestern Railroad;

THENCE North 35°00’04” East, along the common line of said 18.91 acre tract and said Texas and Pacific Railroad, at a distance of 1308.15 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89°20’13” East, departing the said common line, a distance of 347.09 feet to a 5/8 inch set iron rod with cap stamped “KHA” in the west line of Converge, LLC tract, recorded in County Clerk’s Instrument No. D207432927, D.R.T.C.T. for corner;

THENCE South 00°39’47” East, along the common line of said 18.91 acre tract and said Converge tract, a distance of 531.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” in the northerly line of the St. Louis and Pacific Railroad for corner;

THENCE South 63°44’01” West, along the common line of said 18.91 acre tract and said St. Louis and Pacific Railroad, a distance of 1230.63 feet to the POINT OF BEGINNING and containing 11.00 acres or 479,150 square feet of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 10

BEING a tract of land situated in the S.H. Evans Survey, Abstract Number 991, Johnson County, Texas, and being all of a called 5.10 acre tract of land described in General Warranty Deed to Tarrant FW Properties, LLC, recorded in Volume 4122, Page 790 and a portion of a called 17.87 acre tract of land described in a Special Warranty Deed to Chesapeake Exploration, L.L.C., recorded in Volume 4510, Page 159, both of the Deed Records of Johnson County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8-inch found iron rod with a plastic cap stamped “Johnson Land Surveyors” for the most easterly northeast corner of said 5.10 acre tract, same being on the west right-of-way line of said F.M. 1902 (a called 80’ wide right of way);

THENCE South 00° 20’ 16” West, along the east line of said 5.10 acre tract and said west right-of-way line, a distance of 106.00 feet (called 106.22 feet) to a 5/8-inch found iron rod with a yellow plastic cap stamped “Dunaway Assoc. L.P.” for an angle point;

THENCE South 00° 14’ 47” West, continuing along the east line of said 5.10 acre tract and said west right-of-way line, passing at a distance of 305.40 feet, a 1/2-inch found iron rod with a red cap for the southeast corner of said 5.10 acre tract and the northeast corner of aforesaid 17.87 acre tract, continuing along the east line of said 17.87 acre tract, a total distance of 371.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89° 30’ 42” West, departing the east line of said 17.87 acre tract and the west right-of-way line of said F. M. 1902, a distance of 534.16 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 00° 09’ 13” West, along the extension of the west line of said 5.10 acre tract and an east line of said 17.87 acre tract, passing a 5/8-inch found iron rod with a plastic cap stamped “Dunaway Assoc. L.P.” for the southwest corner of said 5.10 acre tract and an inner ell corner of said 17.87 acre tract, continuing along the west line of said 5.10 acre tract and an east line of said 17.87 acre tract, a total distance of 471.00 feet, to a 5/8-inch found iron rod with a plastic cap stamped “Johnson Land Surveyors” for the northwest corner of said 5.10 acre tract;

THENCE North 89° 50’ 47” East, along the line of said 5.10 acre tract, a distance of 537.63 feet to the POINT OF BEGINNING and containing 5.831 acres (253,978 square feet) of land, more or less.

SITE 11

BEING a tract of land situated in the E. Johnson Survey, Abstract Number 852, City of Fort Worth, Tarrant County, Texas, and being a portion of a called 58.274 acre tract of land, conveyed to Chesapeake Exploration, LLC, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D207226027, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), same being a portion of that tract of land conveyed to Sagamore Hill Baptist Church, Inc. as evidenced in a Warranty Deed recorded in Volume 8320, Page 1356, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 7/8 inch iron rod found in the north line of said 58.274 acre tract for the most south southwest corner of a tract of land conveyed to Windsor Interest, LTD, as evidenced in a Warranty Deed recorded in Volume 12301, Page 1155, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.);

THENCE South 89°59’45” East, along the common line of said 58.274 acre tract and said Windsor Interest tract, a distance of 179.49 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE South 00°00’15” West, leaving the common line of said 58.274 acre tract and said Windsor Interest tract, a distance of 450.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89°59’45” West, a distance of 554.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE North 00°00’15” East, a distance of 450.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE South 89°59’45” East, a distance of 374.51 feet to the POINT OF BEGINNING and containing 5.7231 acres (249,300 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 15

BEING a tract of land situated in the B.F. Crowley Survey, Abstract Number 307, Tarrant County, Texas, in the City of Fort Worth, and being a portion of a called “Tract 5” (29.538 acres) conveyed to Chesapeake Land Company, LLC, as evidenced in a Special Warranty Deed, recorded in Instrument Number D207237217, of the Deed Records of Tarrant County, Texas, same being all of Lots 3, 4, 5 and a portion of Lots 6 and 7, Block 5 of Starvers Addition, an Addition to the City of Fort Worth, Texas, according to the Plat thereof recorded in Volume 106, Page 136 and all of Lots A and B, Block 5 of Dorsey Adams Subdivision, an Addition to the City of Fort Worth, Texas, according to the Plat thereof recorded in Volume 1648, Page 393, both of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found at the intersection of the northerly right-of-way line of East 1st Street (a variable width right-of-way) with the easterly right-of-way line of Booker Washington Avenue (a 60-foot wide right-of-way) same being the southwest corner of said Lot A, Block 5;

THENCE North 30°35’53” West, with the easterly right-of-way line of said Booker Washington Avenue, a distance of 270.08 feet to a 1/2-inch iron rod found at the intersection of the easterly right-of-way line of said Booker Washington Avenue with the southeasterly right-of-way line of State Highway 121 (a variable width right-of-way), same being the most northerly, northwest corner of aforesaid “Tract 5”;

THENCE with the southeasterly right-of-way line of said State Highway 121 and the northwesterly line of said “Tract 5”, the following courses an distances to wit:

—North 34°12’46” East, a distance of 54.35 feet to a 1-inch iron rod found for corner;

—North 36°07’05” East, a distance of 54.93 feet to a 1-inch iron found for the beginning of a non-tangent curve to the right;

—Northeasterly, along said curve to the right, through a central angle of 10°10’10”, having a radius of 1351.20 feet, and a chord bearing an distance of North 42°47’28” East, 239.51 feet, an arc length of 239.82 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South 29°42’30” East, departing the southeasterly right-of-way line of said State Highway 121, across said “Tract 5”, a distance of 411.71 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner on the northerly right-of-way line of aforesaid East 1st Street;

THENCE with the northerly right-of-way line of said East 1st Street, the following courses and distances to wit:

—South 64°11’52” West, a distance of 223.90 feet to a 1/2-inch iron rod found for a corner;

—North 30°35’19” West a distance of 1.08 feet to a 1/2-inch iron rod found for a corner;

—South 64°15’40” West a distance of 100.00 feet to the POINT OF BEGINNING and containing 2.610 acres (113,685 square feet) of land, more or less.

SITE 18

BEING a tract of land out of the R.R. Ramey Survey, Abstract No. 1341, City of Arlington, Tarrant County, Texas, being part of a called 18.397 acre tract of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., recorded in Instrument No. D207265437 Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with cap found at the northwest corner of a tract of land described in Special Warranty Deed to Brett B. Thomas recorded in Instrument No. D205326423, Official Public Records of Tarrant County;

THENCE North 00°31’55” West, a distance of 560.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 89°28’05” East, a distance of 368.75 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 00°31’55” East, a distance of 493.12 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 79°11’15” West, at a distance of 289.63 feet passing a 1/2” iron rod found at the northeast corner of said Thomas tract, continuing, in all a total distance of 374.77 feet to the POINT OF BEGINNING and containing 4.458 acres or 194,170 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 20

BEING a tract of land situated in the J. Wilson Survey, Abstract Number 1631, City of Arlington, Tarrant County, Texas, and being all of Lot 17R4-AR of the Replat of Lots 17R2-AR, 17R3-AR and 17R4-AR of the Six Flags Business Park Addition, an addition to the City of Arlington, Texas as recorded in Cabinet A, Slide 12082 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being all of a tract of land described as “Tract 1” in Special Warranty Deed to Fort Worth Land, L.L.C., as recorded in County Clerk’s Instrument Number D207298300 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described as follows::

BEGINNING at a found PK Nail for the northeast corner of said Lot 17R4-AR and the southeast corner of Site 17R2-C of Six Flags Business Park, an addition to the City of Arlington, as recorded in Cabinet A, Slide 295, P.R.T.C.T., said corner being on the westerly right-of-way line of State Highway No. 360 (350 feet wide public ROW), said corner being the beginning of a non-tangent circular curve to the left, having a radius of 11,634.16 feet and whose chord bears South 02 degrees 42 minutes 27 seconds East, a distance of 438.73 feet;

THENCE Southeasterly, along said westerly right-of-way line and along said circular curve to the left, through a central angle of 02° 09’ 39” and an arc distance of 438.75 feet to a 1/2” found iron rod with “CEI” stamp for the most northerly southeast corner of said Lot 17R4-AR and the most northerly northeast corner of Lot 17R2-AR of said Replat of Lots 17R2-AR, 17R3-AR and 17R4-AR of the Six Flags Business Park Addition;

THENCE South 84° 58’ 35” West, departing said westerly right-of-way line and along the common line between said Lots 17R4-AR and 17R2-AR for part of the way, a distance of 20.00 feet to a 5/8” iron rod with cap found for corner;

THENCE South 04°02’03” East, continuing along said common line, a distance of 42.69 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE South 84°58’35” West, continuing along said common line, a distance of 21.08 feet to a 5/8” found iron rod with “CEI” stamp for corner

THENCE South 05° 01’ 25” East, continuing along said common line, a distance of 10.92 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE South 78°10’36” West, continuing along said common line, a distance of 13.66 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE South 84° 58’ 35” West, continuing along said common line, a distance of 131.77 feet to a 5/8” found iron rod with “CEI” stamp for the point of curvature of a circular curve to the right, having a radius of 194.50 feet and whose chord bears North 85° 19’ 14” West, a distance of 65.56 feet;

THENCE Northwesterly, continuing along said common line and along said circular curve to the

right, through a central angle of 19° 24’ 22” and an arc distance of 65.88 feet to a 5/8” found iron rod with “CEI” stamp for the point of reverse curvature of a circular curve to the left, having a radius of 205.50 feet and whose chord bears North 85° 19’ 14” West, a distance of 69.27 feet;

THENCE Northwesterly, continuing along said common line and along said circular curve to the left, through a central angle of 19° 24’ 22” and an arc distance of 69.60 feet to a 5/8” found iron rod with “CEI” stamp for the point of tangency;

THENCE South 84° 58’ 35” West, continuing along said common line, a distance of 159.06 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE North 05° 01’ 25” West, continuing along said common line, a distance of 69.80 feet to a 5/8” iron rod with “KHA” stamp set for corner;

THENCE North 47° 46’ 25” West, continuing along said common line, a distance of 119.93 feet to a 5/8” found iron rod with “CEI” stamp for the north corner of said Lot 17R2-AR and a west corner of said Lot 17R4-AR, said corner being on the southeast line of Site 37 of the Twenty-Second Installment of Six Flags Business Park, an addition to the City of Arlington, as recorded in Volume 388-116, Page 22, P.R.T.C.T.;

THENCE North 42° 13’ 35” East, along the common line between said Lot 17R4-AR and the southeast line of said Site 37 and the southeast line of Site 33 of the Eighteenth Installment of Six Flags Business Park, an addition to the City of Arlington, as recorded in Volume 388-109, Page 66, P.R.T.C.T., a distance of 119.10 feet to a 3/8” found iron rod for the most southerly east corner of said Site 33 and an interior corner of said Lot 17R4-AR;

THENCE North 47° 46’ 25” West, continuing along the common line between said Lot 17R4-AR and said Site 33, a distance of 86.50 feet to a 5/8” found iron rod for corner;

THENCE North 42° 13’ 35” East, continuing along said common line, a distance of 50.00 feet to a 1/2” found iron rod with a yellow plastic cap stamped “Dunaway Assoc. L.P.” for corner;

THENCE North 47° 46’ 25” West, continuing along said common line, a distance of 137.00 feet to a 3/8” found iron rod for the north corner of said Site 33 and the most westerly northwest corner of said Lot 17R4-AR, said corner being on the southeasterly right-of-way line of Six Flags Drive (100-feet wide public ROW);

THENCE North 42° 13’ 35” East, along said southeasterly right-of-way line, a distance of 40.00 feet to a 1/2” found iron rod for the most northerly northwest corner of said Lot 17R4-AR and the west corner of Site 14 of Six Flags Business Park, an addition to the City of Arlington, as recorded in Volume 388-73, Page 59, P.R.T.C.T.;

THENCE South 47° 46’ 25” East, departing said southeasterly right-of-way line and along the common line between said Lot 17R4-AR and said Site 14, a distance of 137.00 feet to a 1/2” found iron rod for an interior corner of said Lot 17R4-AR and the south corner of said Site 14;

THENCE North 42° 13’ 35” East, continuing along said common line, a distance of 217.00 feet to a found “X”-cut in concrete for an exterior corner of said Lot 17R4-AR and the west corner of said Site 17R2-C of Six Flags Business Park, an addition to the City of Arlington, as recorded in Cabinet A, Slide 295, P.R.T.C.T.;

THENCE South 48° 22’ 25” East, departing the southeast line of said Site 14 and along the common line between said Lot 17R4-AR and said Site 17R2-C, a distance of 33.00 feet to a found PK nail for corner;

THENCE North 46° 29’ 27” East, continuing along said common line, a distance of 47.17 feet to a found PK nail for corner;

THENCE South 45° 13’ 45” East, continuing along said common line, a distance of 92.21 feet to a found PK nail for corner;

THENCE North 77° 56’ 15” East, continuing along said common line, a distance of 206.53 feet to the POINT OF BEGINNING and containing 5.531 acres, or 240,922 square feet of land, more or less.

SITE 22

BEING a tract of land situated in the Vincent J. Hutton Survey, Abstract No. 681, City of Fort Worth, Tarrant County, Texas, and being a portion of the tract of land described to the City of Fort Worth, recorded in Volume 2037, Page 567, and Volume 2008, Page 243, in the Deed Records of Tarrant County, Texas, also being a tract of land described to Chesapeake Exploration, LLC, recorded in Instrument No. D207309369, in the Deed Records of Tarrant County, Texas, and more particularly described by metes and bounds as follows:

COMMENCING at a 5/8 inch iron rod found in the southerly right-of-way line of State Highway No. 183 (variable width right-of-way), being the northwest corner of the tract of land described to Centreport Developers, LLC, recorded in Instrument No. D207455288, in the Deed Records of Tarrant County, Texas, also being the northeast corner of a tract of land described to the City of Fort Worth, recorded in Volume 2037, Page 567 and Volume 2008, Page 243, in the Deed Records of Tarrant County, Texas;

THENCE South 15° 28’ 57” East, leaving said right-of-way line and along common line of said Centreport and City of Fort Worth tracts, a distance of 535.63 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE South 15° 28’ 57” East, continuing along common line of said Centreport and herein described tract, a distance of 489.11 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the beginning of a curve to the left, having a radius of 1,505.00 feet, and a chord bearing and distance of South 65° 52’ 44” West, 379.27 feet;

THENCE along said curve to the left, in a southwesterly direction, through a central angle of 14° 28’ 38”, an arc length of 380.28 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE North 30° 06’ 06” West, a distance of 489.09 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the beginning of a curve to the right, having a radius of 1,994.00 feet, and a chord bearing and distance of North 66° 12’ 18” East, 503.70 feet;

THENCE along said curve to the right, in a northeasterly direction, through a central angle of 14° 30’ 43”, an arc length of 505.05 feet to the POINT OF BEGINNING and containing 4.969 acres (216,462 square feet) of land, more or less.

SITE 23

BEING a tract of land situated in the Vincent J. Hutton Survey, Abstract No. 681, City of Fort Worth, Tarrant County, Texas, and being a portion of the tract of land described to the City of Fort Worth, recorded in Volume 2037, Page 567, and Volume 2008, Page 243, in the Deed Records of Tarrant County, Texas, also being a tract of land described to Chesapeake Land Company, LLC, recorded in Instrument No. D207309369, in the Deed Records of Tarrant County, Texas, and more particularly described by metes and bounds as follows:

COMMENCING at a 5/8 inch iron rod found in the northerly right-of-way line of FAA Boulevard (110 foot right-of-way), and being the southwest corner of the tract of land described to Centreport Developers, LLC, recorded in Instrument No. D207455288, in the Deed Records of Tarrant County, Texas;

THENCE South 11° 40’ 23” West, leaving said right-of-way line and through said City of Fort Worth tract, a distance of 870.88 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE North 89° 52’ 15” East, a distance of 639.39 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 00° 07’ 44” East, a distance of 350.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 89° 52’ 16” West, a distance of 622.61 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the beginning of a curve to the left, having a radius of 1,281.00 feet, and a chord bearing and distance of North 02° 52’ 25” West, 350.40 feet;

THENCE along said curve to the left, in a northwesterly direction, through a central angle of 15° 43’ 18”, an arc length of 351.50 feet to the POINT OF BEGINNING and containing 5.005 acres (218,035 square feet) of land, more or less.

SITE 24

BEING a tract of land situated in the B.F. Crowley Survey, Abstract Number 307, Tarrant County, Texas, in the City of Fort Worth, and being a portion of a called “Tract 4” (21.535 acres) conveyed to Chesapeake Land Company LLC as evidenced in a Special Warranty Deed recorded in Instrument Number D207237217, of the Deed Records of Tarrant County, (D.R.T.C.T.), same being a portion of Lot 1, Block 2 of Trinity Bend Addition, an Addition to the City of Fort Worth, Texas, according to the Map of Plat thereof recorded in Volume 388-191, Page 86, of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a 1-inch iron rod found for the northeast corner of said “Tract 4”, same being in the southerly right-of-way line of East 4th Street ( a variable width right-of-way), said iron rod also being on the west line of a tract of land described in deed to Tarrant County Water Control & Improvement District, recorded in Volume 2285, Page 370, D.R.T.C.T.;

THENCE South 00°39’42” East, departing the southerly right-of-way line of said East 4th Street, along the common line of said “Tract 4” and the Tarrant County Water Control & Improvement District tract, a distance of 471.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South 89°20’18” West, leaving the common line of said “Tract 4” and the Tarrant County Water Control & Improvement District tract, across said “Tract 4”, a distance of 233.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 00°39’42” West, continuing across said “Tract 4”, a distance of 425.50 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner on the northerly line of said “Tract 4”, said point being in the southerly right-of-way line of said East 4th Street, and being in a non-tangent curve to the right;

THENCE with the northerly line of said “Tract 4” and southerly right-of-way line of said East 4th Street the following courses and distances to wit:

          —Northeasterly, with said non-tangent curve to the right, through a central angle 11°16’41”, having a radius of 585.00 feet, a chord bearing and distance of North 73°23’29” East, 114.96 feet, an arc length of 115.15 feet to a 5/8-inch iron rod found with cap stamped “Dunaway Assoc. LP” for corner, and the end of said non-tangent curve;

          —North 82°51’16” East, a distance of 123.25 feet to the POINT OF BEGINNING and containing 2.429 acres (105,824 square feet) of land, more or less.

SITE 27

BEING a tract of land situated in the Thomas Harlow Survey Abstract No. 335 in the City of Cleburne, Johnson County, Texas, and being all of Lot 1, Block A of Phillips Addition, an Addition to the City of Cleburne, Texas, according to the Map or Plat thereof recorded in Slide D, Volume 10, Page 164, Plat Records of Johnson County, Texas, and being a portion of that 13.09 acre tract of land conveyed to Chesapeake Exploration, LP, as evidenced by the Deed recorded in Volume 4183, Page 001, Deed Records of Johnson County, Texas, and being more fully described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “KHA” set for the northwest corner of said Lot 1, Block A, same being on the south line of a tract of land conveyed to R.E. and Wanda Malone, as recorded in Volume 3232, Page 172, Deed Records of Johnson County, Texas;

THENCE with the common line of said Lot 1, Block A and said R.E. and Wanda Malone tract, North 58°16’04” East, a distance of 188.03 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the most northerly, northeast corner of said Lot 1, Block A;

THENCE departing the south line of said R.E. and Wanda Malone tract and along the common line of said Lot 1 and Lot 2, Block A of said Phillips Addition, the following courses and distances to wit;

—South 83° 42’ 39” East, a distance of 77.45 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—South 24° 43’ 56” East, a distance of 376.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—South 65° 16’ 04” West, a distance of 253.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—North 24° 43’ 56” West, a distance of 393.00 feet to the POINT OF BEGINNING and containing 2.336 acres (101,764 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _______________ / Book _______, Page _________, in the Real Property Records of Johnson County, Texas.

SITE 28

BEING a tract of land situated in the P.H. Ahler Survey Abstract No. 33 in the City of Fort Worth, Tarrant County, Texas, and being a portion of that same tract land conveyed to Chesapeake Exploration, LLC, as evidenced by the Deed recorded under Document No. D208079920 of the Deed Records of Tarrant County, Texas, and being more fully described as follows:

BEGINNING at a 1/2-inch iron rod found for corner in the southerly right-of-way line of Texas and Pacific Railroad, said rod being the northeast corner of said Chesapeake tract and the northwest corner of Lot 1, Block 1 of the Nguyen Addition, as recorded in Cabinet B, Slide 3193, Plat Records, Tarrant County, Texas;

THENCE South 00° 40’ 56” East, leaving said southerly right-of-way line and along common line of said Chesapeake tract and said Lot 1, Block 1, a distance of 415.42 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 89° 33’ 53” West, leaving said common line, a distance of 412.32 feet to a 5/8-inch iron rod with cap stamped “KHA” set in the west line of said Chesapeake tract and the east line of a tract of land described to Donnie Calton, as recorded in Volume 13420, Page 245, Deed Records, Tarrant County, Texas, for corner;

THENCE North 00° 13’ 38” East, along the common line of said Chesapeake tract and said Calton tract, a distance of 562.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set in the southerly right-of-way line of said Texas and Pacific Railroad for corner;

THENCE South 70° 29’ 56” East, along the said southerly right-of-way line, a distance of 429.79 feet to the POINT OF BEGINNING and containing 4.583 acres (199,644 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 31

BEING a tract of land out of the J.C. Houston Abstract No. 720, City of Arlington, Tarrant County, Texas, being part of a called 9.124 acre tract of land described in Special Warranty Deed to North Texas Acquisition, recorded in Instrument No. D207391767, Official Public Records of Tarrant County, Texas, said tract also containing all of Lot 3, J.C. Houston Addition, an addition to the City of Arlington, Texas according to the plat recorded in Volume 388-173, Page 14 Plat Records of Tarrant County, Texas and part of Lot 15, J.C. Houston Addition, an addition to the City of Arlington, Texas according to the plat recorded in Cabinet A, Page 3291, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a “X” cut in concrete found in the northeast right-of-way line of U.S. Highway 287 (a variable width public right-of-way); said point being the southernmost corner of said Lot 15 and the northwest corner of Lot 10, J.C. Houston Addition, an addition to the City of Arlington, Texas according to the plat recorded in Cabinet A, Page 2563, Plat Records of Tarrant County, Texas;

THENCE with said northeast right-of-way line, the following courses and distances:

—North 30°17’39” West, a distance of 125.52 feet to a 5/8” iron rod with “KHA” cap set for corner; from said point a 3/4” iron rod found bears South 02°44’ West, a distance of 2.4 feet;

—North 30°17’39” West, a distance of 352.02 feet to a 1” iron rod found for corner;

—North 31°19’28” West, a distance of 179.64 feet to a “X” cut in concrete set for corner at the southwest corner of Lot 2 of the first referenced J.C. Houston Addition; from said point a “X” cut in concrete found bears North 80°20’ West, a distance of 1.1 feet;

THENCE departing said northwest right-of-way line and with the south line of said Lot 2, North 89°30’02” East, a distance of 263.50 feet to a 1/2” iron rod found for corner; said point being the southeast corner of said Lot 2

THENCE with the east line of said Lot 2, North 00°55’50” West, a distance of 141.62 feet to a “X” cut in concrete found for corner; said point being the northeast corner of said Lot 2 and the southeast corner of Lot 1, J.C. Houston Addition an addition to the City of Arlington, Texas according to the plat recorded in Volume 388-150, Page 43, Plat Records of Tarrant County, Texas; said point also being the southeast corner of a tract of land described in deed to LV Development, LTD. recorded in Instrument No. D204309600, Official Public Records of Tarrant County, Texas; said point also being in Elrod Drive (a variable width private access easement);

THENCE with the south line of said LV Development, LTD. tract, North 88°50’48” East, a distance of 301.00 feet to a PK nail set for corner;

THENCE departing said south line, South 01°49’22” West, a distance of 669.95 feet to a “X” cut in concrete set for corner in the north line of said Lot 10;

THENCE with said north line, the following courses and distances:

—South 88°23’54” West, a distance of 132.00 feet to a “X” cut in concrete set for corner;

—South 60°21’52” West, a distance of 85.82 feet to the POINT OF BEGINNING and containing 5.774 acres or 251,513 square feet of land.

SITE 36

BEING a tract of land situated in the Hiram Blackwell Survey, Abstract No. 149, and being a portion of Tract A, Block 9, First Installment of Stoneridge Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the plat recorded in Volume 388-50, Page 61 of the Plat Records of Tarrant County, Texas, said tract being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for the northeast corner of said Tract A, same being on the south right-of-way line of West Arkansas Lane (a called 80’ wide right-of-way);

THENCE South 00°01’36” East, leaving the south right-of-way line of said West Arkansas Lane and along the east line of said Tract A, a distance of 228.46 feet to a 5/8-inch iron rod with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE South 00° 01’ 36” East, continuing along the east line of said Tract A, a distance of 591.00 feet to a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for the southeast corner of said Tract A;

THENCE, along the southerly line of said Tract A, the following courses and distances to wit:

—South 89° 57’ 46” West, a distance of 45.34 feet to a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for corner, and being at the beginning of a curve to the right;
—Northwesterly, along said curve to the right, through a central angle of 18°36’00”, having a radius of 312.99 feet, and a chord bearing and distance of North 80°44’14” West,101.16 feet, an arc length of 101.61 feet to a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for corner;
—North 71° 26’ 14” West, a distance of 261.47 feet, to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE North 00° 01’ 36” West, leaving the south line of said Tract A, and across said Tract A, a distance of 491.33 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE North 89° 58’ 24” East, continuing across said Tract A, a distance of 393.00 feet to the POINT OF BEGINNING and containing 4.990 acres (217, 353 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 37

BEING a tract of land out of the Isham Wallace Survey, Abstract No. 1677, City of Hurst, Tarrant County, Texas, being part of a called 10.110 acre tract of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., recorded in Instrument No. D207368724, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the north line of said Chesapeake Land Company, L.L.C. tract, from which a 5/8” iron rod found in the west right-of-way line of Arthur Drive (a 50-foot wide right-of-way) bears North 84°34’20” East, a distance of 198.56 feet; said point being the northeast corner of said Chesapeake Land Company L.L.C. tract;

THENCE departing said north line, South 01°06’12” East, a distance of 384.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 89°31’57” West, a distance of 572.00 feet to a 5/8” iron rod with “KHA” cap set for corner in the west line of said Chesapeake Land Company tract;

THENCE with said west line, North 14°38’25” East, a distance of 355.00 feet to a “X” cut in concrete found for corner; said point being the northwest corner of said Chesapeake Land Company, L.L.C. tract;

THENCE with the north line of said Chesapeake Land Company, L.L.C. tract, North 84°34’20” East, a distance of 477.00 feet to the POINT OF BEGINNING and containing 4.347 acres or 189,344 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 39

BEING a tract of land situated in the William J. Hayman Survey, Abstract Number 642, City of Arlington, Tarrant County, Texas, and being a portion of a called 16.37 acre tract described in Special Warranty Deed to Chesapeake Land Company, L.L.C., recorded in County Clerk’s Instrument No. D207376127 of the Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the southeast corner of said 16.37 acre tract, same being the southwest corner of Lot 10 of W. Hayman Addition, an Addition to the City of Arlington, Texas, according to the Map or Plat thereof recorded in Cabinet A, Slide 4054 of the Plat Records of Tarrant County, Texas;

THENCE North 00°23’56” West, along the common line of said 16.37 acre tract and Lot 10, a distance of 294.46 feet to a point for corner;

THENCE South 89°36’04” West, departing the common line of said 16.37 acre tract and Lot 10, across said 16.37 acre tract, a distance of 21.24 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE continuing across said 16.37 acre tract, the following courses and distances to wit:

—South 89°54’21” West, a distance of 448.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;
—North 01°08’39” East, a distance of 334.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—North 89°38’09” East, a distance of 439.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—South 00°23’56” East, a distance of 336.00 feet to the POINT OF BEGINNING and containing 3.410 acres (148,550 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 40

BEING a tract of land situated in the Thomas J. Hanks Survey, Abstract No. 644, City of Mansfield, Tarrant County, Texas, and being all of Lot 2, Block 1 of the Final Plat of Lots 1R, 2 and 3, Block 1, Mansfield Industrial Park, an addition to the City of Mansfield, as recorded in Instrument No. D209256733 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), same being part of a called 13.95 acre tract of land described in Deed to Chesapeake Land Company, L.L.C,, as recorded in Instrument Number D2070391139, of the Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8-inch “Dunaway Assoc. L.P.” capped iron rod found for the east corner of said Lot 2 and said 13.95 acre tract, same being on the southwest line of Lot 1-R-1, Block 1 of the Replat, Lots 1-R-1 & 1-R-2, Block 1, Stratoflex Addition, an addition to the City of Mansfield, as recorded in Cabinet A, Slide 10361, P.R.T.C.T, said corner also being the north corner of a tract of land described in Quitclaim Deed to Percy L. Cook and Bethany Watson, as recorded in Instrument Number D206213641, of the Official Public Records of Tarrant County, Texas;

THENCE South 59° 04’ 37” West, departing the southwesterly line of said Block 1 of Replat, Lots 1-R-1 & 1-R-2, Block 1, Stratoflex Addition and along the common line between the southeast line of said Lot 2, Block 1, Mansfield Industrial Park and the northwest line of said Percy L. Cook and Bethany Watson tract and along the southeast line of said 13.95 acre tract, a distance of 329.00 feet to a 5/8-inch iron rod with “KHA” cap set for a south corner of said Lot 2, Block 1;

THENCE North 27° 51’ 41” West, departing said common line and along a southwest line of said Lot 2, and the northeast line of Lot 3 in said Block 1, a distance of 355.68 feet to a 5/8-inch iron rod with “KHA” cap set for the north corner of said Lot 3, Block 1;

THENCE in a southwesterly direction, along the most northerly, southeast line of said Lot 2 and the northwest line of said Lot 3, the following:

South 60°12’16” West, a distance of 218.81 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

South 48°40’03” west, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

South 60°12’16” West, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for the most westerly common corner of said Lots 2 and 3, same being on the northeast right-of-way line of Fifth Avenue (a 60’ wide right-of-way);

THENCE North 29°47’44” West, along the southwest line of said Lot 2 and the northeast right-of-way line of said Fifth Avenue, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for the west corner of said Lot 2, same being the south corner of Lot 1R, Block 1 of said Mansfield Industrial Park;

THENCE in a northeasterly direction, departing the northeast right-of-way line of said Fifth Street and along the common line of said Lots 1R and 2, the following:

North 60°12’16” East, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

North 71°44’29” East, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

North 60°12’16” East, a distance of 535.82 feet to a 5/8-inch iron rod with “KHA” cap set for the north corner of said Lot 2, same being on the southwest line of Lot 1-R-2, Block 1of aforesaid Stratoflex Addition;

THENCE South 29° 46’ 58” East, along the common line between the southwest line of said Block 1 of the Replat, Lots 1-R-1 & 1-R-2, Block 1, Stratoflex Addition and the northeast line of said Lot 2, Block 1, a distance of 379.00 feet to the POINT OF BEGINNING and containing 3.083 acres (134,277 square feet) of land, more or less.

SITE 41

BEING a tract of land situated in the Ellis Littlepage Survey Abstract No. 971 in the City of Fort Worth, Tarrant County, Texas, and being a portion of a called 10.62 acre tract of land conveyed to Chesapeake Exploration, LLC, as evidenced by the Deed recorded under Document No. D208079920 of the Deed Records of Tarrant County, Texas (D.T.R.C.T.), same being a portion of Block 1 of Dabney Addition, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-196, Page 86 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more fully described as follows:

COMMENCING at a 5/8-inch iron rod found for the southeast corner of said Block 1, same being the southeast corner of said10.62 acre tract, said corner also being on the curving north right-of-way line of Sycamore School Road (a called 120’ wide right-of-way), said curve being a non-tangent curve to the left;

THENCE in a westerly direction, along the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road and along the arc of said curve to the left, through a central angle of 05°40’54”, having a radius of 2515.53 feet, a chord bearing of South 86°07’52” West, a chord distance of 249.35 feet and an arc length of 249.45 feet to a 5/8-inch iron rod set with a cap stamped “KHA” for the POINT OF BEGINNING;

THENCE in a westerly direction, continuing along the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road and continuing along the arc of said curve to the left, through a central angle of 07°36’59”, having a radius of 2515.53 feet, a chord bearing of South 79°28’56” West, a chord distance of 334.15 feet and an arc length of 334.40 feet to a 5/8-inch iron rod set with a cap stamped “KHA” for the point of tangency of said curve;

THENCE South 75°40’ 26” West, continuing along the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road, a distance of 49.98 feet to a 5/8-inch iron rod set with a cap stamped “KHA” for a corner

THENCE North 10°13’53” West, leaving the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road, a distance of 453.71 feet to a 5/8-inch iron rod set with cap stamped “KHA” on the north line of said Block 1 and the north line of said 10.62 acre tract, same also being on the south line of Southridge Addition, according to the plat recorded in Volume 388-110, Pages 08 and 09, of the Plat Records of Tarrant County, Texas;

THENCE North 79°46’07” East, along the north line of said Block 1, the north line of said 10.62 acre tract and south line of said Southridge Addition, a distance of 384.00 feet to a 5/8-inch iron rod set with cap stamped “KHA” for corner;

THENCE South 10°13’53” East, leaving the north line of said Block 1, the north line of said 10.62 acre tract and the south line of said Southridge Addition, a distance of 448.47 feet to the POINT OF BEGINNING and containing 3.935 acres or 171,427 square feet of land, more or less.

SITE 42

BEING a tract of land situated in the I.& G.N. R.R. Co. Survey, Abstract Number 831, City of Burleson, Tarrant County, Texas, and being a portion of Lot 2, Block B, Alsbury Meadows, Phase III, an addition to the City of Burleson, Texas, recorded in Cabinet B, Slide 1246, Plat Records of Tarrant County, Texas, and also being a portion of a called Tract II, conveyed to Fort Worth Land, L.L.C., as evidenced in a General Warranty Deed recorded under Instrument Number D207400327 of the Official Public Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at a 3/8 inch found iron rod, the east corner of said Lot 2 and being in the northwesterly line of that certain tract of land described in the Special Warranty Deed to MDK Burleson, LP, executed May 9, 2006, recorded in Volume 8119, Page 1857, said Deed Records;

THENCE, South 59°04’36” West, along the common line of said Lot 2 and said MDK Burleson tract, a distance of 199.64 feet to a 5/8 inch set iron rod with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE, South 59°04’36” West, along the common line of said Lot 2 and said MDK Burleson tract, a distance of 294.36 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, North 30°29’33” West, leaving the common line of said Lot 2 and said MDK Burleson tract, a distance of 260.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, North 59°04’36” East, a distance of 291.90 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, South 30°29’04” East, a distance of 260.00 feet to the POINT OF BEGINNING and containing 1.751 acres or 76,536 square feet of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 43

BEING a tract of land out of the J.W. Henderson Abstract No. 376, City of Burleson, Johnson County, Texas, being part of a called 45.83 acre tract of land described in Special Warranty Deed to North Texas Acquisition, L.L.C., recorded in Instrument No. 07-049804, Official Public Records of Johnson County, Texas and being more particularly described as follows:

COMMENCING at a 1/2” iron rod found in the southerly terminus of Warren Street (an 80-foot wide public right-of-way); said point being the northernmost northwest corner of said North Texas Acquisition, L.L.C. tract and being a northeast corner of a tract of land described in deed to MKP Associates, Inc. recorded in Volume 3800, Page 737, Official Public Records of Johnson County, Texas;

THENCE with the north line of said North Texas Acquisition, L.L.C. tract, South 88°15’35” East, a distance of 404.77 feet to a point in the west line of Missouri, Kansas and Texas Railroad (a 100-foot wide private right-of-way), from which a 5/8” iron rod found bears South 08°46’ East, a distance of 0.4 feet;

THENCE with said west right-of-way line, South 05°43’36” East, a distance of 1343.14 feet to a point;

THENCE departing said west right-of-way line, North 88°56’35” West, a distance of 121.00 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE South 01°03’25” West, a distance of 324.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 88°56’35” West, a distance of 475.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 01°03’25” East, a distance of 324.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 88°56’35” East, a distance of 475.00 feet to the POINT OF BEGINNING and containing 3.533 acres or 153,900 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _______________ / Book _______, Page _________, in the Real Property Records of Johnson County, Texas.

SITE 44

BEING a tract of land situated in the J.M. Robinson Survey, Abstract No. 1346, Haltom City, Tarrant County, Texas, and being part of Lots 4 and 5, Block J, of Fossil Ridge Addition, an Addition to Haltom City, Texas, according to the plat recorded in Cabinet A, Slide 4822, of the Plat Records of Tarrant County, Texas, same being part of a called 38.427 acre tract of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., as recorded in Instrument No. D207416231, and being more particularly described as follows;

BEGINNING at a 1/2-inch iron rod found at the common northerly corner of said Lots 4 and 5, Block J, of Fossil Ridge Addition, same being on the southerly right of way line of Fossil Ridge Circle, a called 60-foot right of way, and also being at the beginning of a curve to the left, through a central angle of 12°43’13”, a radius of 830.00 feet and a chord bearing and distance of North 84°06’11” East, 183.89 feet;

THENCE along said curve to the left and also along the southerly right of way line of said Fossil Ridge Circle, an arc length of 184.27 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE South 14°12’59” West, departing the southerly right of way line of said Fossil Ridge Circle, a distance of 731.55 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 75°47’01” West, a distance of 370.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 14°12’59” East, a distance of 644.52 feet to a 5/8-inch iron rod with “KHA” cap set for corner on the southerly right of way line of said Fossil Ridge Circle same being at the beginning of a curve to the left, through a central angle of 13°45’12”, a radius of 830.00 feet and a chord bearing and distance of South 82°39’37” East, 198.76 feet;

THENCE along said curve to the left and also along the southerly right of way line of said Fossil Ridge Circle, an arc length of 199.23 feet to the POINT OF BEGINNING and containing 5.716 acres (248,970 sq. ft.) of land, more or less.

SITE 46

BEING a tract of land situated in the Elizabeth MC Anear Survey Abstract No. 1005 in the City of Mansfield, Tarrant County, Texas, and being all of a called 4.304 acre tract of land conveyed to Fort Worth Land, LLC, as evidenced in a General Warranty Deed recorded in Document No. D207442934 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod set with cap stamped “KHA” for the south corner of said 4.304 acre tract, same being on the northwesterly line of Lot 1, Block 1 of Heritage Business Park, an Addition to the City of Mansfield, Texas, according to the Map or Plat thereof recorded in Volume 388-205, Page 66 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), said iron rod also being on the occupied southeasterly right of way line of Mitchell Road, from said iron rod, a found 3/8-inch iron rod bears South 16°09’24” East, 6.96 feet and a found 5/8-inch capped iron rod bears South 35°05’48” West, 36.30 feet;

THENCE North 30°41’41” West (called North 30°18’40” West), departing the northwesterly line of said Lot 1, Block 1 and the occupied southeasterly right of way line of said Mitchell Road, along the southwesterly line of said 4.304 acre tract and the approximate centerline of a 20’ wide asphalt road known as said Mitchell Road (a variable width right of way, no record found), a distance of 620.90 feet (called 612.61 feet) to a PK nail set in said asphalt road for the west corner of said 4.304 acre tract, said nail also being on the southerly line of a 100’ wide tract of land described in the deed to the Fort Worth and New Orleans Railroad Company (now known as the Southern Pacific Railroad), recorded in Volume 45, Page 95, D.R.T.C.T.;

THENCE South 75°05’42” East (called South 75°18’25” East), departing said Mitchell Road, along the northerly line of said 4.304 acre tract and the southerly line of said 100’ wide railroad right of way, a distance of 861.22 feet (called 865.54 feet) to a 5/8-inch iron rod set with cap stamped “KHA” for the easterly corner of said 4.304 acre tract, same being the most northerly corner of aforesaid Lot 1, Block 1;

THENCE South 58°46’25” West (called South 59°38’41” West), departing the southerly line of said 100’ wide railroad right of way, along the southeasterly line of said 4.304 acre tract and the northwesterly line of said Lot 1, Block 1, a distance of 602.59 feet (called 612.05 feet) to the POINT OF BEGINNING and containing 4.294 acres or 187,067 square feet of land, more or less.

SITE 47

BEING a tract of land out of the James W. Henderson Survey Abstract No. 376, City of Burleson, Johnson County, Texas, being part of a called 14.460 acre tract of land described in Special Warranty Deed to Tarrant FW Properties, L.L.C., recorded in Volume 4250, Page 506, Official Public Records of Johnson County, Texas and being more particularly described as follows:

COMMENCING at a 5/8” iron rod with cap found in the northwest line of Lot 6, Block 24, The Gardens, an addition to the City of Burleson Texas according to the plat recorded in Volume 1, Page 281, Plat Records of Johnson County, Texas; said point being the southernmost corner of said Tarrant FW Properties, L.L.C. tract and the southeast corner of a tract of land described in deed to J.B. Stevens Company, Inc. recorded in Volume 436, Page 251, Deed Records of Johnson County, Texas;

THENCE North 45°14’44” West, with the southwest line of said Tarrant FW Properties, L.L.C. tract, a distance of 377.79 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE North 45°14’44” West, continuing with the southwest line of said Tarrant FW Properties, L.L.C. tract, a distance of 0.92 feet to a 5/8” iron rod with “KHA” cap set for corner

THENCE departing said south line, North 31°31’56” East, a distance of 446.22 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 45°22’00” West, a distance of 12.06 feet to a 5/8” iron rod with cap found for corner on the northwesterly line of said Tarrant FW Properties, L.L.C. tract;

THENCE with the northwesterly line of said Tarrant FW Properties, L.L.C. tract, North 44°36’17” East, a distance of 82.99 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE departing said northwesterly line, South 58°28’04” East, a distance of 357.82 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 31°33’21” West, a distance of 530.15 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 58°26’39” West, a distance of 363.73 feet to the POINT OF BEGINNING and containing 4.443 acres or 193,545 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _______________ / Book _______, Page _________, in the Real Property Records of Johnson County, Texas.

SITE 49

BEING a tract of land situated in the H. D. Thompson Survey, Abstract Number 1507, Tarrant County, Texas, and being a portion of Lot 36 and Lot 37, H. D. Thompson Addition, an addition to the City of Arlington, Texas, recorded in Cabinet A, Slide 6239, Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being a portion of a tract of land conveyed to Chesapeake Land Company, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D207454291 and a portion of a called 1.707 acre tract of land conveyed to Fort Worth Land, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208021742, both of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch iron rod found for the southwest corner of said Lot 36, same being on the east line of Champlin West Addition, an addition to the City of Arlington, Texas, recorded in Volume 388-52, Page 71, P.R.T.C.T., said iron rod also being on the north right of way line of West Division Street (a called 110’ wide right of way);

THENCE North 00°00’25” East, departing the north right of way line of said West Division Street, along the west line of said Lot 36 and along the east line of said Champlin West Addition, a distance of 336.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 89°20’55” East, departing the west line of said Lot 36 and the east line of said Champlin West Addition, passing the common line of said Lots 36 and 37, continuing for a total distance of 245.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 00°00’25” West, a distance of 336.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the south line of said Lot 37, same being the north right of way line of aforesaid West Division Street;

THENCE South 89°20’55” West, along the north right of way line of said West Division Street, along the south line of said Lot 37, passing a 5/8 inch found iron rod with yellow cap “KSC” for the south common corner of said Lots 37 and 36, at a distance of 44.98 feet, continuing along the south line of said Lot 36, for a total distance of 245.00 feet to the POINT OF BEGINNING and containing 1.890 acres (82,320 square feet) of land, more or less.

SITE 50

BEING a tract of land out of the Nathan McDow Survey Abstract No. 597, City of Cleburne, Johnson County, Texas, being all of Lot 2R, Block 1, Ensign-Bickford Addition, an addition to the City of Cleburne, Texas according to the plat recorded in Slide D, Volume 10, Page 162, Plat Records of Johnson County, Texas and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found for the southwest corner of said Lot 2R;

THENCE with the west line of said Lot 2R, Block 1, North 01°38’11” East, a distance of 227.49 feet to a 5/8” iron rod with “KHA” cap set for the northwest corner of said Lot 2R;

THENCE departing said west line and continuing along the west line of said Lot 2R, Block 1, North 30°47’06” East, a distance of 211.00 feet to a 5/8” iron rod with “KHA” cap set for the north corner of said Lot 2R;

THENCE with the northeast line of said Lot 2R, South 54°15’51” East, a distance of 448.00 feet to a 5/8” iron rod with “KHA” cap set for the east corner of said Lot 2R;

THENCE with the southeast line of said Lot 2R, South 50°50’09” West, a distance of 245.79 feet to a 5/8” iron rod with “KHA” cap set for the southeast corner of said Lot 2R;

THENCE with the south line of said Lot 2R, North 88°21’49” West, a distance of 287.68 feet to the POINT OF BEGINNING and containing 2.849 acres or 124,077 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _______________ / Book _______, Page _________, in the Real Property Records of Johnson County, Texas.

SITE 52

BEING a tract of land situated in the H. G. Catlett Survey No. 16, A-178, City of Burleson, Johnson County, Texas, and being a part of a called 18.90 acres of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., as recorded in Volume 4264, Page 648, of the Deed Records of Johnson County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at a concrete monument (leaning) found for the most easterly, northeast corner of said 18.90 acre tract, same being the east corner of a visibility clip at the intersection of the south line of a Public Access Easement, Utility Easement & Drainage Easement, known as Mockingbird, as recorded in Volume 8, Page 678, Plat Records, Johnson County, Texas and the northwesterly right-of-way line of State Highway 174 (Wilshire Boulevard, a variable width public right of way);

THENCE South 34°43’47” West, along the southeasterly line of said 18.90 acre tract and the northwesterly right of way line of said State Highway No. 174, a distance of 425.90 feet to a concrete monument found for a corner at the beginning of a curve to the left, having a central angle of 03°15’04”, a radius of 5809.65 feet and a chord bearing and distance of South 33°06’15” West, 329.61 feet;

THENCE along said curve to the left and also along the northwesterly right of way line of said State Highway No. 174, an arc length of 329.66 feet;

THENCE North 56°16’41” West, departing the northwest right-of-way line of said State Highway 174, a distance of 60.07 feet to a 5/8” iron rod with cap stamped “KHA” set for corner, same being the POINT OF BEGINNING;

THENCE South 33°43’19” West, a distance of 385.00 feet to a 5/8” iron rod with cap stamped “KHA” set for corner;

THENCE North 56°16’41” West, a distance of 250.00 feet to a 5/8” iron rod with cap stamped “KHA” set for corner;

THENCE North 33°43’19” East, a distance of 385.00 feet to a 5/8” iron rod with cap stamped “KHA” set for corner;

THENCE South 56°16’41” East, a distance of 250.00 feet to the POINT OF BEGINNING and containing 2.210 acres (96,250 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _______________ / Book _______, Page _________, in the Real Property Records of Johnson County, Texas.

SITE 53

BEING a tract of land situated in the J. Balch Survey Abstract No. 82, in the City of Fort Worth, Tarrant County, Texas, and being a portion of a tract of land conveyed to Chesapeake Land Development Company, L.L.C., as evidenced by a Correction General Warranty Deed recorded in Instrument No. D209086194 the Deed Records of Tarrant County, Texas (D.R.T.C.T.), same being all of Lot 1R1 of Holman Subdivision, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Cabinet A, Slide 8951 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at an “X” cut set for the southwest corner of said Lot 1R1, same being the intersection of the east right-of-way line of Stark Street (a called 50’ wide right-of-way) with the north right-of-way line of Craig Street (a called 60’ wide right-of-way), from said corner, a found 1/2-inch iron rod bears North 76°03’54” East, 3.47 feet and a found aluminum disk bears North 60°58’27” West, 1.62 feet;

THENCE NORTH, along the common line of said Lot 1R1 and Stark Street, a distance of 363.36 feet to a 1/2-inch iron rod with cap found for the northwest corner of said Lot 1R1, said point being on the south line of Lot 4-R of McElyea Subdivision, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-71, Page 496, P.R.T.C.T.;

THENCE North 89°35’55” East, departing the east right-of-way line of said Stark Street, along the common line of said Lots 1R1 and 4-R, a distance of 145.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE SOUTH, continuing along the common line of said Lots 1R1 and 4-R, a distance of 44.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE North 89°35’55” East, continuing along the common line of said Lots 1R1 and 4-R, at a distance of a called 98.00 feet, passing the southwest corner of Lot 3 of the R. G. McElyea Subdivision, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-D, Page 309, P.R.T.C.T., continuing along the common line of said Lots 1R1 and 3 for a total distance of 140.60 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the north common corner of said Lot 1R1 and Lot 2R of said Holman Subdivision;

THENCE SOUTH, departing the common line of said Lots 1R1 and 3, along the common line of said Lots 1R1 and 2R, a distance of 320.53 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the south common corner of said Lot 1R1 and Lot 2R of said Holman Subdivision, same being on the north right-of-way line of aforesaid Craig Street;

THENCE South 89°50’00” West, along the south line of said Lot 1R1 and the north right-of-way line of said Craig Street, a distance of 285.59 feet to the POINT OF BEGINNING and containing 2.244 acres (97,754 square feet) of land, more or less.

SITE 54

BEING a tract of land situated in the Heirs of Hays Covington Survey, Abstract No. 256, City of Fort Worth, Tarrant County, Texas, and being all of Lots 5, 6, 7 and 8, Block 9 of Bankhead Estates, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-A, Page 121 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), same being a portion of a tract of land conveyed to Tarrant FW Properties, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208011085 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod found for the northeast corner of said Lot 8, Block 9, same being the northwest corner of Lot 9-R, Block 9 of Bankhead Estates, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Cabinet B, Slide 1374, P.R.T.C.T., said iron rod also being on the south right of way line of Albert Avenue (a called 50’ wide public right of way);

THENCE South 00°01’28” East, departing the south right of way line of said Albert Avenue, along the east line of said Lot 8, Block 9, the west line of said Lot 9-R, Block 9 and the west line of Lot 10-R, Block 9 as depicted in said Cabinet B, Slide 1374, a distance of 379.76 feet to a 5/8-inch iron rod found for the southeast corner of said Lot 8 and the southwest corner of said Lot 10-R, same being the north common corner of Lots 16 and 17, Block 9 as depicted in said Volume 388-A, Page 121;

THENCE West, along the south line of aforesaid Lots 8, 7, 6, and 5, Block 9, the north line of Lots 17, 18 and 19, Block 9, as depicted in said Volume 388-A, Page 121 and the north line of Lot 19-R, Block 9 of Bankhead Estates, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Cabinet A, Slide 4207, P.R.T.C.T. a distance of 448.00 feet to a 5/8-inch “KHA” capped iron rod set for the south common corner of said Lot 5 and Lot 4 in said Block 9;

THENCE North 00°01’28” West, departing the north line of said Lot 19-R and along the common line of said Lots 4 and 5, a distance of 380.69 feet to a 5/8-inch “KHA” capped iron rod set for the north common corner of said Lots 4 and 5, same being on the south right of way line of aforesaid Albert Avenue;

THENCE South 89°52’52” East, along the south right of way line of said Albert Avenue and the north line of aforesaid Lots 5, 6, 7 and 8, Block 9, a distance of 448.00 feet to the POINT OF BEGINNING and containing 3.910 acres (170,340 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 56

BEING a tract of land situated in the H. G, Catlett Survey, Abstract Number 181, Johnson County, Texas, and being a portion a called 9.496 acre tract of land described in the Deed to North Texas Acquisition, L.L.C., executed January 15, 2008, recorded in Volume 4272, Page 658, Deed Records of Johnson County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at a 5/8 inch found iron rod with yellow cap stamped “Dunaway Assoc., L.P., for the west corner of said “Tract One”, being in the northeasterly right-of-way line of said N. W. John Jones Drive, from which, an “X” cut in concrete found for the south corner of said “Tract Two”, bears South 45°19’41” East, a distance of 579.78 feet;

THENCE, North 45°21’59” West, with the northeasterly right-of-way line of said N. W. John Jones Drive, a distance of 80.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE, North 45°21’59” West, continuing with the northeasterly right-of-way line of said N. W. John Jones Drive, a distance of 377.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, North 44°38’12” East, leaving the northeasterly right-of-way line of said N. W. John Jones Drive, a distance of 300.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, South 45°21’59” East, a distance of 377.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, South 44°38’12” West, a distance of 300.00 feet to the POINT OF BEGINNING and containing 2.596 acres (113,100 square feet) of land, more or less.

SITE 57

BEING a tract of land in the W. W Wilburn Survey, Abstract No. 1639, City of Benbrook, Tarrant County, Texas, being part of a called 20.053 acre tract of land as described in deed to Tarrant FW Properties, L.L.C., recorded in County Clerk’s File No. D208017602 Deed Records of Tarrant County, Texas and being more particularly described as follows:

COMMENCING at a 1/2” iron rod found in the south right-of-way line Farm To Market Highway No. 2871 (a 160 foot wide right-of-way) said point being the northeast corner of Lot 5, Block 1 of Whitestone Ranch Phase I, an addition to the city of Benbrook as recorded in Cabinet A, Page 6732 Plat Records Of Tarrant County, Texas;

THENCE with said south right-of-way line, South 28°11’28” East, at a distance of 252.21 feet to a 5/8” iron rod with “KHA” cap set for corner and the POINT OF BEGINNING;

THENCE continuing with said south right-of-way line, South 28°11’28” East, at a distance of 365.83 feet to a 5/8” iron rod with “KHA” cap set for corner

THENCE South 53°57’09” West, leaving said south right-of-way line and across said 20.053 acre tract, a distance of 350.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 29°46’00” West, a distance of 414.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 61°50’09” East, a distance of 358.10 feet to the POINT OF BEGINNING and containing 3.157 acres or 137,519 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 58

BEING a tract of land located in the J. O’Daniel Survey, Abstract No. 1186, in the City of Arlington, Tarrant County, Texas, being a portion of a called 4.631 acre tract of land conveyed to Chesapeake Exploration, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208443823, Deed Records, Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNINING at a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the northeast corner of said 4.631 acre tract, same being on the west line of a called 54.25 acre tract of land conveyed to Peyco Family, Ltd., as evidenced in a Deed recorded in Volume 10897, Page 2138, D.R.T.C.T.;

THENCE South 00°25’51” East, along the east line of said 4.631 acre tract and the west line of said 54.25 acre tract, a distance of 390.00 feet to a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the southeast corner of said 4.631 acre tract;

THENCE South 89°37’05” West, along the south line of said 4.631 acre tract, a distance of 517.45 feet to a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the southwest corner of said 4.631 acre tract;

THENCE North 00°22’55” West, along the west line of said 4.631 acre tract, a distance of 390.00 feet to a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the northwest corner of said 4.631 acre tract;

THENCE North 89°37’05” East, along the north line of said 4.631 acre tract, a distance of 517.12 feet to the POINT OF BEGINNING and containing 4.631 acres (201,742 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Partial Assignment of Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 61

BEING a tract of land situated in the J. Brannon Survey, Abstract Number 156, located in the City of Grand Prairie, Tarrant County, Texas, being a part of a called 6.553 acre tract of land described in deed to Chesapeake Land Company, LLC, recorded under Instrument Number D208044631 of the Deed Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found in the proposed curving westerly right-of-way line of Lakeridge Parkway (a variable width public right-of-way) for the southeasterly corner of the beforementioned 6.553 acre tract, same being the northeasterly corner of a called 1.346 acre Save & Except tract described in deed to Lake Parks Joe Poole Communities, Ltd., recorded under Instrument Number D207124813 of the Deed Records of Tarrant County, Texas;

THENCE leaving the proposed westerly right-of-way line of Lakeridge Parkway with the common line of the 6.553 acre and the 1.346 acre tracts, North 68°00’55” West, a distance of 360.35 feet to a 5/8-inch iron rod found in the southeasterly line of a 100-foot wide Texas Power & Light Company easement, recorded in Volume 2549, Page 499 of the Deed Records of Tarrant County, Texas, for the southwesterly corner of the 6.553 acre tract, same being the northwesterly corner of the 1.346 acre tract;

THENCE with the southeasterly line of the 100-foot wide Texas Power & Light Company easement and the northwesterly line of the 6.553 acre tract, North 23°59’45” East, a distance of 358.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE leaving the southeasterly line of the 100-foot wide Texas Power & Light Company easement and across the 6.553 acre tract, South 66°35’20” East, a distance of 392.34 feet to a 5/8-inch iron rod with “KHA” cap set for corner on the easterly line of said 6.553 acre tract, same being in the proposed curving westerly right-of-way line of Lakeridge Parkway and the beginning of a non-tangent curve to the left;

THENCE with the easterly line of said 6.553 acre tract and the proposed westerly right-of-way line of Lakeridge Parkway, Southwesterly, with the curve to the left, through a central angle of 16°08’04”, having a radius of 1250.00 feet, and a chord bearing and distance of South 29°15’38” West, 350.84 feet, an arc distance of 352.00 feet to the POINT OF BEGINNING and containing 2.985 acres (130,032 square feet) of land.

SITE 62

BEING a tract of land situated in the W. Gray Survey, Abstract Number 635, in the City of Fort Worth, Tarrant County, Texas, being part of Block 7 of the Fort Worth Stock Yards Company, an addition to the City of Fort Worth, Tarrant County, Texas, thereof recorded in Volume 388-A, Page 111 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), said tract being a portion of that certain tract of land described in Special Warranty Deed to North Texas Acquisition, L.L.C., recorded in County Clerk’s Instrument No. D208054486 of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a found concrete monument with a brass disk stamped “SW COR 7” for the southwest corner of Block 7 of the beforementioned Fort Worth Stock Yards Company and being the intersection of the north right-of-way line of Twenty Ninth Street (called ±58’ wide right-of-way) with the easterly right-of-way line of Commerce Street (called ±58 wide right-of-way);

THENCE North 15°18’52” West, along said easterly right-of-way line and the westerly line of said Block 7, a distance of 674.28 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner and being the POINT OF BEGINNING;

THENCE North 15°18’52” West, continuing along said easterly right-of-way line and the westerly line of said Block 7, a distance of 415.00 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner;

THENCE North 89°41’08” East, leaving the said easterly right-of-way line, a distance of 207.00 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner;

THENCE South 39°46’58” East, a distance of 519.80 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner;

THENCE South 89°44’26” West, a distance of 430.00 feet to the POINT OF BEGINNING and containing 2.932 acres (127,694 square feet) of land, more or less.

SITE 64

BEING a tract of land out of the Rector Collins Survey Abstract No. 351, City of Fort Worth, Tarrant County, Texas, being all of “Tract Two”, called 2.956 acres, described in Special Warranty Deed to Tarrant FW Properties, L.L.C. recorded in Instrument No. D208056121, Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set for the northeast corner of said Tract Two, same being the northwest corner of Lot 8, Block 19 of North Meadowbrook Estates, an addition to the City of Fort Worth, recorded in Volume 388-194, Page 6, Plat Records of Tarrant County, Texas, said corner also being on the south right-of-way line of Ederville Road (a 68-foot wide public right-of-way);

THENCE with the east line of said Tract Two and the west line of Block 19 of said North Meadowbrook Estates, South 00°33’33” East, a distance of 422.47 feet to a 1/2” iron rod found for the southeast corner of said Tract Two and the southwest corner of said Block 19, same being on the north line of a tract of land described as “Tract II” in deed to CSCL L.P. recorded in Instrument No. D204311921, Official Public Records of Tarrant County, Texas;

THENCE with the south line of said Tract Two and the north line of said Tract II, South 89°51’37” West, a distance of 312.77 feet to a 1/2” iron rod found for the southwest corner of said Tract Two and the northwest corner of said Tract II, same being on the east line of Block 22 of Town of Ederville, an addition to Tarrant County according to the plat recorded in Volume 388-A, Page 38, Plat Records of Tarrant County, Texas;

THENCE with the west line of said Tract Two and the east line of said Block 22, North 01°02’29” West, a distance of 93.55 feet to a 5/8” iron rod with “KHA” cap set for corner at the southeast corner of the terminus of Eder Street (a 70-foot wide public right-of-way), said point also being the northeast corner of said Block 22;

THENCE continuing with the west line of said Tract Two, along the east right-of-way line of said Eder Street and the east line of Block 15 of said Town of Ederville, North 00°57’43” West, a distance of 303.37 feet to a 5/8” iron rod with “KHA” cap set for the northwest corner of said Tract Two, same being on the south right-of-way line of aforesaid Ederville Road;

THENCE with the north line of said Tract Two and the south right-of-way line of said Ederville Road, North 85°13’33” East, a distance of 316.54 feet to the POINT OF BEGINNING and containing 2.956 acres or 128,768 square feet of land.

The bearings for this survey are based on a bearing of North 00°57’43” West, for the east terminus of Eder Street according to said Tarrant FW Properties, L.L.C. Special Warranty Deed.

SITE 65

BEING a tract of land situated in the W. W. Warnell Survey, Abstract Number 1612, City of Arlington, Tarrant County, Texas, and being a portion of a called 12.949 acre tract of land, conveyed to Tarrant FW Properties, LLC, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D208071426, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2 inch iron rod found for the northeast corner of said 12.949 acre tract, and the northwest corner of Lot 1, Hixson Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 7738, of the Plat Records of Tarrant County, Texas, said iron rod also being in the south line of that certain “called 1.055 acre tract” of land described in the Warranty Deed to Texas Utilities Electric Company, executed April 7, 1987, recorded in Volume 8903, Page 1601, said Deed Records, from which, a 1/2 inch found iron rod for the northeast corner of said Lot 1 bears North 89°53’41” East, a distance of 210.02 feet;

THENCE, South 00°23’17” East, along the common line of said 12.949 acre tract and said addition, at a distance of 454.97 feet, pass the common west corner of Lot 5, said Hixson Addition and Lot 7, W. W. Warnell Addition, an addition to the City of Fort Worth, Texas, recorded in Volume 388-198, Page 14, said Plat Records, and continuing with the common line of said 12.949 acre tract and said Warnell Addition, in all, a total distance of 495.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for a corner;

THENCE, South 89°57’14” West, departing the east line of said 12.949 acre tract and the west line of said Warnell Addition, a distance of 548.20 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for a corner on the west line of said 12.949 acre tract and the east line of a called 4.96 acre tract, conveyed to John R. Sheffield as evidenced in a Deed recorded in Volume 14556, Page 208,D.R.T.C.T.;

THENCE, North 00°28’15” West, along the west line of said 12.949 acre tract, the east line of said 4.96 acre tract and the east line of that certain tract of land described in the Warranty Deed, to William C. Rayburn, recorded in Volume 6512, Page 392, D.R.T.C.T., passing the common east corner of said Rayburn tract and that certain tract of land described in the Warranty Deed, to William P. Rayburn et ux Charlene S. Rayburn, executed May 5, 1967, recorded in Volume 6512, Page 388, D.R.T.C.T., and continuing for a total distance of 495.00 feet, to a 1/2 inch found iron rod (Controlling Monument) for the northwest corner of said 12.949 acre tract, being the southwest corner of that certain “called 0.932 acre tract” of land described in the Warranty Deed to Texas Utilities Electric Company, executed April 7, 1987, recorded in Volume 8903, Page 1601, D.R.T.C.T.;

THENCE, North 89°57’14” East, passing the common south corner of said “called 0.932 acre tract” and that certain “called 0.63 acre tract” of land (Volume 8903, Page 1601), and continuing with the common line of said 12.949 acre tract and said “called 0.63 acre” tract, passing the common south corner of said “called 0.63 acre tract” and said “called 1.055 acre tract” of land (Volume 8903, Page 1601), and continuing with the common line of said 12.949 acre tract and

said “called 1.055 acre” tract a distance of 548.92 feet to the POINT OF BEGINNING and containing 6.233 acres (271,532 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 66

BEING a tract of land situated in the Elizabeth Jones Survey, Abstract Number 841, City of Fort worth, Tarrant County, Texas, and part of Lot 30R, Block 9, Hollowbrook Addition, an addition to the City of Fort Worth, Texas, recorded in Cabinet A, Slide 12523, Plat Records of Tarrant County, Texas (P.R.T.C.T.), and part of that certain tract of land described in the Special Warranty Deed to Fort Worth Land, L.L.C., recorded in County Clerk’s Instrument No. D208086631, Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8 inch iron rod found for the southeast corner of said Fort Worth Land, L.L.C., tract, same being in the west line of Lot 5, being the southeast corner of said Lot 30R and the northeast corner of Lot 1-R, Block 8, Hollowbrook Addition, an addition to the City of Fort Worth, Texas, recorded in Volume 388-71, Page 500, P.R.T.C.T.;

THENCE, South 89°58’43” West, along the south line of said Fort Worth Land, L.L.C., tract, the south line of said Lot 30R and the north line of said Lot 1-R, a distance of 298.00 feet to a 5/8 inch set iron rod with cap stamped “KHA”;

THENCE, North 00°02’38” West, departing the south line of said Fort Worth Land, L.L.C., tract, the south line of said Lot 30R and the north line of said Lot 1-R, a distance of 496.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for a corner;

THENCE, North 89°35’39” East, a distance of 298.01 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for a corner on the east line of said Fort Worth Land, L.L.C., tract, the east line of said Lot 30R and the west line of a tract of land conveyed to James M. Pedigo and wife Sheila K. Pedigo as described in a Deed recorded in Volume 16324, Page 337, D.R.T.C.T.;

THENCE, South 00°02’38” East, along the east line of said Lot 30R the east line of said Fort Worth Land, L.L.C., tract, the west line of said Pedigo tract, the west line of that certain tract of land described in the Warranty Deed with Vendor’s Lien, to Judith C. Wright Williams, executed April 20, 1979, recorded in Volume 6724, Page 977, said Deed Records, the west line of that certain tract of land described in the Warranty Deed with Vendor’s Lien, to Karl B. Williams and wife Judith C. Williams, executed January 11, 1984, recorded in Volume 7729, Page 1420, said Deed Records, and the west line of Lot 5, Block 1, Welborn View Addition, an addition to the City of Fort Worth, Texas, recorded in Volume 388-87, Page 23, said Plat Records, to a 1/2 inch found iron rod in the west line of said Lot 5, being the southeast corner of said Lot 30 and the northeast corner of Lot 1-R, Block 8, Hollowbrook Addition, an addition to the City of Fort Worth, Texas, recorded in Volume 388-71, Page 500, said Plat Records, a distance of 498.00 feet, to the POINT OF BEGINNING and containing 3.400 acres (148,106 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 67

BEING a tract of land out of the S.B. Hopkins Survey, Abstract No. 671, City of Fort Worth, Tarrant County, Texas, being part of a called 5.837 acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C. recorded in Instrument No. D208090859, Official Public Records of Tarrant County, Texas, said tract also being part of Lot 2, Block 3, Frank M. Anderson Subdivision, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 1255, Page 306, Deed Records of Tarrant County, Texas and part of Block 2-R, Frank M. Anderson Subdivision, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume B, Page 1675, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set at the intersection of the west right-of-way line of Sandy Lane (a variable width public right-of-way) and the south right-of-way line of Anderson Boulevard (a 60-foot wide public right-of-way, Volume 1255, Page 306, Deed Records of Tarrant County, Texas);

THENCE with said west right-of-way line, South 38°06’35” West, a distance of 571.92 feet to a 5/8” iron rod with “KHA” cap set for corner in the north line of a tract of land described in Special Warranty Deed to Abaco Properties, Inc. recorded in Instrument No. D200029728, Official Public Records of Tarrant County, Texas;

THENCE departing said west right-of-way line and with the north line of said Abaco Properties tract and the south line of said Lot 2, Block 3, West, at a distance of 248.37 feet, passing a 1/2” iron rod with cap found at the southeast corner of said Block 2-R, continuing with the south line of said Block 2-R, in all a total distance of 338.37 feet to a 5/8” iron rod with “KHA” cap set for corner; said point being a re-entrant corner of said Block 2-R and being the northwest corner of said Abaco Properties, Inc. tract;

THENCE North, a distance of 450.00 feet to a 5/8” iron rod with “KHA” cap set in said south right-of-way line of Anderson Boulevard; said point being the northernmost northeast corner of said Block 2-R;

THENCE with said south right-of-way line, East, a distance of 691.34 feet to the POINT OF BEGINNING and containing 5.319 acres or 231,686 square feet of land.

SITE 68

BEING a tract of land situated in the B. B. B. & C. RR. Co. Survey, Abstract No. 218, in the City of White Settlement, Tarrant County, Texas and being a portion of Site 7-A and Site 7-B, Western Hills Park, Third Section, an addition to the City of White Settlement, recorded in Cabinet B, Slide 1-6 in the Plat Records of Tarrant County, Texas, and being a portion of a called 11.75 acre tract of land conveyed to Fort Worth Land, L. L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s File No. D208099301 in the Deed Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found in the east line of South Las Vegas Trail (an 80-foot right-of-way), said point being the northwest corner of said 11.75 acre tract and the northwest corner of said Site 7-A and the southwest corner of Block J of Melody Park, an addition to the City of White Settlement, recorded in Volume 388-S, Page 82, in the Plat Records of Tarrant County, Texas;

THENCE South 89°37’00” East, departing the east line of said South Las Vegas Trail, along the common line of said 11.75 acre tract and said Block J and the north line of said Sites 7-A and 7-B, passing at a distance of 265.98 feet, a 1/2-inch iron rod found for the common north corner of said Site 7-A and Site 7-B, continuing for a total distance of 477.00 feet to a 5/8-inch iron rod with “KHA” cap to be set for a corner;

THENCE South 00°23’00” West, departing the common line of said Site 7-B, said 11.75 acre tract and said Block J, a distance of 424.00 feet to a 5/8-inch iron rod with “KHA” cap to be set for a corner;

THENCE North 89°37’00” West, a distance of 465.26 feet to a 5/8-inch iron rod with “KHA” cap to be set for a corner, said point being on the westerly line of said 11.75 acre tract and the westerly line of said Site 7-A and the easterly line of said South Las Vegas Trail, and being in a non-tangent curve to the right;

THENCE northerly, along the easterly line of said South Las Vegas Trail, and along the westerly line of said 11.75 acre tract and the westerly line of said Site 7-A, with said curve to the right, through a central angle of 07°57’40”, having a radius of 1524.01 feet, and a chord bearing and distance of North 03°10’52” West, 211.58 feet, an arc length of 211.75 feet to a 1/2-inch iron rod found for corner;

THENCE North 00°45’55” East, continuing along the easterly line of said South Las Vegas Trail, and along the westerly line of said 11.75 acre tract and the westerly line of said Site 7-A, a distance of 212.83 feet to the POINT OF BEGINNING and containing 4.633 acres (201,828 square feet) of land, more or less.

SITE 69

BEING a tract of land out of the W.J. Morgan Survey Abstract No. 1092, City of Fort Worth, Tarrant County, Texas, being part of a called 12.54 acre tract of land described as “Tract 1” in Special Warranty Deed to Fort Worth Land, L.L.C., recorded in Instrument No. D208126795, Official Public Records of Tarrant County, Texas, said tract also being part of Block A, Westcliff, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 388-41, Page 34, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found in the southwest right-of-way line of Interstate Highway 20 (a variable width public right-of-way); said point being the northernmost corner of a tract of land described in deed to Southwestern Bell Telephone recorded in Volume 3826, Page 54 Deed Records of Tarrant County, Texas; said point also being the northeast corner of said Block A;

THENCE departing said southwest right-of-way line with the northwest line of said Southwestern Bell Telephone tract, South 29°13’43” West, a distance of 328.97 feet to a 5/8” iron rod with “KHA” cap set for corner; from said point, an aluminum disk found bears South 29°13’43” West, a distance of 15.23 feet; said point being the westernmost corner of said Southwestern Bell Telephone tract;

THENCE departing said northwest line, North 60°46’17” West, a distance of 471.57 feet to a “PK” nail set for corner;

THENCE North 45°16’43” East, a distance of 319.65 feet to a “X” cut in concrete set for corner in said southwest right-of-way line of Interstate Highway 20;

THENCE with said southwest right-of-way line, South 64°01’25” East, a distance of 383.82 feet to the POINT OF BEGINNING and containing 3.110 acres or 135,462 square feet of land.

SITE 78

BEING a tract of land out of the Henry McGehee Survey, Abstract No. 998, City of Mansfield, Tarrant County, Texas, being part of a called 16.08 acre tract of land described in Special Warranty Deed to Trinity River Real Estate, L.L.C., recorded in Instrument No. D208150598, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

COMMENCING at a point in the south right-of-way line of Debbie Lane (a variable width public right-of-way); said point being the northwest corner of Lot 1, Hunter’s Row at Walnut Creek, Section One, an addition to the City of Mansfield, Texas according to the plat recorded in Cabinet A, Page 4150, Plat Records of Tarrant County, Texas; from said point a 1/2” iron rod found bears North 57°07’ West, a distance of 0.7 feet;

THENCE departing said south right-of-way line and with the west line of said Hunter’s Row at Walnut Creek, South 30°21’36” East, a distance of 662.58 feet to a point in the west line of Lot 7, Hunter’s Row at Walnut Creek;

THENCE departing said west line, South 59°38’24” West, a distance of 200.00 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE South 59°38’24” West, a distance of 375.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 30°21’36” West, a distance of 300.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 59°38’24” East, a distance of 375.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 30°21’36” East, a distance of 300.00 feet to the POINT OF BEGINNING and containing 2.583 acres or 112,500 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 82

BEING a tract of land situated in the H.G. Catlett Survey, Abstract Number 182, located in Johnson County, Texas, and being part of a called 7.500 acre tract of land as described in Special Warranty Deed to North Texas Acquisition, L.L.C. recorded in Volume 4356, Page 0162, Official Public Records, Johnson County, Texas, said tract of land being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the southeast right-of-way line of County Road No. 1020 (a variable width public right-of-way); said point bears North 44°47’19” East, a distance of 23.70 feet from a 1” iron pipe found at the westernmost corner of said North Texas Acquisition, L.L.C. tract;

THENCE along said southeast right-of-way line, North 44°47’19” East, a distance of 225.00 feet to a 5/8” iron rod with “KHA” cap set for corner; said point being the westernmost corner of a tract of land described in deed to Ronald L. Fisher and Rebecca E. Fisher, recorded in Volume 1927, Page 259, Deed Records, Johnson County, Texas;

THENCE departing said southeast right-of-way line and with the southwest line of said Fisher tract, South 44°21’23” East, a distance of 420.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE departing said southwest line, South 44°47’19” West, a distance of 214.51 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 45°47’15” West, a distance of 419.97 feet to the POINT OF BEGINNING and containing 2.119 acres or 92,287 square feet of land.

SITE 83

BEING a tract of land situated in the G. W. COONROD SURVEY, ABSTRACT No. 292, in the City of Arlington, Tarrant County, Texas, and being a portion of Tract B, Block 12-R, of Parkway Central Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-96, Page 46, Plat Records, Tarrant County, Texas, (P.R.T.C.T.) and being a portion of Tract C-R, Block 12-R, of Parkway Central Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-109, Page 33, P.R.T.C.T. and being a portion of a called Tract 1 as conveyed to KHC Land Investments, L.L.C., as described in Special Warranty Deed recorded in Instrument No, D208201855, Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and a portion of a called 8.528 acre tract of land conveyed to KHC Land Investments, L.L.C., as described in Special Warranty Deed recorded in Instrument No, D2082031155, (O.P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found for the southwest corner of said 8.528 acre tract, said point being the southwest corner of said Tract C-R and the southeast corner of Tract D, Block 12-R, of Parkway Central Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-109, Page 33, P.R.T.C.T. said iron rod also being on the north right-of-way line of Washington Drive, (an 80-foot wide public right-of-way);

THENCE NORTH, departing the north right-of-way line of said Washington Drive, along the common line of said Tract C-R and Tract D and along the west line of said 8.528 acre tract, a distance of 753.21 feet to a 5/8-inch iron rod found for the northerly common corner of said Tract C-R and Tract D and the northwest corner of said 8.528 acre tract;

THENCE South 89°13’00” East, departing the common line of said Tract C-R and Tract D, along the north line of said Tract C-R and the north line of said 8.528 acre tract, a distance of 475.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE SOUTH, departing the north line of said Tract C-R, the north line of said 8.528 acre tract, across said Tract C-R, passing at a distance of 271.41 feet, a point on the common line of said Tract C-R, said 8.528 acre tract and aforesaid Tract 1 and aforesaid Tract B, Block 12-R, continuing across said Tract 1 and said Tract B for a total distance of 666.74 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner, said point being on the southerly line of said Tract 1 and said Tract B, same being on the northerly line of aforesaid Washington Drive, and being in a non-tangent curve to the right;

THENCE, southwesterly along the common line of said Tract 1 and said Tract B and said Washington Drive, passing at an arc length of 86.34 feet, the southerly common corner of said Tract 1, said Tract B, said 8.528 acre tract and said Tract C-R, through a central angle of 29°13’25”, having a radius of 624.52 feet, and a chord bearing and distance of South 75°19’31” West, 315.09 feet, a total arc length of 318.54 feet to a 1/2-inch iron rod found for corner;

THENCE South 89°57’00” West, along the common line of said Tract C-R, said 8.528 acre tract and said Washington Drive, a distance of 170.14 feet to the POINT OF BEGINNING and containing 7.994 acres (348,233 sq. ft.) of land, more or less.

SITE 89

BEING a tract of land situated in the John Childress Survey, Abstract Number 249, and the William G. Matthews Survey, Abstract Number 1052, Tarrant County, Texas, and being a portion of the remainder of Block 6, Post Oak Village, an addition to the City of Fort Worth, Texas, recorded in Volume 388-145, Page 47, of the Plat Records of Tarrant County, Texas, and being a portion of an 8.347 acre tract of land described in the deed to North Texas Acquisition, L.L.C., recorded in County Clerk’s Instrument No. D208232442, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod (Controlling Monument) found for the northeast corner of said 8.347 acre tract and said Block 6, and being the intersection of the southerly right-of-way line of Trinity Boulevard (variable width right-of-way) and the westerly right-of-way line of Post Oak Boulevard (an 80-foot wide right-of-way);

THENCE South 89°59’28” West, a distance of 130.70 feet, along the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard, to a 1/2-inch iron rod found for corner, and being at the beginning of a curve to the left;

THENCE westerly, continuing along the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard and with said curve to the left, through a central angle of 03°51’49”, having a radius of 1800.00 feet, and a chord bearing and distance of South 88°03’34” West, 121.36 feet, an arc length of 121.38 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING;

THENCE departing the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard, across said 8.347 acre tract, the following courses and distances to wit:

—South 04°44’11” East, a distance of 283.00 feet to a 5/8-inch “KHA” capped iron rod set for corner;

—South 80°31’50” West, a distance of 261.00 feet to a 5/8-inch “KHA” capped iron rod set for corner;

—North 02°49’43” West, a distance of 291.00 feet to a 5/8-inch “KHA” capped iron rod set for corner on the north line of said Block 6, the north line of said 8.347 acre tract and the southerly line of said Trinity Boulevard, and being in a non-tangent curve to the right;

THENCE easterly, along the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard and with said curve to the right, through a central angle of 07°59’22”, having a radius of 1800.00 feet, and a chord bearing and distance of North 82°07’58” East, 250.80 feet, an arc length of 251.00 feet to the POINT OF BEGINNING, and containing 1.696 acres (73,887 square feet) of land, more or less.

SITE 90

BEING a tract of land situated in the J. O’ Daniel Survey, Abstract Number 1186, located in the City of Arlington, Tarrant County, Texas, and being a part of Lot 2, J. O’ Daniel Addition, an addition to the City of Arlington, as recorded in Cabinet A, Slide 5247, of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being part of a tract of land described in Special Warranty Deed to KHC Land Investments, L.L.C., a limited liability corporation, as recorded under Instrument Number D208234353 of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), said tract being more particularly described as follows:

BEGINNING at a 5/8-inch found iron rod for the northwest corner of said Lot 2, said corner also being on the south right-of-way line of Bardin Road (120 feet wide);

THENCE North 67° 19’ 28” East, along the common line between said Lot 2 and said south right-of-way line, a distance of 413.74 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 00° 26’ 58” East, leaving the south right-of-way line of Bardin Road, a distance of 525.83 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 89° 33’ 02” West, continuing along said common line, a distance of 383.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the southwest corner of said Lot 2 and the northwest corner of said Lot 3;

THENCE North 00° 26’ 58” West, along the west line of said Lot 2, a distance of 369.33 feet to the POINT OF BEGINNING and containing 3.935 acres (171,424 square feet) of land, more or less.

SITE 91

BEING a tract of land situated in the George Akers Survey, Abstract Number 30, in the City of Haltom City, Tarrant County, Texas, and being a portion of a called 7.997 acre tract of land conveyed to Fort Worth Land, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208238480 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 3/8-inch iron rod found for the southeast corner of said 7.997 acre tract and the southwest corner of a called Tract 1, conveyed to the City of North Richland Hills, Texas, as evidenced in a Deed recorded in Volume 3922, Page 0621, D.R.T.C.T., same being on the north line of a tract of land conveyed to TCS 2004, LLC, as evidenced in a Deed recorded in County Clerk’s Instrument No. D206158483, D.R.T.C.T., from said corner, a found 1-inch iron rod in an east-west fence line bears South 00°07’48” East, 8.97 feet;

THENCE South 88°45’10” West, along the south line of said 7.997 acre tract and the north line of said TCS 2004, LLC tract, a distance of 493.75 feet to a corner;

THENCE North 01°14’50” West, departing the south line of said 7.997 acre tract and the north line of said TCS 2004, LLC tract, a distance of 102.03 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING of the herein described tract;

THENCE North 24°17’13” West, a distance of 265.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 65°42’47” East, a distance of 375.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 24°17’13” East, a distance of 265.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 65°42’47” West, a distance of 375.00 feet to the POINT OF BEGINNING and containing 2.281 acres (99,375 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 92

BEING a tract of land situated in the WILLIAM STEPHENS SURVEY, Abstract No. 1429 and the RACHEL MEDLIN SURVEY, Abstract No. 1044, in the City of Arlington, Tarrant County, Texas, and being a portion of a called 5.69 net acre tract described in a Special Warranty Deed to North Texas Acquisition, L.L.C., recorded in County Clerk’s Instrument No. D208249458 of the Deed Records Tarrant County, Texas, (D.R.T.C.T.), also being a portion of Lot 33-R-1D1 of the WILLIAM STEPHENS ADDITION, an addition to the City of Arlington as recorded in Cabinet A, Slide 7772 of the Plat Records of Tarrant County, Texas, (P.R.T.C.T.) and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod found for the southeast corner of said 5.69 net acre tract, same being in the north right-of-way line of S.W. GREEN OAKS BOULEVARD (120-foot wide public right-of-way ), said point being the southeast corner of Lot 33-R-1D3 of said WILLIAM STEPHENS ADDITION;

THENCE NORTH, departing the north right-of-way line of said S.W. GREEN OAKS BOULEVARD, along the east line of said 5.69 net acre tract, the east line of said Lot 33-R-1D3, passing at 78.57 feet the northeast corner of said Lot 33-R-1D3 and the southeast corner of aforesaid Lot 33-R-1D1, continuing for a total distance of 211.72 feet to a 5/8-inch iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE WEST, leaving the east line of said 5.69 net acre tract, the east line of said Lot 33-R-1D1, passing at a distance of 191.46 a 5/8-inch iron rod at the northeast corner of Lot 33-R-1D2 of said WILLIAM STEPHENS ADDITION, for a total distance of 467.19 feet to an “X” found for corner at the northwest corner of said Lot 33-R-1D2, and the most southerly, southwest corner of said 5.69 net acre tract, same being the southeast corner of Lot 33-R-1 of WILLIAM STEPHENS ADDITION, an addition to the City of Arlington as recorded in Volume 388-197, Page 45, P.R.T.C.T.;

THENCE North 00°04’37” West, along the easterly common line of said Lot 33-R-1 and Lot 33-R-1D1, a distance of 133.33 feet to a 1/2-inch iron rod found at the northeast corner of said Lot 33-R-1;

THENCE North 89°55’27” East, across said Lot 33-R-1D1, a distance of 65.37 feet to an “X” set for corner;

THENCE NORTH, continuing across said Lot 33-R-1D1, a distance of 235.38 feet to a 5/8-inch iron rod with “KHA” cap to be set for corner, said point being on the common line of said Lot 33-R-1D1 and Lot 33-R-1C of the WILLIAM STEPHENS ADDITION, an addition to the City of Arlington as recorded in Cabinet A, Slide 2605, P.R.T.C.T., same being on the north line of aforesaid 5.69 net acre tract;

THENCE EAST, along the north line of said 5.69 net acre tract, and along the common line of said Lot 33-R-1D1 and Lot 33-R-1C, a distance of 402.00 feet to a 1/2-inch iron rod found for corner, said point being the northeast corner of said Lot 33-R-1D1 and said 5.69 net acre tract;

THENCE SOUTH, departing the common line of said Lot 33-R-1D1 and Lot 33-R-1C, along the east line of said Lot 33-R-1D1 and the east line of said 5.69 net acre tract, a distance of 368.79 feet to the POINT OF BEGINNING and containing 3.603 acres (156,961 sq. ft.) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 93

BEING a tract of land situated in the G.W. Main Survey, Abstract Number 1099, City of Arlington, Tarrant County, Texas, and being a portion of Lot C of G.W. MAIN ADDITION, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-102, Page 49 of the Plat Records of Tarrant County, Texas, same being all of a called 2.877 acre tract of land described in a Special Warranty Deed to Trinity River Real Estate, L.L.C., recorded under Instrument Number D208258053 of the Deed Records of Tarrant County, Texas, (D.R.T.C.T.), and being all of a called 2.469 acre tract of land described in a Special Warranty Deed to Trinity River Real Estate, L.L.C., recorded under Instrument Number D208258054, D.R.T.C.T., and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the southwest corner of said 2.469 acre tract and the southeast corner of Lot 4 of the James T. Turner Addition, an addition to the City of Arlington, as recorded in Volume 388-101, Page 50 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being on the north line of Block 1 of Oak Branch Estates Addition, an addition to the City of Arlington, as recorded in Volume 388-124, Page 36, P.R.T.C.T.;

THENCE in a northerly direction, along the east line of said Lot 4 and the west line of said 2.469 acre tract, the following:

North 16°55’01” West, a distance of 137.00 feet to a 1/2-inch iron rod found for a corner;

North 62°54’01” West, a distance of 57.00 feet to a 1/2-inch iron rod found for a corner;

North 48°46’01” West, a distance of 147.50 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for a corner;

North 22°47’01” West, a distance of 84.30 feet to a 5/8-inch iron rod found for the northwest corner of said 2.469 acre tract, same being on the curving southerly right of way line of Pleasant Ridge Road (a variable width right of way) as described in a Right of Way Easement recorded in Volume 7422, Page 710, D.R.T.C.T., said curve being a non-tangent curve to the left;

THENCE in an easterly direction, along the northerly line of said 2.469 acre tract and along the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 710 and along the arc of said curve to the left, through a central angle of 12°32’04”, having a radius of 1045.00 feet, a chord bearing of North 77°52’35” East, a chord distance of 228.16 feet and an arc length of 228.61 feet to the east corner of said Volume 7422, Page 710;

THENCE North 88°14’34” East, continuing along the northerly line of said 2.469 acre tract and the occupied southerly right of way line of said Pleasant Ridge Road, a distance of 10.14 feet to a corner;

THENCE North 58°40’34” East, continuing along the northerly line of said 2.469 acre tract and

the occupied southerly right of way line of said Pleasant Ridge Road, a distance of 14.15 feet to the west corner of Pleasant Ridge Road (a variable width right of way) as described in a Right of Way Easement recorded in Volume 7422, Page 697, D.R.T.C.T., same being the point of curvature of a non-tangent curve to the left;

THENCE in an easterly direction, along the northerly line of said 2.469 acre tract, the northerly line of aforesaid 2.877 acre tract, the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 697 and the southerly right of way line of Pleasant Ridge Road as described in a Right of Way Easement recorded in Volume 7422, Page 707, D.R.T.C.T., and along the arc of said curve to the left, through a central angle of 08°05’27”, having a radius of 1045.00 feet, a chord bearing of North 66°16’30” East, a chord distance of 147.44 feet and an arc length of 147.57 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the end of said curve;

THENCE North 62°13’46” East, continuing along the northerly line of said 2.877 acre tract and the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 707, a distance of 210.39 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the point of curvature of a curve to the right;

THENCE in an easterly direction, continuing along the northerly line of said 2.877 acre tract and the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 707 and along the arc of said curve to the right, through a central angle of 04°00’54”, having a radius of 1000.00 feet, a chord bearing of North 64°14’13” East, a chord distance of 70.06 feet and an arc length of 70.07 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the northeast corner of said 2.877 acre tract, same being on the east line of Lot C of aforesaid G. W. Main Addition;

THENCE South 01°46’26” East, departing the southerly right of way line of said Pleasant Ridge Road, along the east line of said 2.877 acre tract and the east line of said Lot C, a distance of 572.64 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the southeast corner of said 2.877 acre tract and the southeast corner of said Lot C;

THENCE South 89°34’59” West, along the south line of said Lot C, the south line of said 2.877 acre tract and the south line of aforesaid 2.469 acre tract, a distance of 413.09 feet to the POINT OF BEGINNING and containing 5.347 acres (232,869 square feet) of land, more less.

SITE 94

BEING a tract of land out of the Thomas McCanne Survey Abstract No. 1033, City of Fort Worth, Tarrant County, Texas, being part of a called 10.42 acre tract of land described as “Tract 1” and a called 2.200 acre tract of land described as “Tract 2” in Special Warranty Deed to Fort Worth Land, L.L.C., recorded in Instrument No. D208263998, Official Public Records of Tarrant County, Texas, said tract also being part of Lot 15 and Lot 16, Block 1, Santa Fe Industrial Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Cabinet A, Page 3747, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the west line of said Fort Worth Land, L.L.C. tract; from said point A 1/2” iron rod found in the north right-of-way line of West Seminary Drive (an 80-foot wide right-of-way) bears South 00°11’35” West, a distance of 206.16 feet; said point being the southwest corner of said Fort Worth Land L.L.C. tract;

THENCE North 00°11’35” East, a distance of 411.19 feet to a 5/8” iron rod with “KHA” cap set for corner in the south line of a Railroad Easement and Right-of-Way described as “Tract E” recorded in Volume 5268, Page 831, Deed Records of Tarrant County, Texas; said point being the beginning of a non-tangent curve to the right having a radius of 387.85 feet, a central angle of 09°26’03”, a chord bearing and distance of South 76°01’05” East, 63.79 feet; from said point, a 1/2” iron rod found bears North 89°47’ East, a distance of 0.3 feet;

THENCE with the south line of said Railroad Easement and Right-of-Way the following courses and distances:

In a southeasterly direction with said curve, an arc distance of 63.86 feet to a 1/2” iron rod found at the beginning of a non-tangent curve to the left having a radius of 407.85 feet, a central angle of 18°36’12”, a chord bearing and distance of South 80°27’21” East, 131.84 feet;

In a southeasterly direction, with said curve, an arc distance of 132.42 feet to a 5/8” iron rod with “KHA” cap set for corner in the east line of said Lot 16 and the east line of said Tract 2;

North 00°11’35” East, a distance of 41.30 feet to a 5/8” iron rod with “KHA” cap set for corner;

South 89°46’00” East, a distance of 127.96 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE departing said south right-of-way line, South 00°11’35” West, a distance of 416.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 89°46’00” West, a distance of 320.00 feet to the POINT OF BEGINNING and containing 2.937 acres or 127,951 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 95

BEING a tract of land situated in the P. Pate Survey, Abstract Number 1202, in the City of Fort Worth, Tarrant County, Texas, being a portion of Lot B-R-1, Block 1, RIDGMAR PLAZA, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-106, Page 17 of the Plat Records of Tarrant County, Texas, being a portion of a tract of land described in Deed to Fort Worth Land, L.L.C., recorded under Instrument Number D208266010 of the Official Records of Tarrant County, Texas and being more particularly described by metes and bounds as follows:

BEGINNING at a 3/4-inch iron rod found for the intersection of the south right-of-way line of Plaza Parkway (a called108-foot wide public right-of-way) and the east right-of-way line of Ridgmar Boulevard (a called 80-foot wide public right-of-way) and the northwest corner of Lot B-R-1, Block 1;

THENCE with the south right-of-way line of Plaza Parkway, the following courses and distances to wit:

—North 74°45’45” East, a distance of 8.00 feet to a 3/4-inch iron rod found for the beginning of a curve to the right;

—Easterly, with said curve to the right, through a central angle of 14°24’40”, having a radius of 937.48 feet, and a chord bearing and distance of North 81°58’05” East, 235.18 feet, an arc length of 235.80 feet to a 5/8-inch iron rod found for corner;

—North 89°10’25” East, a distance of 362.20 feet to a 3/4-inch iron rod found for the intersection of the south right-of-way line of Plaza Parkway and the west right-of-way line of Ridgmar Plaza (a called 144-foot wide public right-of-way) for the beginning of a non-tangent curve to the right;

THENCE with said curve to the right, through a central angle of 01°06’53”, having a radius of 5834.79 feet, and a chord bearing and distance of South 06°12’34” East, 113.53 feet, an arc length of 113.53 feet to a 5/8-inch iron rod with plastic “KHA” cap set for corner;

THENCE leaving the west right-of-way line of Ridgmar Plaza and crossing said Lot B-R-1, Block 1, the following courses and distances to wit:

—South 89°10’25” West, a distance of 86.42 feet to a PK nail set for corner;

—South 00°49’35” East, a distance of 15.00 feet to a PK nail set for corner;

—South 89°10’25” West, a distance of 115.76 feet to a PK nail set for corner

—South 00°47’53” East, a distance of 122.00 feet to a 3/4-inch iron rod for the northeast corner of Lot A-R, Block 1 of said RIDGMAR PLAZA;

THENCE South 89°11’33” West, with the common line of Lot B-R-1 and Lot A-R, Block 1, a distance of 324.10 feet to a 1-inch iron rod found in the east right-of-way line of Ridgmar Boulevard;

THENCE North 22°46’15” West, with the east right-of-way line of Ridgmar Boulevard, a

distance of 201.14 feet to a 3/4-inch iron rod found for the beginning of a curve to the right;

THENCE with said curve to the right, through a central angle of 1°20’50”, having a radius of 1454.34 feet, and a chord bearing and distance of North 22°05’50” West, 34.20 feet, an arc length of 34.20 feet to the POINT OF BEGINNING and containing 2.637 acres, (114,885 square feet) of land, more or less.

SITE 98

BEING a tract of land situated in the B.B.B. & C.R.R. Survey, Abstract Number 89, Johnson County, Texas, and being all of Lot 1, Block A of Ensign-Bickford North Addition, an Addition to the City of Cleburne, Texas, according to the Map or Plat thereof recorded in Slide D, Volume 10, Page 165, of the Plat Records of Johnson County, Texas, and being a portion of a called 48.75 acre tract as described in a Special Warranty Deed to Fort Worth Land, LLC, recorded in Volume 4260, Page 774, of the Deed Records of Johnson County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “KHA” set for the southeast corner of said Lot 1, Block A, same being on the north line of Supreme Addition, an Addition to the City of Cleburne, Texas, according to the Map or Plat thereof recorded in Volume 7, Page 54 of the Plat Records of Johnson County, Texas, said corner also being a south common corner of said Lot 1 and Lot 2, Block A of said Ensign-Bickford North Addition;

THENCE South 89°27’09” West, along the south line of said Lot 1 and the north line of said Supreme Addition, a distance of 335.26 feet to a 1/2-inch iron rod found for a southwest corner of said Lot 1 and the northwest corner of said Supreme Addition, same being on the northeast right-of-way line of County Road 1022 (Pipeline Road) a called 60’ wide right-of-way;

THENCE North 43°47’51” West, along the southwest line of said Lot 1 and the northeast right-of-way line of said County Road 1022 (Pipeline Road), a distance of 277.07 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for the west corner of said Lot 1, same being a south common corner of said Lot 1 and aforesaid Lot 2, Block A;

THENCE North 28°28’07” East, departing the northeast right-of-way line of said County Road 1022 (Pipeline Road) and along the common line of said Lots 1 and 2, a distance of 348.19 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for the northwest corner of said Lot 1;

THENCE South 63°16’01” East, continuing along the common line of said Lots 1 and 2, a distance of 401.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for the northeast corner of said Lots 1 and 2;

THENCE South 00°30’56” East, continuing along the common line of said Lots 1 and 2, a distance of 322.50 feet to the POINT OF BEGINNING and containing 4.323 acres (188,302 square feet) of land, more or less.

SITE 99

BEING a tract of land out of the N.B. Breeding Survey Abstract No. 189, City of Fort Worth, Tarrant County, Texas, being part of a called 39.12 acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C. recorded in Instrument No. D208294744, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the north line of said Fort Worth Land, L.L.C. tract; from said point, the northwest corner of said Fort Worth Land L.L.C. tract bears South 88°54’09” West, a distance of 526.44 feet;

THENCE with said north line, North 88°54’09” East, a distance of 370.74 feet to a 5/8” iron rod with cap found for corner at the southernmost southwest corner of a tract of land described in Warranty Deed to Bennie G. Boone recorded in Volume 4591, Page 52, Deed Records of Tarrant County, Texas;

THENCE with a south line of said Boone tract, South 89°55’50” East, a distance of 78.98 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South, a distance of 487.31 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE West, a distance of 449.66 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North, a distance of 480.30 feet the POINT OF BEGINNING and containing 5.001 acres or 217,846 square feet of land.

Bearing system based on a bearing of South 00°08’10” West, for the east line of said Fort Worth Land, L.L.C. tract.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 100

BEING a tract of land situated in the John Davis Survey, Abstract No. 418, in the City of Fort Worth, Tarrant County, Texas, and being a portion of Block 2, A.H. Fish Addition, an addition to the City of Fort Worth, recorded in Volume 388-L, Page 60, in the Plat Records of Tarrant County, Texas, and being a portion of a tract of land conveyed to Fort Worth Land, L. L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s File No. D208293962 in the Deed Records of Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod found for the northeast corner of said Block 2, same being on the westerly right-of-way line of Mitchell Boulevard (a 100’ wide right-of-way);

THENCE South 28°00’00” East, along the easterly line of said Block 2 and the westerly right-of-way line of said Mitchell Boulevard, a distance of 141.67 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE South 28°00’00” East, continuing along the easterly line of said Block 2 and the westerly right-of-way line of said Mitchell Boulevard, a distance of 14.26 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South 00°22’11” East, departing the easterly line of said Block 2 and the westerly right-of-way line of said Mitchell Boulevard, a distance of 362.36 feet to a PK nail set for a corner;

THENCE South 89°37’49” West, a distance of 250.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 00°22’11” West, a distance of 375.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 89°37’49” East, a distance of 243.38 feet to the POINT OF BEGINNING and containing 2.151 acres (93,708 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 101

BEING a tract of land situated in the S. P. Loving Survey, Abstract Number 943, City of Fort Worth, Tarrant County, Texas, being a portion of Lot A, Block 1 of JIM ELLIS INDUSTRIAL ADDITION, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-F, Page 397 of the Plat Records of Tarrant County, Texas, same being a portion of the 3.999 acre tract of land described in Deed to Fort Worth Land, L.L.C., recorded under Instrument Number D208294158 of the Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with “SURVCON INC.” cap found at the intersection of the north right-of-way line of East Dewitt Drive (a 50-foot wide public right-of-way) and the east right-of-way line of Yuma Street (a 60-foot wide public right-of-way) for the southwest corner of said Lot A, Block 1 and the beginning of a curve to the right, same being the southwest corner of said 3.999 acre tract;

THENCE with said east right-of-way line of Yuma Street, the west line of said Lot A and the west line of said 3.999 acre tract and along said curve to the right, through a central angle of 02°03’27”, having a radius of 2260.40 feet, and a chord bearing and distance of North 01°34’16” West, 81.17 feet, an arc length of 81.17 feet to a 5/8-inch iron rod with plastic “SURVCON INC.” cap found for corner;

THENCE North 00°32’33” West, continuing with the east right-of-way line of Yuma Street, the west line of said Lot A and the west line of said 3.999 acre tract, a distance of 152.16 feet to a 5/8-inch iron rod with plastic “KHA” cap for corner;

THENCE North 89°27’27” East, leaving the east right-of-way line of Yuma Street, the west line of said Lot A and the west line of said 3.999 acre tract, a distance of 314.92 feet to a 5/8-inch iron rod with plastic “KHA” cap set for corner;

THENCE South 00°32’33” East, a distance of 300.13 feet to a 5/8-inch iron rod with plastic “KHA” cap set for corner in the north right-of-way line of East Dewitt Drive, same being on the south line of said Lot A and the south line of said 3.999 acre tract;

THENCE North 78°30’33” West, with the north right-of-way line of East Dewitt Drive, the south line of said Lot A and the south line of said 3.999 acre tract, a distance of 320.51 feet to the POINT OF BEGINNING and containing 1.926 acres (83,909 square feet) of land, more or less.

SITE 103

BEING a tract of land situated in the Thomas Perkins Survey, Abstract Number 1218, Tarrant County, Texas, being a portion of Lot 13, Thomas Perkins Addition, an addition to the City of Arlington, Texas, recorded in Cabinet A, Slide 6101, a portion of Lots 5 and 6, Block 1, Pounds Addition, an addition to the City of Arlington, Texas, recorded in Volume 388-15, Page 635, and a portion of Tract 2-K-A, of the Thomas Perkins Survey, an addition to the City of Arlington, Texas, recorded in Volume 388-47. Page 185, all of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being a portion of a called 7.993 acre tract of land conveyed to Trinity River Real Estate, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208306507 of the Deed Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at an “X” cut found for the southwest corner of said 7.993 acre tract, same being the southwest corner of Tract 2-K-B of said Thomas Perkins Survey, same being on the east right-of-way line of Perkins Road (a called 70’ wide right-of-way);

THENCE North 00°17’46” East, along the west line of said 7.993 acre tract, the west line of said Tracts 2-K-B and 2-K-A and along the east right-of-way line of said Perkins Road, a distance of 221.09 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING of the herein described tract;

THENCE North 00°17’46” East, continuing along the west line of said 7.993 acre tract, west line of said Tract 2-K-A and said right-of-way line, a distance of 69.19 feet to 5/8 inch found iron rod with a yellow cap stamped “Dunaway Assoc, L.P.” for the northwest corner of said Tract 2-K-A;

THENCE South 89°28’46” West, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road, a distance of 1.19 feet to a P.K. Nail found in a fence post for a corner;

THENCE North 01°57’26” West, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road, a distance of 24.36 feet, to a 5/8 inch found iron rod with a yellow cap stamped “Dunaway Assoc, L.P.” for the beginning of a non-tangent curve to the right having a radius of 300.00 feet and a chord bearing North 14°23’20” East, a distance of 136.73 feet;

THENCE in a northerly direction, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road and with said non-tangent curve to the right, through a central angle of 26°20’38”, an arc distance of 137.94 feet, to an “X” cut found in concrete for the end of said curve, from which a found “X” in concrete bears South 28°51’31” West, a distance of 1.34 feet;

THENCE North 31°20’52” East, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road, a distance of 148.58 feet to a 5/8 inch iron rod set with cap stamped “KHA” for a corner;

THENCE North 89°13’54” East, departing the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road a distance of 308.00 feet to a 100 D nail found for a northeast corner of said 7.993 acre tract, same being the common east corner of aforesaid Lot 13 and said Lot 3, said iron rod being in the west line of Block 1, Water Crest Addition, an addition to the City of Arlington, Texas, recorded in Cabinet A, Slide 932 P.R.T.C.T.;

THENCE South 00°44’41” East, along the east line of said 7.993 acre tract, the east line of said Lot 13 and the west line of Block 1 of said Water Crest Addition, passing at a distance of 131.44 feet, to a 5/8 inch found iron rod for the southeast corner of said Lot 13, a southwest corner of said Block1 and the northwest corner of that certain tract of land described in the General Warranty Deed to Stewart D. Greenlee and wife Deborah L. Greenlee, recorded in Volume 11154, Page 1344, D.R.T.C.T.;

THENCE South 00°45’56” East, continuing along the east line of said 7.993 acre tract and the west line of said Greenlee tract for part of the way and continuing along the extension of the said common line, for a total distance of 219.91 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 89°13’53” West, a distance of 422.26 feet to the POINT OF BEGINNING and containing 3.153 acres (138,988 square feet) of land, more or less.

SITE 105

BEING a tract of land situated in the Telitha Akers Survey, Abstract No. 20, Tarrant County, Texas, said tract being part of a 12.797 acre tract of land described in deed to Trinity River Real Estate, LLC, as recorded in County Clerk Document No. D208315743, Deed Records, Tarrant County, Texas (D.R.T.C.T.), said tract being more particularly described as follows:

BEGINNING at a 5/8-inch found iron rod with a cap stamped “4804” for the southerly, southeast corner of said Trinity River Real Estate tract and the northerly line of Lot 1, Block 1, Hurst Athletic Complex Addition, recorded in Volume 388-161, Page 67, Plat Records of Tarrant County, Texas;

THENCE North 89° 59’ 52” West, along common line of said Trinity River Real Estate tract and said Hurst Athletic Complex Addition, a distance of 480.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 00° 00’ 08” East, leaving common line of said Trinity River Real Estate tract and said Hurst Athletic Complex Addition, a distance of 105.62 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 45°46’36” East, a distance of 203.74 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89°59’52” West, a distance of 106.81 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the point of curvature of a curve to the right;

THENCE in a westerly direction, along the arc of said curve to the right, through a central angle of 45°46’28”, having a radius of 50.00 feet, a chord bearing of North 67°06’38” West, a chord distance of 38.89 feet and an arc length of 39.95 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the point of tangency of said curve;

THENCE North 44°13’24” West, a distance of 139.67 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner on the southeast right-of-way line of State Highway No. 26, also being the southeast corner of the tract of land described in deed to the State of Texas, as recorded in County Clerk Document No. D207354066, Deed Records, Tarrant County, Texas;

THENCE North 45°46’36” East, along the southeast right-of-way line of said State Highway No. 26, a distance of 30.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 44°13’24” East, leaving the southeast right-of-way line of said State Highway No. 26, a distance of 139.67 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the point of curvature of a curve to the left;

THENCE in an easterly direction, along the arc of said curve to the left, through a central angle of 45°46’28”, having a radius of 20.00 feet, a chord bearing of South 67°06’38” East, a chord distance of 15.56 feet and an arc length of 15.98 feet to a 5/8-inch set iron rod with cap stamped

“KHA” for the point of tangency of said curve;

THENCE South 89°59’52” East, a distance of 447.07 feet to a 5/8-inch found iron rod with a cap stamped “4804” for the most northerly, northwest corner of aforesaid Lot 1, Block 1, Hurst Athletic Complex Addition;

THENCE South 01° 17’ 39” West, along a west line of said Lot 1, Block 1, a distance of 277.80 feet to the POINT OF BEGINNING and containing 2.931 acres (127,659 square feet) of land, more or less.

SITE 107

BEING a tract of land situated in the J. H. Barlough Survey, Abstract Number 130, located in the City of North Richland Hills, Tarrant County, Texas, and being a portion of a called 6.987 acre tract of land described in Special Warranty Deed to CHK Louisiana, L.L.C. recorded in County Clerk’s Instrument No. D208327664 of the Official Public Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod with “RPLS 4224” cap found for the northeast corner of said 6.987 acre tract, same also being in the west line of a tract of land described in deed to Carl J. Peterson recorded in Volume 4887, Page 684 of the Deed Records of Tarrant County, Texas;

THENCE South 00°59’46” East, along east line of said 6.987 acre tract and the west line of said Carl J. Peterson tract, a distance of 497.54 feet to a 3/4-inch bent iron rod found for the southeast corner of said 6.987 acre tract, same being the northeast corner of a tract of land described in a deed to R. J. Hall, recorded in County Clerk’s Instrument No. D197222096, Official Public Records of Tarrant County, Texas;

THENCE South 89°24’28” West, along the south line of said 6.987 acre tract and the north line of said R. J. Hall tract, a distance of 229.90 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

THENCE North 00°21’05” West, departing the south line of said 6.987 acre tract and the north line of said R. J. Hall tract, a distance of 61.53 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

THENCE North 39°04’44” West, a distance of 187.69 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

THENCE North 00°59’46” West, a distance of 291.30 feet to a 5/8-inch iron rod with “KHA” cap set in the north line of said 6.987 acre tract;

THENCE North 89°46’24” East, along the north line of said 6.987 acre tract, a distance of 345.00 feet to the POINT OF BEGINNING and containing 3.591 acres (156,410 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 109

BEING a tract of land situated in the J. HOWARD SURVEY, Abstract No. 816, and the T.K. HAMBY SURVEY, Abstract No. 815, Fort Worth, Tarrant County, Texas, and being part of a called 24.5448 acre tract of land conveyed to CHK Louisiana, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s File No. D208341973, of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch iron rod found for the most southerly, southeast corner of said 24.5448 acre tract, same being the southwest corner of a called 0.066 acre tract of land conveyed to Abaco Properties, Inc. by deed filed September 11, 2002, recorded in Volume 15964 at Page 71, and refiled December 30, 2002 and re-recorded in Volume 16249 at Page 93 O.P.R.T.C.T., said iron rod also being on the north Right-of-Way line of Interstate Highway No. 30; (variable width right of way);

THENCE North 82°45’24” West, along the south line of said 24.5448 acre tract and the north right-of-way line of said Interstate Highway No. 30, a distance of 345.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 02°00’15” East, departing the south line of said 24.5448 acre tract and the north right-of-way line of said Interstate Highway No. 30, a distance of 379.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE South 89°26’19” East, a distance of 377.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner in the east line of said 24.5448 acre tract and the west line of Lot 1 in Block 2 of the Pantego Bible Church Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Cabinet “A”, Slide 1633 of the Plat Records of Tarrant County, Texas;

THENCE South 00° 25’ 59” West, along the east line of said 24.5448 acre tract and the west line of said Lot 1 in Block 2, a distance of 160.09 feet to a 1/2-inch iron rod found for corner;

THENCE South 00° 09’ 06” East, continuing along the east line of said 24.5448 acre tract and the west line of said Lot 1 in Block 2, a distance of 203.91 feet to a 1/2-inch iron rod found for the most easterly, southeast corner of said 24.5448 acre tract, same being the northeast corner of a aforesaid 0.066 acre tract;

THENCE North 82° 45’ 24” West along the south line of said 24.5448 acre tract and the north line of said 0.066 acre tract for a distance of 47.86 feet to a 1/2-inch iron rod found for the northwest corner of said 0.066 acre tract;

THENCE South 00° 09’ 06” East along an east line of said 24.5448 acre tract and the west line of said 0.066 acre tract for a distance of 60.61 feet to the POINT OF BEGINNING and containing 3.468 acres (151,076 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 113

BEING a tract of land situated in the Temple O. Harris Survey, Abstract Number 645, in the City of Arlington, Tarrant County, Texas, and being a portion of a called Tract I (26.822 acres) tract of land conveyed to CHK Louisiana, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208383547, Deed Records, Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 5/8-inch iron rod found for the southwest corner of said Tract I, same being the northwest corner of Lot 1, Block 1, DeRiso Development Addition, an Addition to the City of Arlington, Texas, as recorded in Cabinet A, Slide 12256, Plat Records, Tarrant County, Texas (P.R.T.C.T.), said iron rod also being on the east right of way line of F. M. 157 (Cooper Street), a variable width right of way;

THENCE North 89°40’35” East, departing the east right of way line of said Cooper Street, along the south line of said Tract I and the north line of said Lot 1, Block 1, a distance of 492.16 feet to a 1/2-inch iron rod found for the northeast corner of said Lot 1, Block 1 and the northwest corner of a tract of land conveyed to Louis Land Company as evidenced in a Deed recorded in County Clerk’s Instrument No. D206026212, D.R.T.C.T., same being the POINT OF BEGINNING of the herein described tract;

THENCE North 00°06’01” West, departing the northeast corner of said Lot 1, Block 1, the northwest corner of said Louis Land tract and the south line of said Tract I, crossing said Tract I, a distance of 333.37 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the north line of said Tract 1, same being on the south line of a tract of land conveyed to Oncor Electric Delivery (formerly Texas Electric Delivery Co.), as evidenced in a Deed recorded in Volume 3893, Page 532, D.R.T.C.T.;

THENCE South 89°58’42” East, along the north line of said Tract I and the south line of said Oncor Electric Delivery tract, a distance of 406.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 00°06’01” East, departing the north line of said Tract I and the south line of said Oncor Electric Delivery tract, a distance of 330.92 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the south line of said Tract I, same being on the north line of aforesaid Louis Land tract,

THENCE South 89°40’35” West, along the south line of said Tract I and the north line of said Louis Land tract, a distance of 406.00 feet to the POINT OF BEGINNING and containing 3.096 acres (134,849 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 114

BEING a tract of land situated in the Temple O. Harris Survey, Abstract Number 645, Tarrant County, Texas, and being a portion of a called Tract I (26.822 acres) tract of land conveyed to CHK Louisiana, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208383547, Deed Records, Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 1-inch iron pipe found for the southeast corner of said Tract I, same being the northeast corner of GPKL Commercial Addition, an Addition to the City of Arlington, Texas, as recorded in Cabinet A, Slide 9670, Plat Records, Tarrant County, Texas (P.R.T.C.T.);

THENCE South 89°40’35” West, along the south line of said Tract I, the north line of said GPKL Commercial Addition, distance of 796.11 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING of the herein described tract;

THENCE South 89°40’35” West, continuing along the south line of said Tract I and the north line of a said GPKL Commercial Addition and along the north line of a tract of land conveyed to Stegmeier, LLC, as evidenced in a Deed recorded in County Clerk’s Instrument No. D207236738, D.R.T.C.T tract, a distance of 781.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 03°52’26” East, departing the south line of said Tract I and the north line of a said Stegmeier, LLC tract and generally along a wooden fence, a distance of 274.12 feet to a fence corner post;

THENCE North 89°23’48” East, continuing along the wooden fence part of the way, a distance of 760.94 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 00°19’25” East, a distance of 277.10 feet to the POINT OF BEGINNING and containing 4.871 acres (212,185 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 115

BEING a tract of land situated in the John Nugent Survey, Abstract Number 1173, in the City of White Settlement, Tarrant County, Texas, and being a portion of Lot 3A, Block 4 of LOT 3A AND 3B, BLOCK 4 OF WESTGATE ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Cabinet A, Slide 9047 of the Plat Records of Tarrant County, Texas, (P.R.T.C.T.), same being a portion of a called 4.828 acre tract of land described in deed to CHK Louisiana, LLC, recorded under Instrument Number D208397036 of the Official Public Records of Tarrant County, Texas, (O.P.R.T.C.T.), and being a portion of Lot 3B, Block 4 of said LOT 3A AND 3B, BLOCK 4 OF WESTGATE ADDITION, same being a portion of a called 18.127 acre tract of land described in deed to CHK Louisiana, LLC, recorded under Instrument Number D208397034, O.P.R.T.C.T., and being more particularly described as follows:

BEGINNING at a 5/8 inch iron rod found in the southerly line of Lot 1, Block 1 of SAM’S WHOLESALE CLUB ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-205, Page 89, P.R.T.C.T., and for the northerly-most northwestern corner of said Lot 3B, Block 4, same being the northeasterly corner of Lot 4R of LOTS 4R AND 5-A-1, BLOCK 4, WESTGATE ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Cabinet B, Slide 487, P.R.T.C.T.;

THENCE with the common line of said Lot 1, Block 1 and Lot 3B, Block 4, the following courses and distances to wit:

—North 89°49’30” East, a distance of 165.60 feet to a 5/8-inch iron rod with cap found for corner;
—South 00°10’30” East, a distance of 10.06 feet to a 5/8-inch iron rod found for corner;
—North 89°49’30” East, a distance of 338.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE leaving the common line of said Lot 1, Block 1 and Lot 3B, Block 4, and across said Lots 3A and 3B, Block 4, the following courses and distance to wit:

—South 00°10’30” East, a distance of 439.68 feet to a point for corner in said Lot 3A, Block 4, same point lying within an existing masonry building;
—South 88°37’12” West, a distance of 505.67 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set in the common line of said Lot 3B, Block 4 and LOT 1, BLOCK 4, WESTGATE ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-153, Page 5, P.R.T.C.T.;

THENCE North 00°04’03” East, leaving the common line of said Lot 3B, Block 4 and Lot 1, Block 4, and across said Lot 3B, Block 4, continuing with the common line of said Lot 3B, Block 4 and Lot 4R, Block 4, a distance of 460.38 feet to the POINT OF BEGINNING and containing 5.193 acres (226,208 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 117

BEING a tract of land situated in the William Bussell Survey, Abstract No. 151, City of Fort Worth, Tarrant County, Texas, and being all of Blocks 2 and 3 of the Evans-Pearson-Westwood Addition, as shown on plat thereof recorded in Volume 310, Page 18, of the Plat Records of Tarrant County, Texas, and adjacent and included areas marked as “Reserved” on said Plat vacated by City of Fort Worth Ordinance No. 2870 recorded in Volume 2479, Page 150, of the Deed Records of Tarrant County, Texas, same also being all of a 2.4652 acre portion of a called Tract 19 (JM Land Partners Tract - B), conveyed to Chesapeake Exploration, LLC, as evidenced in a Special Warranty Deed recorded in Instrument No. D209046006 of the Deed Records of Tarrant County, Texas, and all being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found for the southeast corner of said Block 3, at the point of intersection of the west line of Harrold Avenue (a 50-foot wide right-of-way) with the north line of Dakota Street (a 55-foot wide right-of-way);

THENCE North 89°43’15” West, with the south line of said Block 3 and the north line of said Dakota Street, at 300.00 feet (plat distance) passing the southwest corner of said Block 3 in the southeasterly line of a “Reserved” strip, and continuing across said “Reserved” strip, in all a distance of 315.91 feet to a PK nail set for point on the southeasterly line of the Fort Worth and Western Railroad Company right-of-way (a 125-foot wide right-of-way; 50 feet from centerline) (formerly St. Louis-San Francisco and Texas Railway);

THENCE North 22°10’00” East, with the common line between said Railroad right-of-way and said “Reserved” strip, a distance of 538.55 feet to a 1/2-inch iron rod found at the point of intersection of said common line with the north line, extended, of said Block 2 and the south line of another “Reserved” strip;

THENCE South 89°49’00” East, passing the northwest corner of said Block 2, continuing with north line of said Block 2 and south line of said “Reserved” strip, in all a distance of 113.83 feet to a 3/4-inch iron rod found for the northeast corner of said Block 2 at the point of intersection of said north line of Block 2 and south line of “Reserved” strip with west line of said Harrold Avenue;

THENCE South 00°07’40” West, with the west line of said Harrold Avenue and with the east lines of said Blocks 2 and 3 and an included “Reserved” strip, in all a distance of 499.92 feet to the POINT OF BEGINNING and containing 2.465 acres (107,389 square feet) of land, more or less.

SITE 118

BEING a tract of land situated in the H.G. Catlett Survey, Abstract Number 183, City of Burleson, Johnson County, Texas, and being a portion of a called Tract 1 and Tract 2 as described in Special Warranty Deed to Chesapeake Land Company, LLC, as recorded in Volume 4171, Page 208, and a portion of a called 1.301 acre tract of land as described in a Deed to Chesapeake Land Development Company as executed on November 20, 2009 and recorded under Clerk’s No. 35503, all of the Deed Records of Johnson County, Texas (D.R.J.C.T.), and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “KHA” set for the most easterly, northeast corner of a called 1.056 acre tract of land described in a Special Warranty Deed to DTMC, Ltd, as executed on November 19, 2009 and recorded under Clerk’s No. 35505, D.R.J.C.T.;

THENCE South 45°09’35” West, along a northwesterly line of said 1.056 acre tract, a distance of 259.50 feet to a 5/8-inch iron rod with cap stamped “KHA” set for an inner ell corner of said 1.056 acre tract;

THENCE North 44°50’25” West, along a northeast line of said 1.056 acre tract, a distance of 240.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 45°09’35” East, departing the northeast line of said 1.056 acre tract and crossing aforesaid Tract 1, passing at a distance of 249.83 feet, a 5/8-inch iron rod with cap stamped “KHA” set for a reference corner, and continuing for a total distance of 280.26 feet to a corner on the curving easterly line of a called 2.363 acre tract of land described in a Dedication Deed to the City of Cleburne, Texas for the realignment of Hemphill Road, as executed on November 11, 2009 and recorded under Clerk’s No. 35504, D.R.J.C.T., said curve being a non-tangent curve to the right;

THENCE in a northeasterly direction, along the easterly line of said 2.363 acre tract, and along the arc of said curve to the right, through a central angle of 04°14’57”, having a radius of 475.00 feet, a chord bearing of North 73°01’30” East, a chord distance of 35.22 feet and an arc length of 35.23 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the point of tangency of said curve;

THENCE North 75°08’59” East, continuing along the easterly line of said 2.363 acre tract, a distance of 75.75 feet to a corner, from which, a set 5/8-inch iron rod with cap stamped “KHA”, bears South 33°08’28” East, 10.06 feet;

THENCE South 44°50’25” East, departing the easterly line of said 2.363 acre tract, a distance of 185.68 feet to a corner;

THENCE South 45°09’35” West, passing at a distance of 2.44 feet, a 5/8-inch iron rod with cap stamped “KHA” set for a reference corner, continuing for a total distance of 117.50 feet to the POINT OF BEGINNING and containing 2.018 acres (87,910 square feet) of land, more or less.

SITE 120

BEING a tract of land situated in the J. Sanderson Survey, Abstract Number 1430, Tarrant County, Texas, and being all of Block 3 and a portion of Blocks 2, 4, 10 and 15, Interurban Addition, Third Filing, an addition to the City of Fort Worth, Texas, recorded in Volume 106, Page 157, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), said tract of land also being a portion of a called 15.551 acre tract of land described in the Conveyance to Chesapeake Exploration, L.P., executed February 27, 2007, recorded in County Clerk’s Instrument No. D207078241, said Deed Records, said 15.551 acre tract of land being that same tract of land described in the Special Warranty Deed to Dale Resources, LLC, executed May 9, 2006, recorded in County Clerk’s Instrument No. D206157942, said Deed Records, and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for the northeast corner of said 15.551 acre tract, same being on the south line of a tract of land conveyed to Martin S. Moore as evidenced in a Deed recorded in Volume 7460, Page 2272, D.R.T.C.T., said iron rod also being on the westerly bank of Sycamore Creek;

THENCE in a southerly direction, along the easterly line of said 15.551 acre tract and the westerly bank of said Sycamore Creek, the following:

South 23°00’15” East, a distance of 9.73 feet to a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for a corner;

South 13°56’54” West, a distance of 68.99 feet to a corner;

South 03°15’33” West, a distance of 71.98 feet to a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for a corner;

South 07°22’11” East, a distance of 165.58 feet to a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for a corner;

South 21°01’40” East, a distance of 92.67 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 84°33’31” West, departing the easterly line of said 15.551 acre tract and the westerly bank of said Sycamore Creek, a distance of 600.08 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 08°31’37” West, a distance of 323.84 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the northerly line of said 15.551 acre tract, same being on the southerly right of way line of Interstate Highway No. 30 (a variable width right of way);

THENCE in an easterly direction, along the northerly line of said 15.551 acre tract and the southerly right of way line of said Interstate Highway No. 30, the following:

North 81°28’23” East, a distance of 57.80 feet to a 5/8-inch “DUNAWAY ASSOC. LP.” capped iron rod found for a corner;

North 81°25’54” East, a distance of 51.53 feet to a 5/8-inch “DUNAWAY ASSOC. LP.” capped iron rod found for a corner;

North 80°56’23” East, a distance of 209.36 feet to a 5/8-inch “DUNAWAY ASSOC. LP.” capped iron rod found for the most northerly, northeast corner of said 15.551 acre tract, same being the west corner of aforesaid Martin S. Moore tract;

THENCE South 84°33’37” East, continuing along the northerly line of said 15.551 acre tract and along the south line of said Martin S. Moore tract, a distance of 294.28 feet to the POINT OF BEGINNING and containing 5.033 acres (219,231 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 121

BEING a tract of land out of the S.K. Smith Survey, Abstract No. 1417, City of Fort Worth, Tarrant County, Texas, being part of a called 12.347 acre tract of land described in Special Warranty Deed to Dale Resources, L.L.C., recorded in Instrument No. D206144561, Plat Records of Tarrant County, Texas, said tract also being a portion of Lot 1, Block 1, Spring Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 388-168, Page 96, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found at the intersection of the southwest right-of-way line of North South Freeway (a variable width public right-of-way, I.H. 35) and the southeast right-of-way line of the Texas and Pacific Railroad (a 150-foot wide private right-of-way); said point being the northernmost corner of said Lot 1;

THENCE with said southwest right-of-way line, South 06°24’02” East, at a distance of 386.23 feet, passing an angle point in said southwest right-of-way, continuing and departing said southwest right-of-way line, in all a total distance of 434.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 29°29’09” West, a distance of 339.71 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 58°04’22” West, a distance of 285.00 feet to a 5/8” iron rod with “KHA” cap set for corner in said southeast right-of-way line of the Texas and Pacific Railroad;

THENCE with said southeast right-of-way line, North 32°02’38” East, a distance of 679.86 feet to the POINT OF BEGINNING and containing 3.216 acres or 140,093 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

EXHIBIT “B”

MEMORANDUM OF GROUND LEASE

NOTICE OF CONFIDENTIALITY RIGHTS

IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

STATE OF TEXAS	§
	§	KNOW ALL BY THESE PRESENTS
COUNTY OF _______	§

          THIS MEMORANDUM OF GROUND LEASE, made and entered into to be effective as of the __ day of ___________, 2009 (the “Effective Date”), by and between Apple Nine Ventures Ownership, Inc., a Virginia corporation (“Landlord”), with its principal office at le Real Estate Investment Trust Company, 814 East Main Street, Richmond, Virginia 23219, Attn: David McKenney, and Chesapeake Operating, Inc., an Oklahoma corporation (“Tenant”), with its principal office at 6100 N. Western Avenue, Oklahoma City, Oklahoma 73118, Attn: Legal Department.

          WITNESSETH, that:

          1. Landlord, in consideration of the rents reserved and agreed to be paid by Tenant, and of the covenants, agreements, conditions and understandings to be performed and observed by Tenant, all as more fully set out in that certain Ground Lease Agreement executed by Landlord and Tenant, and dated the ___ day of ____________, 2009 (the “Lease”), hereby lets, leases and demises to Tenant those certain Sites located in the Counties of Tarrant, Johnson, Dallas and Ellis, State of Texas, and described in Exhibit “A” attached hereto (each a “Site” and collectively, the “Leased Premises”).

          2. The initial term of the Lease shall commence on the Effective Date, and shall expire on [_________ Insert the date that is forty (40) years after the Preliminary Closing under the Purchase and Sale Contract] or as otherwise determined by the Lease. The term may also be extended for up to five (5) consecutive additional periods of five (5) years each and further held by mineral operations on the Leased Premises.

          3. Tenant has an option to purchase one or more of the Sites comprising the Leased Premises during the term of the Lease as more fully provided therein. Further, Landlord is prohibited from encumbering title to the Land without the prior written consent of Tenant except that Landlord may subordinate this Lease to the lien of a mortgage or deed of trust in accordance with Section 22 thereof.

          4. This Memorandum of Ground Lease is subject to all of the terms, conditions and

understandings set forth in the Lease between Landlord and Tenant, which agreement is incorporated herein by reference and made a part hereof, as though copied verbatim herein. In the event of a conflict between the terms and conditions of this Memorandum of Ground Lease and the terms and conditions of the actual Lease, the terms and conditions of the Lease shall prevail.

          5. This Memorandum of Ground Lease may be executed in two or more separate counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures on counterparts of this Memorandum of Ground Lease that are transmitted by fax or by electronic mail shall be deemed effective for all purposes.

[Signatures on following page]

          IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Ground Lease to be effective as of the Effective Date.

LANDLORD:

Apple Nine Ventures Ownership, Inc.,

a Virginia corporation

By:

Name:

Title:

Date:

TENANT:

Chesapeake Operating, Inc.,

an Oklahoma corporation

By:

Name:

Title:

Date:

[add appropriate acknowledgement]

EXHIBIT “A”
TO GROUND LEASE AGREEMENT

DESCRIPTION OF THE LEASED PREMISES

[following pages]

SITE 4

BEING a tract of land situated in the J. R. Wallace Survey, Abstract No. 1699, in the City of Fort Worth, Tarrant County, Texas, and being a portion of Lot 1, Block 1, Menasco Manufacturing Company Addition, an addition to City of Fort Worth, Tarrant County, Texas according to the plat thereof recorded In Volume 388-133, Page 93, Plat Records, Tarrant County, Texas, and also being a portion of a called 6.813 acre tract deeded to Chesapeake Exploration, LLC, recorded in Instrument Number D208430030, Deed Records, Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod with plastic cap stamped “HALFF & ASSOC.” found for the northwest corner of said 6.813 acre tract, same being on the west line of said Lot 1, Block 1 and the east right of way line of State Highway No. 157 (a called variable width public right of way);

THENCE, North 88° 51’ 34” East, leaving the east right-of-way line of said State Highway No. 157, along the north line of said 6.813 acre tract and across said Lot 1, Block 1, a distance of 312.80 feet to a 5/8-inch iron rod with cap to be set for the POINT OF BEGINNING;

THENCE, North 88° 51’ 34” East, continuing along the north line of said 6.813 acre tract, a distance of 369.00 feet to a cut “+” in concrete found for the northeast corner of said 6.813 acre tract;

THENCE, South 01° 08’ 26” East, along the east line of said 6.813 acre tract, a distance of 223.62 feet to a 1/2-inch iron rod with plastic cap stamped “HALFF & ASSOC.” found for corner;

THENCE, South 37° 53’ 31” West, along the southeasterly line of said 6.813 acre tract, a distance of 317.52 feet to a 1/2-inch iron rod with plastic cap stamped “HALFF & ASSOC.” found for corner;

THENCE, South 88° 53’ 26” West, along the south line of said 6.813 acre tract, a distance of 169.04 feet to a 5/8-inch iron rod with cap to be set for corner;

THENCE, North 01° 08’ 26” West, departing the south line of said 6.813 acre tract, a distance 470.18 feet to the POINT OF BEGINNING, containing 3.417 acres (148,861 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 6

BEING a tract of land situated in the Edmund McDavid King Survey, Abstract Number 892, in the City of North Richland Hills, Tarrant County, Texas, being a portion of a called 7.559 acre tract of land described in Special Warranty Deed to CHK Louisiana, L.L.C., as recorded in County Clerk’s Instrument No. D208398609 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.) and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found at the intersection of the southeast right-of-way line of Iron Horse Boulevard (a called 80-foot wide public right-of-way) and the southwest right-of-way line of Browning Drive (a called 60-foot wide public right-of way) for the most northerly corner of said property;

THENCE South 84°11’20” East, with the southwest right-of-way line of Browning Drive, a distance of 21.40 feet to a 5/8-inch iron rod found with plastic cap stamped “Dunaway Assoc, LP”;

THENCE South 39°41’09” East, continuing with the southwest right-of-way line of said Browning Drive, a distance of 15.56 feet to a 1/2-inch iron rod found for the beginning of a curve to the left;

THENCE with said curve to the left, through a central angle of 36°53’37”, having a radius of 429.63 feet, and a chord bearing and distance of South 58°07’19” East, 271.89 feet, an arc length of 276.65 feet to a 1/2-inch iron rod found with a plastic cap stamped “PRECISE LAND SURV.” for the northwest corner of a tract of land described in Warranty Deed to Drum Property Company, LTD., recorded in Volume 15726, Page 462, D.R.T.C.T.;

THENCE South 00°15’11” West, departing the southwest right-of-way line of said Browning Drive, with the west line of said Drum Property Company, LTD., tract, a distance of 312.89 feet to a 1/2-inch iron rod found with plastic cap stamped “PRECISE LAND SURV.” in the north line of Lot 3, Block 3 of TAPP ADDITION, an addition to the City of North Richland Hills, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-179, Page 30 of the Plat Records of Tarrant County, Texas for the southwest corner of said Drum Property Company, LTD., tract;

THENCE North 89°45’10” West, with the north line of said Lot 3, Block 3, at a distance of 339.21 feet passing the northwest corner of said Lot 3, Block 3, and across said 7.559 acre tract, in all a distance of 419.00 feet to a 5/8-inch iron rod to be set with plastic cap stamped “KHA” for corner;

THENCE North 00°15’11” East, continuing across said 7.559 acre tract, a distance of 343.22 feet to a 5/8-inch iron rod set with plastic cap stamped “KHA” in the southeast right-of-way line of said Iron Horse Boulevard;

THENCE North 51°17’54” East, with the southeast right-of-way line of said Iron Horse Boulevard, a distance of 200.86 feet to the POINT OF BEGINNING, and containing 3.742 acres (162,981 square feet) of land, more or less.

SITE 7

BEING a tract of land situated in the WM. D. Lacy Survey, Abstract Number 929, City of Arlington, Tarrant County, Texas, and being portion of called 54.815 acre tract of land, conveyed to Chesapeake Land Company, LLC, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D206272197, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.) and being more particularly described as follows:

COMMENCING at a 3” pipe found at the southeast corner of said 54.815 tract, and having a common northeastern corner of a called 38.378 acre tract of land, conveyed to JSCP Partners, L.P., as evidenced in a deed recorded in Volume 14665, Page 120, D.R.T.C.T.;

THENCE, North 88°38’27” West, along the common line of said 54.815 acre tract and 38.378 acre tract, a distance of 446.17 feet to a point;

THENCE, North 00°51’40” West, departing the common line of said 54.815 acre tract and 38.378 acre tract, across said 54.815 acre tract, a distance of 53.83 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner and for the POINT OF BEGINNING;

THENCE, continuing across said 54.815 acre tract, the following courses and distances, to wit:

—North 00°51’40” West, a distance of 551.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner;

—North 89°08’20” East, a distance of 401.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner;

—South 00°51’40” East, a distance of 551.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set corner;

—South 89°08’20” West, a distance of 401.00 feet to the POINT OF BEGINNING and containing 5.072 acres (220,951 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 8

BEING a tract of land situated in the John Balch Survey Abstract Number 83, in the City of Arlington, Tarrant County, Texas and being part of a called 9.02 acre tract of land described in deed to Chesapeake Exploration, LLC, as recorded in Instrument Number D208421435, of the Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8 inch iron rod found for the southwest corner of said 9.02 acre tract, same being the northwest corner of a 2.3093 acre tract of land described in a deed to Harwood 360 Corporation, as recorded in Volume 11532, Page 2179, of the Deed Records of Tarrant County, Texas and being in the east line of a 7.15 acre tract of land described in a deed to Harwood 360 Holdings, Ltd, as recorded in Instrument Number D206193888, of the Deed Records of Tarrant County, Texas;

THENCE North 00° 05’ 35” West, along the west line of said 9.02 acre tract and the east line of said 7.15 acre tract, a distance of 410.00 feet to a 5/8 inch iron rod set with cap stamped “KHA” for corner;

THENCE South 89° 31’ 46” East, departing the west line of said 9.02 acre tract and the east line of said 7.15 acre tract, a distance of 366.00 feet to a 5/8 inch iron rod set with cap stamped “KHA” for corner;

THENCE South 00° 05’ 35” East, a distance of 341.75 feet to a 5/8 inch iron rod set with cap stamped “KHA” for corner in the westerly right-of-way line of State Highway 360, a called variable width public right of way, said corner being the beginning of a non-tangent curve to the left, having a central angle of 04°50’ 42”, a radius of 984.93 feet, and a chord bearing and distance of South 35°25’33” West, 83.26 feet;

THENCE Southwesterly, with said curve to the left, along the westerly right-of-way line of said State Highway 360, a arc length of 83.29 feet to a 1/2 inch iron rod found for the southeast corner of said 9.02 acre tract, same being the northeast corner of a called 2.3093 acre tract;

THENCE North 89° 31’ 46” West, along the south line of said 9.02 acre tract and the north line of said 2.3093 acre tract, a distance of 317.62 feet to the POINT OF BEGINNING containing 3.406 acres or 148,353 square feet of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 9

BEING a tract of land situated in the G. B. Stanley Survey, Abstract Number 1378, City of Fort Worth, Tarrant County, Texas, and being a portion of a called 18.91 acre tract of land, conveyed to Chesapeake Exploration, LP, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D207180455, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1-inch pin found in the easterly line of the Texas and Pacific Railroad and in the northerly line of the St. Louis and Southwestern Railroad;

THENCE North 35°00’04” East, along the common line of said 18.91 acre tract and said Texas and Pacific Railroad, at a distance of 1308.15 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89°20’13” East, departing the said common line, a distance of 347.09 feet to a 5/8 inch set iron rod with cap stamped “KHA” in the west line of Converge, LLC tract, recorded in County Clerk’s Instrument No. D207432927, D.R.T.C.T. for corner;

THENCE South 00°39’47” East, along the common line of said 18.91 acre tract and said Converge tract, a distance of 531.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” in the northerly line of the St. Louis and Pacific Railroad for corner;

THENCE South 63°44’01” West, along the common line of said 18.91 acre tract and said St. Louis and Pacific Railroad, a distance of 1230.63 feet to the POINT OF BEGINNING and containing 11.00 acres or 479,150 square feet of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 10

BEING a tract of land situated in the S.H. Evans Survey, Abstract Number 991, Johnson County, Texas, and being all of a called 5.10 acre tract of land described in General Warranty Deed to Tarrant FW Properties, LLC, recorded in Volume 4122, Page 790 and a portion of a called 17.87 acre tract of land described in a Special Warranty Deed to Chesapeake Exploration, L.L.C., recorded in Volume 4510, Page 159, both of the Deed Records of Johnson County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8-inch found iron rod with a plastic cap stamped “Johnson Land Surveyors” for the most easterly northeast corner of said 5.10 acre tract, same being on the west right-of-way line of said F.M. 1902 (a called 80’ wide right of way);

THENCE South 00° 20’ 16” West, along the east line of said 5.10 acre tract and said west right-of-way line, a distance of 106.00 feet (called 106.22 feet) to a 5/8-inch found iron rod with a yellow plastic cap stamped “Dunaway Assoc. L.P.” for an angle point;

THENCE South 00° 14’ 47” West, continuing along the east line of said 5.10 acre tract and said west right-of-way line, passing at a distance of 305.40 feet, a 1/2-inch found iron rod with a red cap for the southeast corner of said 5.10 acre tract and the northeast corner of aforesaid 17.87 acre tract, continuing along the east line of said 17.87 acre tract, a total distance of 371.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89° 30’ 42” West, departing the east line of said 17.87 acre tract and the west right-of-way line of said F. M. 1902, a distance of 534.16 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 00° 09’ 13” West, along the extension of the west line of said 5.10 acre tract and an east line of said 17.87 acre tract, passing a 5/8-inch found iron rod with a plastic cap stamped “Dunaway Assoc. L.P.” for the southwest corner of said 5.10 acre tract and an inner ell corner of said 17.87 acre tract, continuing along the west line of said 5.10 acre tract and an east line of said 17.87 acre tract, a total distance of 471.00 feet, to a 5/8-inch found iron rod with a plastic cap stamped “Johnson Land Surveyors” for the northwest corner of said 5.10 acre tract;

THENCE North 89° 50’ 47” East, along the line of said 5.10 acre tract, a distance of 537.63 feet to the POINT OF BEGINNING and containing 5.831 acres (253,978 square feet) of land, more or less.

SITE 11

BEING a tract of land situated in the E. Johnson Survey, Abstract Number 852, City of Fort Worth, Tarrant County, Texas, and being a portion of a called 58.274 acre tract of land, conveyed to Chesapeake Exploration, LLC, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D207226027, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), same being a portion of that tract of land conveyed to Sagamore Hill Baptist Church, Inc. as evidenced in a Warranty Deed recorded in Volume 8320, Page 1356, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 7/8 inch iron rod found in the north line of said 58.274 acre tract for the most south southwest corner of a tract of land conveyed to Windsor Interest, LTD, as evidenced in a Warranty Deed recorded in Volume 12301, Page 1155, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.);

THENCE South 89°59’45” East, along the common line of said 58.274 acre tract and said Windsor Interest tract, a distance of 179.49 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE South 00°00’15” West, leaving the common line of said 58.274 acre tract and said Windsor Interest tract, a distance of 450.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89°59’45” West, a distance of 554.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE North 00°00’15” East, a distance of 450.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE South 89°59’45” East, a distance of 374.51 feet to the POINT OF BEGINNING and containing 5.7231 acres (249,300 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 15

BEING a tract of land situated in the B.F. Crowley Survey, Abstract Number 307, Tarrant County, Texas, in the City of Fort Worth, and being a portion of a called “Tract 5” (29.538 acres) conveyed to Chesapeake Land Company, LLC, as evidenced in a Special Warranty Deed, recorded in Instrument Number D207237217, of the Deed Records of Tarrant County, Texas, same being all of Lots 3, 4, 5 and a portion of Lots 6 and 7, Block 5 of Starvers Addition, an Addition to the City of Fort Worth, Texas, according to the Plat thereof recorded in Volume 106, Page 136 and all of Lots A and B, Block 5 of Dorsey Adams Subdivision, an Addition to the City of Fort Worth, Texas, according to the Plat thereof recorded in Volume 1648, Page 393, both of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found at the intersection of the northerly right-of-way line of East 1st Street (a variable width right-of-way) with the easterly right-of-way line of Booker Washington Avenue (a 60-foot wide right-of-way) same being the southwest corner of said Lot A, Block 5;

THENCE North 30°35’53” West, with the easterly right-of-way line of said Booker Washington Avenue, a distance of 270.08 feet to a 1/2-inch iron rod found at the intersection of the easterly right-of-way line of said Booker Washington Avenue with the southeasterly right-of-way line of State Highway 121 (a variable width right-of-way), same being the most northerly, northwest corner of aforesaid “Tract 5”;

THENCE with the southeasterly right-of-way line of said State Highway 121 and the northwesterly line of said “Tract 5”, the following courses an distances to wit:

—North 34°12’46” East, a distance of 54.35 feet to a 1-inch iron rod found for corner;

—North 36°07’05” East, a distance of 54.93 feet to a 1-inch iron found for the beginning of a non-tangent curve to the right;

—Northeasterly, along said curve to the right, through a central angle of 10°10’10”, having a radius of 1351.20 feet, and a chord bearing an distance of North 42°47’28” East, 239.51 feet, an arc length of 239.82 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South 29°42’30” East, departing the southeasterly right-of-way line of said State Highway 121, across said “Tract 5”, a distance of 411.71 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner on the northerly right-of-way line of aforesaid East 1st Street;

THENCE with the northerly right-of-way line of said East 1st Street, the following courses and distances to wit:

—South 64°11’52” West, a distance of 223.90 feet to a 1/2-inch iron rod found for a corner;

—North 30°35’19” West a distance of 1.08 feet to a 1/2-inch iron rod found for a corner;

—South 64°15’40” West a distance of 100.00 feet to the POINT OF BEGINNING and containing 2.610 acres (113,685 square feet) of land, more or less.

SITE 18

BEING a tract of land out of the R.R. Ramey Survey, Abstract No. 1341, City of Arlington, Tarrant County, Texas, being part of a called 18.397 acre tract of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., recorded in Instrument No. D207265437 Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with cap found at the northwest corner of a tract of land described in Special Warranty Deed to Brett B. Thomas recorded in Instrument No. D205326423, Official Public Records of Tarrant County;

THENCE North 00°31’55” West, a distance of 560.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 89°28’05” East, a distance of 368.75 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 00°31’55” East, a distance of 493.12 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 79°11’15” West, at a distance of 289.63 feet passing a 1/2” iron rod found at the northeast corner of said Thomas tract, continuing, in all a total distance of 374.77 feet to the POINT OF BEGINNING and containing 4.458 acres or 194,170 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 20

BEING a tract of land situated in the J. Wilson Survey, Abstract Number 1631, City of Arlington, Tarrant County, Texas, and being all of Lot 17R4-AR of the Replat of Lots 17R2-AR, 17R3-AR and 17R4-AR of the Six Flags Business Park Addition, an addition to the City of Arlington, Texas as recorded in Cabinet A, Slide 12082 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being all of a tract of land described as “Tract 1” in Special Warranty Deed to Fort Worth Land, L.L.C., as recorded in County Clerk’s Instrument Number D207298300 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described as follows::

BEGINNING at a found PK Nail for the northeast corner of said Lot 17R4-AR and the southeast corner of Site 17R2-C of Six Flags Business Park, an addition to the City of Arlington, as recorded in Cabinet A, Slide 295, P.R.T.C.T., said corner being on the westerly right-of-way line of State Highway No. 360 (350 feet wide public ROW), said corner being the beginning of a non-tangent circular curve to the left, having a radius of 11,634.16 feet and whose chord bears South 02 degrees 42 minutes 27 seconds East, a distance of 438.73 feet;

THENCE Southeasterly, along said westerly right-of-way line and along said circular curve to the left, through a central angle of 02° 09’ 39” and an arc distance of 438.75 feet to a 1/2” found iron rod with “CEI” stamp for the most northerly southeast corner of said Lot 17R4-AR and the most northerly northeast corner of Lot 17R2-AR of said Replat of Lots 17R2-AR, 17R3-AR and 17R4-AR of the Six Flags Business Park Addition;

THENCE South 84° 58’ 35” West, departing said westerly right-of-way line and along the common line between said Lots 17R4-AR and 17R2-AR for part of the way, a distance of 20.00 feet to a 5/8” iron rod with cap found for corner;

THENCE South 04°02’03” East, continuing along said common line, a distance of 42.69 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE South 84°58’35” West, continuing along said common line, a distance of 21.08 feet to a 5/8” found iron rod with “CEI” stamp for corner

THENCE South 05° 01’ 25” East, continuing along said common line, a distance of 10.92 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE South 78°10’36” West, continuing along said common line, a distance of 13.66 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE South 84° 58’ 35” West, continuing along said common line, a distance of 131.77 feet to a 5/8” found iron rod with “CEI” stamp for the point of curvature of a circular curve to the right, having a radius of 194.50 feet and whose chord bears North 85° 19’ 14” West, a distance of 65.56 feet;

THENCE Northwesterly, continuing along said common line and along said circular curve to the right, through a central angle of 19° 24’ 22” and an arc distance of 65.88 feet to a 5/8” found iron rod with “CEI” stamp for the point of reverse curvature of a circular curve to the left, having a

radius of 205.50 feet and whose chord bears North 85° 19’ 14” West, a distance of 69.27 feet;

THENCE Northwesterly, continuing along said common line and along said circular curve to the left, through a central angle of 19° 24’ 22” and an arc distance of 69.60 feet to a 5/8” found iron rod with “CEI” stamp for the point of tangency;

THENCE South 84° 58’ 35” West, continuing along said common line, a distance of 159.06 feet to a 5/8” found iron rod with “CEI” stamp for corner;

THENCE North 05° 01’ 25” West, continuing along said common line, a distance of 69.80 feet to a 5/8” iron rod with “KHA” stamp set for corner;

THENCE North 47° 46’ 25” West, continuing along said common line, a distance of 119.93 feet to a 5/8” found iron rod with “CEI” stamp for the north corner of said Lot 17R2-AR and a west corner of said Lot 17R4-AR, said corner being on the southeast line of Site 37 of the Twenty-Second Installment of Six Flags Business Park, an addition to the City of Arlington, as recorded in Volume 388-116, Page 22, P.R.T.C.T.;

THENCE North 42° 13’ 35” East, along the common line between said Lot 17R4-AR and the southeast line of said Site 37 and the southeast line of Site 33 of the Eighteenth Installment of Six Flags Business Park, an addition to the City of Arlington, as recorded in Volume 388-109, Page 66, P.R.T.C.T., a distance of 119.10 feet to a 3/8” found iron rod for the most southerly east corner of said Site 33 and an interior corner of said Lot 17R4-AR;

THENCE North 47° 46’ 25” West, continuing along the common line between said Lot 17R4-AR and said Site 33, a distance of 86.50 feet to a 5/8” found iron rod for corner;

THENCE North 42° 13’ 35” East, continuing along said common line, a distance of 50.00 feet to a 1/2” found iron rod with a yellow plastic cap stamped “Dunaway Assoc. L.P.” for corner;

THENCE North 47° 46’ 25” West, continuing along said common line, a distance of 137.00 feet to a 3/8” found iron rod for the north corner of said Site 33 and the most westerly northwest corner of said Lot 17R4-AR, said corner being on the southeasterly right-of-way line of Six Flags Drive (100-feet wide public ROW);

THENCE North 42° 13’ 35” East, along said southeasterly right-of-way line, a distance of 40.00 feet to a 1/2” found iron rod for the most northerly northwest corner of said Lot 17R4-AR and the west corner of Site 14 of Six Flags Business Park, an addition to the City of Arlington, as recorded in Volume 388-73, Page 59, P.R.T.C.T.;

THENCE South 47° 46’ 25” East, departing said southeasterly right-of-way line and along the common line between said Lot 17R4-AR and said Site 14, a distance of 137.00 feet to a 1/2” found iron rod for an interior corner of said Lot 17R4-AR and the south corner of said Site 14;

THENCE North 42° 13’ 35” East, continuing along said common line, a distance of 217.00 feet to a found “X”-cut in concrete for an exterior corner of said Lot 17R4-AR and the west corner of said Site 17R2-C of Six Flags Business Park, an addition to the City of Arlington, as recorded in Cabinet A, Slide 295, P.R.T.C.T.;

THENCE South 48° 22’ 25” East, departing the southeast line of said Site 14 and along the common line between said Lot 17R4-AR and said Site 17R2-C, a distance of 33.00 feet to a found PK nail for corner;

THENCE North 46° 29’ 27” East, continuing along said common line, a distance of 47.17 feet to a found PK nail for corner;

THENCE South 45° 13’ 45” East, continuing along said common line, a distance of 92.21 feet to a found PK nail for corner;

THENCE North 77° 56’ 15” East, continuing along said common line, a distance of 206.53 feet to the POINT OF BEGINNING and containing 5.531 acres, or 240,922 square feet of land, more or less.

SITE 22

BEING a tract of land situated in the Vincent J. Hutton Survey, Abstract No. 681, City of Fort Worth, Tarrant County, Texas, and being a portion of the tract of land described to the City of Fort Worth, recorded in Volume 2037, Page 567, and Volume 2008, Page 243, in the Deed Records of Tarrant County, Texas, also being a tract of land described to Chesapeake Exploration, LLC, recorded in Instrument No. D207309369, in the Deed Records of Tarrant County, Texas, and more particularly described by metes and bounds as follows:

COMMENCING at a 5/8 inch iron rod found in the southerly right-of-way line of State Highway No. 183 (variable width right-of-way), being the northwest corner of the tract of land described to Centreport Developers, LLC, recorded in Instrument No. D207455288, in the Deed Records of Tarrant County, Texas, also being the northeast corner of a tract of land described to the City of Fort Worth, recorded in Volume 2037, Page 567 and Volume 2008, Page 243, in the Deed Records of Tarrant County, Texas;

THENCE South 15° 28’ 57” East, leaving said right-of-way line and along common line of said Centreport and City of Fort Worth tracts, a distance of 535.63 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE South 15° 28’ 57” East, continuing along common line of said Centreport and herein described tract, a distance of 489.11 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the beginning of a curve to the left, having a radius of 1,505.00 feet, and a chord bearing and distance of South 65° 52’ 44” West, 379.27 feet;

THENCE along said curve to the left, in a southwesterly direction, through a central angle of 14° 28’ 38”, an arc length of 380.28 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE North 30° 06’ 06” West, a distance of 489.09 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the beginning of a curve to the right, having a radius of 1,994.00 feet, and a chord bearing and distance of North 66° 12’ 18” East, 503.70 feet;

THENCE along said curve to the right, in a northeasterly direction, through a central angle of 14° 30’ 43”, an arc length of 505.05 feet to the POINT OF BEGINNING and containing 4.969 acres (216,462 square feet) of land, more or less.

SITE 23

BEING a tract of land situated in the Vincent J. Hutton Survey, Abstract No. 681, City of Fort Worth, Tarrant County, Texas, and being a portion of the tract of land described to the City of Fort Worth, recorded in Volume 2037, Page 567, and Volume 2008, Page 243, in the Deed Records of Tarrant County, Texas, also being a tract of land described to Chesapeake Land Company, LLC, recorded in Instrument No. D207309369, in the Deed Records of Tarrant County, Texas, and more particularly described by metes and bounds as follows:

COMMENCING at a 5/8 inch iron rod found in the northerly right-of-way line of FAA Boulevard (110 foot right-of-way), and being the southwest corner of the tract of land described to Centreport Developers, LLC, recorded in Instrument No. D207455288, in the Deed Records of Tarrant County, Texas;

THENCE South 11° 40’ 23” West, leaving said right-of-way line and through said City of Fort Worth tract, a distance of 870.88 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE North 89° 52’ 15” East, a distance of 639.39 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 00° 07’ 44” East, a distance of 350.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 89° 52’ 16” West, a distance of 622.61 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the beginning of a curve to the left, having a radius of 1,281.00 feet, and a chord bearing and distance of North 02° 52’ 25” West, 350.40 feet;

THENCE along said curve to the left, in a northwesterly direction, through a central angle of 15° 43’ 18”, an arc length of 351.50 feet to the POINT OF BEGINNING and containing 5.005 acres (218,035 square feet) of land, more or less.

SITE 24

BEING a tract of land situated in the B.F. Crowley Survey, Abstract Number 307, Tarrant County, Texas, in the City of Fort Worth, and being a portion of a called “Tract 4” (21.535 acres) conveyed to Chesapeake Land Company LLC as evidenced in a Special Warranty Deed recorded in Instrument Number D207237217, of the Deed Records of Tarrant County, (D.R.T.C.T.), same being a portion of Lot 1, Block 2 of Trinity Bend Addition, an Addition to the City of Fort Worth, Texas, according to the Map of Plat thereof recorded in Volume 388-191, Page 86, of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a 1-inch iron rod found for the northeast corner of said “Tract 4”, same being in the southerly right-of-way line of East 4th Street ( a variable width right-of-way), said iron rod also being on the west line of a tract of land described in deed to Tarrant County Water Control & Improvement District, recorded in Volume 2285, Page 370, D.R.T.C.T.;

THENCE South 00°39’42” East, departing the southerly right-of-way line of said East 4th Street, along the common line of said “Tract 4” and the Tarrant County Water Control & Improvement District tract, a distance of 471.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South 89°20’18” West, leaving the common line of said “Tract 4” and the Tarrant County Water Control & Improvement District tract, across said “Tract 4”, a distance of 233.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 00°39’42” West, continuing across said “Tract 4”, a distance of 425.50 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner on the northerly line of said “Tract 4”, said point being in the southerly right-of-way line of said East 4th Street, and being in a non-tangent curve to the right;

THENCE with the northerly line of said “Tract 4” and southerly right-of-way line of said East 4th Street the following courses and distances to wit:

          —Northeasterly, with said non-tangent curve to the right, through a central angle 11°16’41”, having a radius of 585.00 feet, a chord bearing and distance of North 73°23’29” East, 114.96 feet, an arc length of 115.15 feet to a 5/8-inch iron rod found with cap stamped “Dunaway Assoc. LP” for corner, and the end of said non-tangent curve;

          —North 82°51’16” East, a distance of 123.25 feet to the POINT OF BEGINNING and containing 2.429 acres (105,824 square feet) of land, more or less.

SITE 27

BEING a tract of land situated in the Thomas Harlow Survey Abstract No. 335 in the City of Cleburne, Johnson County, Texas, and being all of Lot 1, Block A of Phillips Addition, an Addition to the City of Cleburne, Texas, according to the Map or Plat thereof recorded in Slide D, Volume 10, Page 164, Plat Records of Johnson County, Texas, and being a portion of that 13.09 acre tract of land conveyed to Chesapeake Exploration, LP, as evidenced by the Deed recorded in Volume 4183, Page 001, Deed Records of Johnson County, Texas, and being more fully described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “KHA” set for the northwest corner of said Lot 1, Block A, same being on the south line of a tract of land conveyed to R.E. and Wanda Malone, as recorded in Volume 3232, Page 172, Deed Records of Johnson County, Texas;

THENCE with the common line of said Lot 1, Block A and said R.E. and Wanda Malone tract, North 58°16’04” East, a distance of 188.03 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the most northerly, northeast corner of said Lot 1, Block A;

THENCE departing the south line of said R.E. and Wanda Malone tract and along the common line of said Lot 1 and Lot 2, Block A of said Phillips Addition, the following courses and distances to wit;

—South 83° 42’ 39” East, a distance of 77.45 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—South 24° 43’ 56” East, a distance of 376.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—South 65° 16’ 04” West, a distance of 253.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—North 24° 43’ 56” West, a distance of 393.00 feet to the POINT OF BEGINNING and containing 2.336 acres (101,764 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _______________ / Book _______, Page _________, in the Real Property Records of Johnson County, Texas.

SITE 28

BEING a tract of land situated in the P.H. Ahler Survey Abstract No. 33 in the City of Fort Worth, Tarrant County, Texas, and being a portion of that same tract land conveyed to Chesapeake Exploration, LLC, as evidenced by the Deed recorded under Document No. D208079920 of the Deed Records of Tarrant County, Texas, and being more fully described as follows:

BEGINNING at a 1/2-inch iron rod found for corner in the southerly right-of-way line of Texas and Pacific Railroad, said rod being the northeast corner of said Chesapeake tract and the northwest corner of Lot 1, Block 1 of the Nguyen Addition, as recorded in Cabinet B, Slide 3193, Plat Records, Tarrant County, Texas;

THENCE South 00° 40’ 56” East, leaving said southerly right-of-way line and along common line of said Chesapeake tract and said Lot 1, Block 1, a distance of 415.42 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE South 89° 33’ 53” West, leaving said common line, a distance of 412.32 feet to a 5/8-inch iron rod with cap stamped “KHA” set in the west line of said Chesapeake tract and the east line of a tract of land described to Donnie Calton, as recorded in Volume 13420, Page 245, Deed Records, Tarrant County, Texas, for corner;

THENCE North 00° 13’ 38” East, along the common line of said Chesapeake tract and said Calton tract, a distance of 562.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set in the southerly right-of-way line of said Texas and Pacific Railroad for corner;

THENCE South 70° 29’ 56” East, along the said southerly right-of-way line, a distance of 429.79 feet to the POINT OF BEGINNING and containing 4.583 acres (199,644 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 31

BEING a tract of land out of the J.C. Houston Abstract No. 720, City of Arlington, Tarrant County, Texas, being part of a called 9.124 acre tract of land described in Special Warranty Deed to North Texas Acquisition, recorded in Instrument No. D207391767, Official Public Records of Tarrant County, Texas, said tract also containing all of Lot 3, J.C. Houston Addition, an addition to the City of Arlington, Texas according to the plat recorded in Volume 388-173, Page 14 Plat Records of Tarrant County, Texas and part of Lot 15, J.C. Houston Addition, an addition to the City of Arlington, Texas according to the plat recorded in Cabinet A, Page 3291, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a “X” cut in concrete found in the northeast right-of-way line of U.S. Highway 287 (a variable width public right-of-way); said point being the southernmost corner of said Lot 15 and the northwest corner of Lot 10, J.C. Houston Addition, an addition to the City of Arlington, Texas according to the plat recorded in Cabinet A, Page 2563, Plat Records of Tarrant County, Texas;

THENCE with said northeast right-of-way line, the following courses and distances:

—North 30°17’39” West, a distance of 125.52 feet to a 5/8” iron rod with “KHA” cap set for corner; from said point a 3/4” iron rod found bears South 02°44’ West, a distance of 2.4 feet;

—North 30°17’39” West, a distance of 352.02 feet to a 1” iron rod found for corner;

—North 31°19’28” West, a distance of 179.64 feet to a “X” cut in concrete set for corner at the southwest corner of Lot 2 of the first referenced J.C. Houston Addition; from said point a “X” cut in concrete found bears North 80°20’ West, a distance of 1.1 feet;

THENCE departing said northwest right-of-way line and with the south line of said Lot 2, North 89°30’02” East, a distance of 263.50 feet to a 1/2” iron rod found for corner; said point being the southeast corner of said Lot 2

THENCE with the east line of said Lot 2, North 00°55’50” West, a distance of 141.62 feet to a “X” cut in concrete found for corner; said point being the northeast corner of said Lot 2 and the southeast corner of Lot 1, J.C. Houston Addition an addition to the City of Arlington, Texas according to the plat recorded in Volume 388-150, Page 43, Plat Records of Tarrant County, Texas; said point also being the southeast corner of a tract of land described in deed to LV Development, LTD. recorded in Instrument No. D204309600, Official Public Records of Tarrant County, Texas; said point also being in Elrod Drive (a variable width private access easement);

THENCE with the south line of said LV Development, LTD. tract, North 88°50’48” East, a distance of 301.00 feet to a PK nail set for corner;

THENCE departing said south line, South 01°49’22” West, a distance of 669.95 feet to a “X” cut in concrete set for corner in the north line of said Lot 10;

THENCE with said north line, the following courses and distances:

—South 88°23’54” West, a distance of 132.00 feet to a “X” cut in concrete set for corner;

—South 60°21’52” West, a distance of 85.82 feet to the POINT OF BEGINNING and containing 5.774 acres or 251,513 square feet of land.

SITE 36

BEING a tract of land situated in the Hiram Blackwell Survey, Abstract No. 149, and being a portion of Tract A, Block 9, First Installment of Stoneridge Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the plat recorded in Volume 388-50, Page 61 of the Plat Records of Tarrant County, Texas, said tract being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for the northeast corner of said Tract A, same being on the south right-of-way line of West Arkansas Lane (a called 80’ wide right-of-way);

THENCE South 00°01’36” East, leaving the south right-of-way line of said West Arkansas Lane and along the east line of said Tract A, a distance of 228.46 feet to a 5/8-inch iron rod with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE South 00° 01’ 36” East, continuing along the east line of said Tract A, a distance of 591.00 feet to a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for the southeast corner of said Tract A;

THENCE, along the southerly line of said Tract A, the following courses and distances to wit:

—South 89° 57’ 46” West, a distance of 45.34 feet to a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for corner, and being at the beginning of a curve to the right;

—Northwesterly, along said curve to the right, through a central angle of 18°36’00”, having a radius of 312.99 feet, and a chord bearing and distance of North 80°44’14” West,101.16 feet, an arc length of 101.61 feet to a 1/2-inch iron rod with cap stamped “Brittain & Crawford” found for corner;

—North 71° 26’ 14” West, a distance of 261.47 feet, to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE North 00° 01’ 36” West, leaving the south line of said Tract A, and across said Tract A, a distance of 491.33 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE North 89° 58’ 24” East, continuing across said Tract A, a distance of 393.00 feet to the POINT OF BEGINNING and containing 4.990 acres (217, 353 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 37

BEING a tract of land out of the Isham Wallace Survey, Abstract No. 1677, City of Hurst, Tarrant County, Texas, being part of a called 10.110 acre tract of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., recorded in Instrument No. D207368724, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the north line of said Chesapeake Land Company, L.L.C. tract, from which a 5/8” iron rod found in the west right-of-way line of Arthur Drive (a 50-foot wide right-of-way) bears North 84°34’20” East, a distance of 198.56 feet; said point being the northeast corner of said Chesapeake Land Company L.L.C. tract;

THENCE departing said north line, South 01°06’12” East, a distance of 384.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 89°31’57” West, a distance of 572.00 feet to a 5/8” iron rod with “KHA” cap set for corner in the west line of said Chesapeake Land Company tract;

THENCE with said west line, North 14°38’25” East, a distance of 355.00 feet to a “X” cut in concrete found for corner; said point being the northwest corner of said Chesapeake Land Company, L.L.C. tract;

THENCE with the north line of said Chesapeake Land Company, L.L.C. tract, North 84°34’20” East, a distance of 477.00 feet to the POINT OF BEGINNING and containing 4.347 acres or 189,344 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 39

BEING a tract of land situated in the William J. Hayman Survey, Abstract Number 642, City of Arlington, Tarrant County, Texas, and being a portion of a called 16.37 acre tract described in Special Warranty Deed to Chesapeake Land Company, L.L.C., recorded in County Clerk’s Instrument No. D207376127 of the Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the southeast corner of said 16.37 acre tract, same being the southwest corner of Lot 10 of W. Hayman Addition, an Addition to the City of Arlington, Texas, according to the Map or Plat thereof recorded in Cabinet A, Slide 4054 of the Plat Records of Tarrant County, Texas;

THENCE North 00°23’56” West, along the common line of said 16.37 acre tract and Lot 10, a distance of 294.46 feet to a point for corner;

THENCE South 89°36’04” West, departing the common line of said 16.37 acre tract and Lot 10, across said 16.37 acre tract, a distance of 21.24 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE continuing across said 16.37 acre tract, the following courses and distances to wit:

—South 89°54’21” West, a distance of 448.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—North 01°08’39” East, a distance of 334.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—North 89°38’09” East, a distance of 439.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

—South 00°23’56” East, a distance of 336.00 feet to the POINT OF BEGINNING and containing 3.410 acres (148,550 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 40

BEING a tract of land situated in the Thomas J. Hanks Survey, Abstract No. 644, City of Mansfield, Tarrant County, Texas, and being all of Lot 2, Block 1 of the Final Plat of Lots 1R, 2 and 3, Block 1, Mansfield Industrial Park, an addition to the City of Mansfield, as recorded in Instrument No. D209256733 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), same being part of a called 13.95 acre tract of land described in Deed to Chesapeake Land Company, L.L.C,, as recorded in Instrument Number D2070391139, of the Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8-inch “Dunaway Assoc. L.P.” capped iron rod found for the east corner of said Lot 2 and said 13.95 acre tract, same being on the southwest line of Lot 1-R-1, Block 1 of the Replat, Lots 1-R-1 & 1-R-2, Block 1, Stratoflex Addition, an addition to the City of Mansfield, as recorded in Cabinet A, Slide 10361, P.R.T.C.T, said corner also being the north corner of a tract of land described in Quitclaim Deed to Percy L. Cook and Bethany Watson, as recorded in Instrument Number D206213641, of the Official Public Records of Tarrant County, Texas;

THENCE South 59° 04’ 37” West, departing the southwesterly line of said Block 1 of Replat, Lots 1-R-1 & 1-R-2, Block 1, Stratoflex Addition and along the common line between the southeast line of said Lot 2, Block 1, Mansfield Industrial Park and the northwest line of said Percy L. Cook and Bethany Watson tract and along the southeast line of said 13.95 acre tract, a distance of 329.00 feet to a 5/8-inch iron rod with “KHA” cap set for a south corner of said Lot 2, Block 1;

THENCE North 27° 51’ 41” West, departing said common line and along a southwest line of said Lot 2, and the northeast line of Lot 3 in said Block 1, a distance of 355.68 feet to a 5/8-inch iron rod with “KHA” cap set for the north corner of said Lot 3, Block 1;

THENCE in a southwesterly direction, along the most northerly, southeast line of said Lot 2 and the northwest line of said Lot 3, the following:

South 60°12’16” West, a distance of 218.81 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

South 48°40’03” west, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

South 60°12’16” West, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for the most westerly common corner of said Lots 2 and 3, same being on the northeast right-of-way line of Fifth Avenue (a 60’ wide right-of-way);

THENCE North 29°47’44” West, along the southwest line of said Lot 2 and the northeast right-of-way line of said Fifth Avenue, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for the west corner of said Lot 2, same being the south corner of Lot 1R, Block 1 of said Mansfield Industrial Park;

THENCE in a northeasterly direction, departing the northeast right-of-way line of said Fifth

Street and along the common line of said Lots 1R and 2, the following:

North 60°12’16” East, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

North 71°44’29” East, a distance of 50.00 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

North 60°12’16” East, a distance of 535.82 feet to a 5/8-inch iron rod with “KHA” cap set for the north corner of said Lot 2, same being on the southwest line of Lot 1-R-2, Block 1of aforesaid Stratoflex Addition;

THENCE South 29° 46’ 58” East, along the common line between the southwest line of said Block 1 of the Replat, Lots 1-R-1 & 1-R-2, Block 1, Stratoflex Addition and the northeast line of said Lot 2, Block 1, a distance of 379.00 feet to the POINT OF BEGINNING and containing 3.083 acres (134,277 square feet) of land, more or less.

SITE 41

BEING a tract of land situated in the Ellis Littlepage Survey Abstract No. 971 in the City of Fort Worth, Tarrant County, Texas, and being a portion of a called 10.62 acre tract of land conveyed to Chesapeake Exploration, LLC, as evidenced by the Deed recorded under Document No. D208079920 of the Deed Records of Tarrant County, Texas (D.T.R.C.T.), same being a portion of Block 1 of Dabney Addition, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-196, Page 86 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more fully described as follows:

COMMENCING at a 5/8-inch iron rod found for the southeast corner of said Block 1, same being the southeast corner of said10.62 acre tract, said corner also being on the curving north right-of-way line of Sycamore School Road (a called 120’ wide right-of-way), said curve being a non-tangent curve to the left;

THENCE in a westerly direction, along the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road and along the arc of said curve to the left, through a central angle of 05°40’54”, having a radius of 2515.53 feet, a chord bearing of South 86°07’52” West, a chord distance of 249.35 feet and an arc length of 249.45 feet to a 5/8-inch iron rod set with a cap stamped “KHA” for the POINT OF BEGINNING;

THENCE in a westerly direction, continuing along the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road and continuing along the arc of said curve to the left, through a central angle of 07°36’59”, having a radius of 2515.53 feet, a chord bearing of South 79°28’56” West, a chord distance of 334.15 feet and an arc length of 334.40 feet to a 5/8-inch iron rod set with a cap stamped “KHA” for the point of tangency of said curve;

THENCE South 75°40’ 26” West, continuing along the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road, a distance of 49.98 feet to a 5/8-inch iron rod set with a cap stamped “KHA” for a corner

THENCE North 10°13’53” West, leaving the south line of said Block 1, the south line of said 10.62 acre tract and the north right-of-way line of said Sycamore School Road, a distance of 453.71 feet to a 5/8-inch iron rod set with cap stamped “KHA” on the north line of said Block 1 and the north line of said 10.62 acre tract, same also being on the south line of Southridge Addition, according to the plat recorded in Volume 388-110, Pages 08 and 09, of the Plat Records of Tarrant County, Texas;

THENCE North 79°46’07” East, along the north line of said Block 1, the north line of said 10.62 acre tract and south line of said Southridge Addition, a distance of 384.00 feet to a 5/8-inch iron rod set with cap stamped “KHA” for corner;

THENCE South 10°13’53” East, leaving the north line of said Block 1, the north line of said 10.62 acre tract and the south line of said Southridge Addition, a distance of 448.47 feet to the POINT OF BEGINNING and containing 3.935 acres or 171,427 square feet of land, more or less.

SITE 42

BEING a tract of land situated in the I.& G.N. R.R. Co. Survey, Abstract Number 831, City of Burleson, Tarrant County, Texas, and being a portion of Lot 2, Block B, Alsbury Meadows, Phase III, an addition to the City of Burleson, Texas, recorded in Cabinet B, Slide 1246, Plat Records of Tarrant County, Texas, and also being a portion of a called Tract II, conveyed to Fort Worth Land, L.L.C., as evidenced in a General Warranty Deed recorded under Instrument Number D207400327 of the Official Public Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at a 3/8 inch found iron rod, the east corner of said Lot 2 and being in the northwesterly line of that certain tract of land described in the Special Warranty Deed to MDK Burleson, LP, executed May 9, 2006, recorded in Volume 8119, Page 1857, said Deed Records;

THENCE, South 59°04’36” West, along the common line of said Lot 2 and said MDK Burleson tract, a distance of 199.64 feet to a 5/8 inch set iron rod with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE, South 59°04’36” West, along the common line of said Lot 2 and said MDK Burleson tract, a distance of 294.36 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, North 30°29’33” West, leaving the common line of said Lot 2 and said MDK Burleson tract, a distance of 260.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, North 59°04’36” East, a distance of 291.90 feet to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, South 30°29’04” East, a distance of 260.00 feet to the POINT OF BEGINNING and containing 1.751 acres or 76,536 square feet of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 43

BEING a tract of land out of the J.W. Henderson Abstract No. 376, City of Burleson, Johnson County, Texas, being part of a called 45.83 acre tract of land described in Special Warranty Deed to North Texas Acquisition, L.L.C., recorded in Instrument No. 07-049804, Official Public Records of Johnson County, Texas and being more particularly described as follows:

COMMENCING at a 1/2” iron rod found in the southerly terminus of Warren Street (an 80-foot wide public right-of-way); said point being the northernmost northwest corner of said North Texas Acquisition, L.L.C. tract and being a northeast corner of a tract of land described in deed to MKP Associates, Inc. recorded in Volume 3800, Page 737, Official Public Records of Johnson County, Texas;

THENCE with the north line of said North Texas Acquisition, L.L.C. tract, South 88°15’35” East, a distance of 404.77 feet to a point in the west line of Missouri, Kansas and Texas Railroad (a 100-foot wide private right-of-way), from which a 5/8” iron rod found bears South 08°46’ East, a distance of 0.4 feet;

THENCE with said west right-of-way line, South 05°43’36” East, a distance of 1343.14 feet to a point;

THENCE departing said west right-of-way line, North 88°56’35” West, a distance of 121.00 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE South 01°03’25” West, a distance of 324.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 88°56’35” West, a distance of 475.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 01°03’25” East, a distance of 324.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 88°56’35” East, a distance of 475.00 feet to the POINT OF BEGINNING and containing 3.533 acres or 153,900 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _______________ / Book _______, Page _________, in the Real Property Records of Johnson County, Texas.

SITE 44

BEING a tract of land situated in the J.M. Robinson Survey, Abstract No. 1346, Haltom City, Tarrant County, Texas, and being part of Lots 4 and 5, Block J, of Fossil Ridge Addition, an Addition to Haltom City, Texas, according to the plat recorded in Cabinet A, Slide 4822, of the Plat Records of Tarrant County, Texas, same being part of a called 38.427 acre tract of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., as recorded in Instrument No. D207416231, and being more particularly described as follows;

BEGINNING at a 1/2-inch iron rod found at the common northerly corner of said Lots 4 and 5, Block J, of Fossil Ridge Addition, same being on the southerly right of way line of Fossil Ridge Circle, a called 60-foot right of way, and also being at the beginning of a curve to the left, through a central angle of 12°43’13”, a radius of 830.00 feet and a chord bearing and distance of North 84°06’11” East, 183.89 feet;

THENCE along said curve to the left and also along the southerly right of way line of said Fossil Ridge Circle, an arc length of 184.27 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE South 14°12’59” West, departing the southerly right of way line of said Fossil Ridge Circle, a distance of 731.55 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 75°47’01” West, a distance of 370.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 14°12’59” East, a distance of 644.52 feet to a 5/8-inch iron rod with “KHA” cap set for corner on the southerly right of way line of said Fossil Ridge Circle same being at the beginning of a curve to the left, through a central angle of 13°45’12”, a radius of 830.00 feet and a chord bearing and distance of South 82°39’37” East, 198.76 feet;

THENCE along said curve to the left and also along the southerly right of way line of said Fossil Ridge Circle, an arc length of 199.23 feet to the POINT OF BEGINNING and containing 5.716 acres (248,970 sq. ft.) of land, more or less.

SITE 46

BEING a tract of land situated in the Elizabeth MC Anear Survey Abstract No. 1005 in the City of Mansfield, Tarrant County, Texas, and being all of a called 4.304 acre tract of land conveyed to Fort Worth Land, LLC, as evidenced in a General Warranty Deed recorded in Document No. D207442934 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod set with cap stamped “KHA” for the south corner of said 4.304 acre tract, same being on the northwesterly line of Lot 1, Block 1 of Heritage Business Park, an Addition to the City of Mansfield, Texas, according to the Map or Plat thereof recorded in Volume 388-205, Page 66 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), said iron rod also being on the occupied southeasterly right of way line of Mitchell Road, from said iron rod, a found 3/8-inch iron rod bears South 16°09’24” East, 6.96 feet and a found 5/8-inch capped iron rod bears South 35°05’48” West, 36.30 feet;

THENCE North 30°41’41” West (called North 30°18’40” West), departing the northwesterly line of said Lot 1, Block 1 and the occupied southeasterly right of way line of said Mitchell Road, along the southwesterly line of said 4.304 acre tract and the approximate centerline of a 20’ wide asphalt road known as said Mitchell Road (a variable width right of way, no record found), a distance of 620.90 feet (called 612.61 feet) to a PK nail set in said asphalt road for the west corner of said 4.304 acre tract, said nail also being on the southerly line of a 100’ wide tract of land described in the deed to the Fort Worth and New Orleans Railroad Company (now known as the Southern Pacific Railroad), recorded in Volume 45, Page 95, D.R.T.C.T.;

THENCE South 75°05’42” East (called South 75°18’25” East), departing said Mitchell Road, along the northerly line of said 4.304 acre tract and the southerly line of said 100’ wide railroad right of way, a distance of 861.22 feet (called 865.54 feet) to a 5/8-inch iron rod set with cap stamped “KHA” for the easterly corner of said 4.304 acre tract, same being the most northerly corner of aforesaid Lot 1, Block 1;

THENCE South 58°46’25” West (called South 59°38’41” West), departing the southerly line of said 100’ wide railroad right of way, along the southeasterly line of said 4.304 acre tract and the northwesterly line of said Lot 1, Block 1, a distance of 602.59 feet (called 612.05 feet) to the POINT OF BEGINNING and containing 4.294 acres or 187,067 square feet of land, more or less.

SITE 47

BEING a tract of land out of the James W. Henderson Survey Abstract No. 376, City of Burleson, Johnson County, Texas, being part of a called 14.460 acre tract of land described in Special Warranty Deed to Tarrant FW Properties, L.L.C., recorded in Volume 4250, Page 506, Official Public Records of Johnson County, Texas and being more particularly described as follows:

COMMENCING at a 5/8” iron rod with cap found in the northwest line of Lot 6, Block 24, The Gardens, an addition to the City of Burleson Texas according to the plat recorded in Volume 1, Page 281, Plat Records of Johnson County, Texas; said point being the southernmost corner of said Tarrant FW Properties, L.L.C. tract and the southeast corner of a tract of land described in deed to J.B. Stevens Company, Inc. recorded in Volume 436, Page 251, Deed Records of Johnson County, Texas;

THENCE North 45°14’44” West, with the southwest line of said Tarrant FW Properties, L.L.C. tract, a distance of 377.79 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE North 45°14’44” West, continuing with the southwest line of said Tarrant FW Properties, L.L.C. tract, a distance of 0.92 feet to a 5/8” iron rod with “KHA” cap set for corner

THENCE departing said south line, North 31°31’56” East, a distance of 446.22 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 45°22’00” West, a distance of 12.06 feet to a 5/8” iron rod with cap found for corner on the northwesterly line of said Tarrant FW Properties, L.L.C. tract;

THENCE with the northwesterly line of said Tarrant FW Properties, L.L.C. tract, North 44°36’17” East, a distance of 82.99 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE departing said northwesterly line, South 58°28’04” East, a distance of 357.82 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 31°33’21” West, a distance of 530.15 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 58°26’39” West, a distance of 363.73 feet to the POINT OF BEGINNING and containing 4.443 acres or 193,545 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _______________ / Book _______, Page _________, in the Real Property Records of Johnson County, Texas.

SITE 49

BEING a tract of land situated in the H. D. Thompson Survey, Abstract Number 1507, Tarrant County, Texas, and being a portion of Lot 36 and Lot 37, H. D. Thompson Addition, an addition to the City of Arlington, Texas, recorded in Cabinet A, Slide 6239, Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being a portion of a tract of land conveyed to Chesapeake Land Company, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D207454291 and a portion of a called 1.707 acre tract of land conveyed to Fort Worth Land, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208021742, both of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch iron rod found for the southwest corner of said Lot 36, same being on the east line of Champlin West Addition, an addition to the City of Arlington, Texas, recorded in Volume 388-52, Page 71, P.R.T.C.T., said iron rod also being on the north right of way line of West Division Street (a called 110’ wide right of way);

THENCE North 00°00’25” East, departing the north right of way line of said West Division Street, along the west line of said Lot 36 and along the east line of said Champlin West Addition, a distance of 336.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 89°20’55” East, departing the west line of said Lot 36 and the east line of said Champlin West Addition, passing the common line of said Lots 36 and 37, continuing for a total distance of 245.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 00°00’25” West, a distance of 336.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the south line of said Lot 37, same being the north right of way line of aforesaid West Division Street;

THENCE South 89°20’55” West, along the north right of way line of said West Division Street, along the south line of said Lot 37, passing a 5/8 inch found iron rod with yellow cap “KSC” for the south common corner of said Lots 37 and 36, at a distance of 44.98 feet, continuing along the south line of said Lot 36, for a total distance of 245.00 feet to the POINT OF BEGINNING and containing 1.890 acres (82,320 square feet) of land, more or less.

SITE 50

BEING a tract of land out of the Nathan McDow Survey Abstract No. 597, City of Cleburne, Johnson County, Texas, being all of Lot 2R, Block 1, Ensign-Bickford Addition, an addition to the City of Cleburne, Texas according to the plat recorded in Slide D, Volume 10, Page 162, Plat Records of Johnson County, Texas and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found for the southwest corner of said Lot 2R;

THENCE with the west line of said Lot 2R, Block 1, North 01°38’11” East, a distance of 227.49 feet to a 5/8” iron rod with “KHA” cap set for the northwest corner of said Lot 2R;

THENCE departing said west line and continuing along the west line of said Lot 2R, Block 1, North 30°47’06” East, a distance of 211.00 feet to a 5/8” iron rod with “KHA” cap set for the north corner of said Lot 2R;

THENCE with the northeast line of said Lot 2R, South 54°15’51” East, a distance of 448.00 feet to a 5/8” iron rod with “KHA” cap set for the east corner of said Lot 2R;

THENCE with the southeast line of said Lot 2R, South 50°50’09” West, a distance of 245.79 feet to a 5/8” iron rod with “KHA” cap set for the southeast corner of said Lot 2R;

THENCE with the south line of said Lot 2R, North 88°21’49” West, a distance of 287.68 feet to the POINT OF BEGINNING and containing 2.849 acres or 124,077 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _______________ / Book _______, Page _________, in the Real Property Records of Johnson County, Texas.

SITE 52

BEING a tract of land situated in the H. G. Catlett Survey No. 16, A-178, City of Burleson, Johnson County, Texas, and being a part of a called 18.90 acres of land described in Special Warranty Deed to Chesapeake Land Company, L.L.C., as recorded in Volume 4264, Page 648, of the Deed Records of Johnson County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at a concrete monument (leaning) found for the most easterly, northeast corner of said 18.90 acre tract, same being the east corner of a visibility clip at the intersection of the south line of a Public Access Easement, Utility Easement & Drainage Easement, known as Mockingbird, as recorded in Volume 8, Page 678, Plat Records, Johnson County, Texas and the northwesterly right-of-way line of State Highway 174 (Wilshire Boulevard, a variable width public right of way);

THENCE South 34°43’47” West, along the southeasterly line of said 18.90 acre tract and the northwesterly right of way line of said State Highway No. 174, a distance of 425.90 feet to a concrete monument found for a corner at the beginning of a curve to the left, having a central angle of 03°15’04”, a radius of 5809.65 feet and a chord bearing and distance of South 33°06’15” West, 329.61 feet;

THENCE along said curve to the left and also along the northwesterly right of way line of said State Highway No. 174, an arc length of 329.66 feet;

THENCE North 56°16’41” West, departing the northwest right-of-way line of said State Highway 174, a distance of 60.07 feet to a 5/8” iron rod with cap stamped “KHA” set for corner, same being the POINT OF BEGINNING;

THENCE South 33°43’19” West, a distance of 385.00 feet to a 5/8” iron rod with cap stamped “KHA” set for corner;

THENCE North 56°16’41” West, a distance of 250.00 feet to a 5/8” iron rod with cap stamped “KHA” set for corner;

THENCE North 33°43’19” East, a distance of 385.00 feet to a 5/8” iron rod with cap stamped “KHA” set for corner;

THENCE South 56°16’41” East, a distance of 250.00 feet to the POINT OF BEGINNING and containing 2.210 acres (96,250 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _______________ / Book _______, Page _________, in the Real Property Records of Johnson County, Texas.

SITE 53

BEING a tract of land situated in the J. Balch Survey Abstract No. 82, in the City of Fort Worth, Tarrant County, Texas, and being a portion of a tract of land conveyed to Chesapeake Land Development Company, L.L.C., as evidenced by a Correction General Warranty Deed recorded in Instrument No. D209086194 the Deed Records of Tarrant County, Texas (D.R.T.C.T.), same being all of Lot 1R1 of Holman Subdivision, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Cabinet A, Slide 8951 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at an “X” cut set for the southwest corner of said Lot 1R1, same being the intersection of the east right-of-way line of Stark Street (a called 50’ wide right-of-way) with the north right-of-way line of Craig Street (a called 60’ wide right-of-way), from said corner, a found 1/2-inch iron rod bears North 76°03’54” East, 3.47 feet and a found aluminum disk bears North 60°58’27” West, 1.62 feet;

THENCE NORTH, along the common line of said Lot 1R1 and Stark Street, a distance of 363.36 feet to a 1/2-inch iron rod with cap found for the northwest corner of said Lot 1R1, said point being on the south line of Lot 4-R of McElyea Subdivision, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-71, Page 496, P.R.T.C.T.;

THENCE North 89°35’55” East, departing the east right-of-way line of said Stark Street, along the common line of said Lots 1R1 and 4-R, a distance of 145.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE SOUTH, continuing along the common line of said Lots 1R1 and 4-R, a distance of 44.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE North 89°35’55” East, continuing along the common line of said Lots 1R1 and 4-R, at a distance of a called 98.00 feet, passing the southwest corner of Lot 3 of the R. G. McElyea Subdivision, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-D, Page 309, P.R.T.C.T., continuing along the common line of said Lots 1R1 and 3 for a total distance of 140.60 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the north common corner of said Lot 1R1 and Lot 2R of said Holman Subdivision;

THENCE SOUTH, departing the common line of said Lots 1R1 and 3, along the common line of said Lots 1R1 and 2R, a distance of 320.53 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the south common corner of said Lot 1R1 and Lot 2R of said Holman Subdivision, same being on the north right-of-way line of aforesaid Craig Street;

THENCE South 89°50’00” West, along the south line of said Lot 1R1 and the north right-of-way line of said Craig Street, a distance of 285.59 feet to the POINT OF BEGINNING and containing 2.244 acres (97,754 square feet) of land, more or less.

SITE 54

BEING a tract of land situated in the Heirs of Hays Covington Survey, Abstract No. 256, City of Fort Worth, Tarrant County, Texas, and being all of Lots 5, 6, 7 and 8, Block 9 of Bankhead Estates, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Volume 388-A, Page 121 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), same being a portion of a tract of land conveyed to Tarrant FW Properties, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208011085 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod found for the northeast corner of said Lot 8, Block 9, same being the northwest corner of Lot 9-R, Block 9 of Bankhead Estates, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Cabinet B, Slide 1374, P.R.T.C.T., said iron rod also being on the south right of way line of Albert Avenue (a called 50’ wide public right of way);

THENCE South 00°01’28” East, departing the south right of way line of said Albert Avenue, along the east line of said Lot 8, Block 9, the west line of said Lot 9-R, Block 9 and the west line of Lot 10-R, Block 9 as depicted in said Cabinet B, Slide 1374, a distance of 379.76 feet to a 5/8-inch iron rod found for the southeast corner of said Lot 8 and the southwest corner of said Lot 10-R, same being the north common corner of Lots 16 and 17, Block 9 as depicted in said Volume 388-A, Page 121;

THENCE West, along the south line of aforesaid Lots 8, 7, 6, and 5, Block 9, the north line of Lots 17, 18 and 19, Block 9, as depicted in said Volume 388-A, Page 121 and the north line of Lot 19-R, Block 9 of Bankhead Estates, an Addition to the City of Fort Worth, Texas, according to the Map or Plat thereof recorded in Cabinet A, Slide 4207, P.R.T.C.T. a distance of 448.00 feet to a 5/8-inch “KHA” capped iron rod set for the south common corner of said Lot 5 and Lot 4 in said Block 9;

THENCE North 00°01’28” West, departing the north line of said Lot 19-R and along the common line of said Lots 4 and 5, a distance of 380.69 feet to a 5/8-inch “KHA” capped iron rod set for the north common corner of said Lots 4 and 5, same being on the south right of way line of aforesaid Albert Avenue;

THENCE South 89°52’52” East, along the south right of way line of said Albert Avenue and the north line of aforesaid Lots 5, 6, 7 and 8, Block 9, a distance of 448.00 feet to the POINT OF BEGINNING and containing 3.910 acres (170,340 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 56

BEING a tract of land situated in the H. G, Catlett Survey, Abstract Number 181, Johnson County, Texas, and being a portion a called 9.496 acre tract of land described in the Deed to North Texas Acquisition, L.L.C., executed January 15, 2008, recorded in Volume 4272, Page 658, Deed Records of Johnson County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at a 5/8 inch found iron rod with yellow cap stamped “Dunaway Assoc., L.P., for the west corner of said “Tract One”, being in the northeasterly right-of-way line of said N. W. John Jones Drive, from which, an “X” cut in concrete found for the south corner of said “Tract Two”, bears South 45°19’41” East, a distance of 579.78 feet;

THENCE, North 45°21’59” West, with the northeasterly right-of-way line of said N. W. John Jones Drive, a distance of 80.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for the POINT OF BEGINNING;

THENCE, North 45°21’59” West, continuing with the northeasterly right-of-way line of said N. W. John Jones Drive, a distance of 377.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, North 44°38’12” East, leaving the northeasterly right-of-way line of said N. W. John Jones Drive, a distance of 300.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, South 45°21’59” East, a distance of 377.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for corner;

THENCE, South 44°38’12” West, a distance of 300.00 feet to the POINT OF BEGINNING and containing 2.596 acres (113,100 square feet) of land, more or less.

SITE 57

BEING a tract of land in the W. W Wilburn Survey, Abstract No. 1639, City of Benbrook, Tarrant County, Texas, being part of a called 20.053 acre tract of land as described in deed to Tarrant FW Properties, L.L.C., recorded in County Clerk’s File No. D208017602 Deed Records of Tarrant County, Texas and being more particularly described as follows:

COMMENCING at a 1/2” iron rod found in the south right-of-way line Farm To Market Highway No. 2871 (a 160 foot wide right-of-way) said point being the northeast corner of Lot 5, Block 1 of Whitestone Ranch Phase I, an addition to the city of Benbrook as recorded in Cabinet A, Page 6732 Plat Records Of Tarrant County, Texas;

THENCE with said south right-of-way line, South 28°11’28” East, at a distance of 252.21 feet to a 5/8” iron rod with “KHA” cap set for corner and the POINT OF BEGINNING;

THENCE continuing with said south right-of-way line, South 28°11’28” East, at a distance of 365.83 feet to a 5/8” iron rod with “KHA” cap set for corner

THENCE South 53°57’09” West, leaving said south right-of-way line and across said 20.053 acre tract, a distance of 350.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 29°46’00” West, a distance of 414.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 61°50’09” East, a distance of 358.10 feet to the POINT OF BEGINNING and containing 3.157 acres or 137,519 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 58

BEING a tract of land located in the J. O’Daniel Survey, Abstract No. 1186, in the City of Arlington, Tarrant County, Texas, being a portion of a called 4.631 acre tract of land conveyed to Chesapeake Exploration, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208443823, Deed Records, Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNINING at a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the northeast corner of said 4.631 acre tract, same being on the west line of a called 54.25 acre tract of land conveyed to Peyco Family, Ltd., as evidenced in a Deed recorded in Volume 10897, Page 2138, D.R.T.C.T.;

THENCE South 00°25’51” East, along the east line of said 4.631 acre tract and the west line of said 54.25 acre tract, a distance of 390.00 feet to a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the southeast corner of said 4.631 acre tract;

THENCE South 89°37’05” West, along the south line of said 4.631 acre tract, a distance of 517.45 feet to a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the southwest corner of said 4.631 acre tract;

THENCE North 00°22’55” West, along the west line of said 4.631 acre tract, a distance of 390.00 feet to a 5/8 inch capped iron rod found stamped “Mycoskie McInnis” for the northwest corner of said 4.631 acre tract;

THENCE North 89°37’05” East, along the north line of said 4.631 acre tract, a distance of 517.12 feet to the POINT OF BEGINNING and containing 4.631 acres (201,742 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Partial Assignment of Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 61

BEING a tract of land situated in the J. Brannon Survey, Abstract Number 156, located in the City of Grand Prairie, Tarrant County, Texas, being a part of a called 6.553 acre tract of land described in deed to Chesapeake Land Company, LLC, recorded under Instrument Number D208044631 of the Deed Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found in the proposed curving westerly right-of-way line of Lakeridge Parkway (a variable width public right-of-way) for the southeasterly corner of the beforementioned 6.553 acre tract, same being the northeasterly corner of a called 1.346 acre Save & Except tract described in deed to Lake Parks Joe Poole Communities, Ltd., recorded under Instrument Number D207124813 of the Deed Records of Tarrant County, Texas;

THENCE leaving the proposed westerly right-of-way line of Lakeridge Parkway with the common line of the 6.553 acre and the 1.346 acre tracts, North 68°00’55” West, a distance of 360.35 feet to a 5/8-inch iron rod found in the southeasterly line of a 100-foot wide Texas Power & Light Company easement, recorded in Volume 2549, Page 499 of the Deed Records of Tarrant County, Texas, for the southwesterly corner of the 6.553 acre tract, same being the northwesterly corner of the 1.346 acre tract;

THENCE with the southeasterly line of the 100-foot wide Texas Power & Light Company easement and the northwesterly line of the 6.553 acre tract, North 23°59’45” East, a distance of 358.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE leaving the southeasterly line of the 100-foot wide Texas Power & Light Company easement and across the 6.553 acre tract, South 66°35’20” East, a distance of 392.34 feet to a 5/8-inch iron rod with “KHA” cap set for corner on the easterly line of said 6.553 acre tract, same being in the proposed curving westerly right-of-way line of Lakeridge Parkway and the beginning of a non-tangent curve to the left;

THENCE with the easterly line of said 6.553 acre tract and the proposed westerly right-of-way line of Lakeridge Parkway, Southwesterly, with the curve to the left, through a central angle of 16°08’04”, having a radius of 1250.00 feet, and a chord bearing and distance of South 29°15’38” West, 350.84 feet, an arc distance of 352.00 feet to the POINT OF BEGINNING and containing 2.985 acres (130,032 square feet) of land.

SITE 62

BEING a tract of land situated in the W. Gray Survey, Abstract Number 635, in the City of Fort Worth, Tarrant County, Texas, being part of Block 7 of the Fort Worth Stock Yards Company, an addition to the City of Fort Worth, Tarrant County, Texas, thereof recorded in Volume 388-A, Page 111 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), said tract being a portion of that certain tract of land described in Special Warranty Deed to North Texas Acquisition, L.L.C., recorded in County Clerk’s Instrument No. D208054486 of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a found concrete monument with a brass disk stamped “SW COR 7” for the southwest corner of Block 7 of the beforementioned Fort Worth Stock Yards Company and being the intersection of the north right-of-way line of Twenty Ninth Street (called ±58’ wide right-of-way) with the easterly right-of-way line of Commerce Street (called ±58 wide right-of-way);

THENCE North 15°18’52” West, along said easterly right-of-way line and the westerly line of said Block 7, a distance of 674.28 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner and being the POINT OF BEGINNING;

THENCE North 15°18’52” West, continuing along said easterly right-of-way line and the westerly line of said Block 7, a distance of 415.00 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner;

THENCE North 89°41’08” East, leaving the said easterly right-of-way line, a distance of 207.00 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner;

THENCE South 39°46’58” East, a distance of 519.80 feet to a 5/8-inch set iron rod with a cap stamped “KHA” for corner;

THENCE South 89°44’26” West, a distance of 430.00 feet to the POINT OF BEGINNING and containing 2.932 acres (127,694 square feet) of land, more or less.

SITE 64

BEING a tract of land out of the Rector Collins Survey Abstract No. 351, City of Fort Worth, Tarrant County, Texas, being all of “Tract Two”, called 2.956 acres, described in Special Warranty Deed to Tarrant FW Properties, L.L.C. recorded in Instrument No. D208056121, Official Public Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set for the northeast corner of said Tract Two, same being the northwest corner of Lot 8, Block 19 of North Meadowbrook Estates, an addition to the City of Fort Worth, recorded in Volume 388-194, Page 6, Plat Records of Tarrant County, Texas, said corner also being on the south right-of-way line of Ederville Road (a 68-foot wide public right-of-way);

THENCE with the east line of said Tract Two and the west line of Block 19 of said North Meadowbrook Estates, South 00°33’33” East, a distance of 422.47 feet to a 1/2” iron rod found for the southeast corner of said Tract Two and the southwest corner of said Block 19, same being on the north line of a tract of land described as “Tract II” in deed to CSCL L.P. recorded in Instrument No. D204311921, Official Public Records of Tarrant County, Texas;

THENCE with the south line of said Tract Two and the north line of said Tract II, South 89°51’37” West, a distance of 312.77 feet to a 1/2” iron rod found for the southwest corner of said Tract Two and the northwest corner of said Tract II, same being on the east line of Block 22 of Town of Ederville, an addition to Tarrant County according to the plat recorded in Volume 388-A, Page 38, Plat Records of Tarrant County, Texas;

THENCE with the west line of said Tract Two and the east line of said Block 22, North 01°02’29” West, a distance of 93.55 feet to a 5/8” iron rod with “KHA” cap set for corner at the southeast corner of the terminus of Eder Street (a 70-foot wide public right-of-way), said point also being the northeast corner of said Block 22;

THENCE continuing with the west line of said Tract Two, along the east right-of-way line of said Eder Street and the east line of Block 15 of said Town of Ederville, North 00°57’43” West, a distance of 303.37 feet to a 5/8” iron rod with “KHA” cap set for the northwest corner of said Tract Two, same being on the south right-of-way line of aforesaid Ederville Road;

THENCE with the north line of said Tract Two and the south right-of-way line of said Ederville Road, North 85°13’33” East, a distance of 316.54 feet to the POINT OF BEGINNING and containing 2.956 acres or 128,768 square feet of land.

The bearings for this survey are based on a bearing of North 00°57’43” West, for the east terminus of Eder Street according to said Tarrant FW Properties, L.L.C. Special Warranty Deed.

SITE 65

BEING a tract of land situated in the W. W. Warnell Survey, Abstract Number 1612, City of Arlington, Tarrant County, Texas, and being a portion of a called 12.949 acre tract of land, conveyed to Tarrant FW Properties, LLC, as evidenced in a Warranty Deed recorded in County Clerk’s Instrument No. D208071426, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2 inch iron rod found for the northeast corner of said 12.949 acre tract, and the northwest corner of Lot 1, Hixson Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 7738, of the Plat Records of Tarrant County, Texas, said iron rod also being in the south line of that certain “called 1.055 acre tract” of land described in the Warranty Deed to Texas Utilities Electric Company, executed April 7, 1987, recorded in Volume 8903, Page 1601, said Deed Records, from which, a 1/2 inch found iron rod for the northeast corner of said Lot 1 bears North 89°53’41” East, a distance of 210.02 feet;

THENCE, South 00°23’17” East, along the common line of said 12.949 acre tract and said addition, at a distance of 454.97 feet, pass the common west corner of Lot 5, said Hixson Addition and Lot 7, W. W. Warnell Addition, an addition to the City of Fort Worth, Texas, recorded in Volume 388-198, Page 14, said Plat Records, and continuing with the common line of said 12.949 acre tract and said Warnell Addition, in all, a total distance of 495.00 feet to a 5/8 inch set iron rod with cap stamped “KHA” for a corner;

THENCE, South 89°57’14” West, departing the east line of said 12.949 acre tract and the west line of said Warnell Addition, a distance of 548.20 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for a corner on the west line of said 12.949 acre tract and the east line of a called 4.96 acre tract, conveyed to John R. Sheffield as evidenced in a Deed recorded in Volume 14556, Page 208,D.R.T.C.T.;

THENCE, North 00°28’15” West, along the west line of said 12.949 acre tract, the east line of said 4.96 acre tract and the east line of that certain tract of land described in the Warranty Deed, to William C. Rayburn, recorded in Volume 6512, Page 392, D.R.T.C.T., passing the common east corner of said Rayburn tract and that certain tract of land described in the Warranty Deed, to William P. Rayburn et ux Charlene S. Rayburn, executed May 5, 1967, recorded in Volume 6512, Page 388, D.R.T.C.T., and continuing for a total distance of 495.00 feet, to a 1/2 inch found iron rod (Controlling Monument) for the northwest corner of said 12.949 acre tract, being the southwest corner of that certain “called 0.932 acre tract” of land described in the Warranty Deed to Texas Utilities Electric Company, executed April 7, 1987, recorded in Volume 8903, Page 1601, D.R.T.C.T.;

THENCE, North 89°57’14” East, passing the common south corner of said “called 0.932 acre tract” and that certain “called 0.63 acre tract” of land (Volume 8903, Page 1601), and continuing with the common line of said 12.949 acre tract and said “called 0.63 acre” tract, passing the common south corner of said “called 0.63 acre tract” and said “called 1.055 acre tract” of land (Volume 8903, Page 1601), and continuing with the common line of said 12.949 acre tract and said “called 1.055 acre” tract a distance of 548.92 feet to the POINT OF BEGINNING and containing 6.233 acres (271,532 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 66

BEING a tract of land situated in the Elizabeth Jones Survey, Abstract Number 841, City of Fort worth, Tarrant County, Texas, and part of Lot 30R, Block 9, Hollowbrook Addition, an addition to the City of Fort Worth, Texas, recorded in Cabinet A, Slide 12523, Plat Records of Tarrant County, Texas (P.R.T.C.T.), and part of that certain tract of land described in the Special Warranty Deed to Fort Worth Land, L.L.C., recorded in County Clerk’s Instrument No. D208086631, Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8 inch iron rod found for the southeast corner of said Fort Worth Land, L.L.C., tract, same being in the west line of Lot 5, being the southeast corner of said Lot 30R and the northeast corner of Lot 1-R, Block 8, Hollowbrook Addition, an addition to the City of Fort Worth, Texas, recorded in Volume 388-71, Page 500, P.R.T.C.T.;

THENCE, South 89°58’43” West, along the south line of said Fort Worth Land, L.L.C., tract, the south line of said Lot 30R and the north line of said Lot 1-R, a distance of 298.00 feet to a 5/8 inch set iron rod with cap stamped “KHA”;

THENCE, North 00°02’38” West, departing the south line of said Fort Worth Land, L.L.C., tract, the south line of said Lot 30R and the north line of said Lot 1-R, a distance of 496.00 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for a corner;

THENCE, North 89°35’39” East, a distance of 298.01 feet, to a 5/8 inch set iron rod with cap stamped “KHA” for a corner on the east line of said Fort Worth Land, L.L.C., tract, the east line of said Lot 30R and the west line of a tract of land conveyed to James M. Pedigo and wife Sheila K. Pedigo as described in a Deed recorded in Volume 16324, Page 337, D.R.T.C.T.;

THENCE, South 00°02’38” East, along the east line of said Lot 30R the east line of said Fort Worth Land, L.L.C., tract, the west line of said Pedigo tract, the west line of that certain tract of land described in the Warranty Deed with Vendor’s Lien, to Judith C. Wright Williams, executed April 20, 1979, recorded in Volume 6724, Page 977, said Deed Records, the west line of that certain tract of land described in the Warranty Deed with Vendor’s Lien, to Karl B. Williams and wife Judith C. Williams, executed January 11, 1984, recorded in Volume 7729, Page 1420, said Deed Records, and the west line of Lot 5, Block 1, Welborn View Addition, an addition to the City of Fort Worth, Texas, recorded in Volume 388-87, Page 23, said Plat Records, to a 1/2 inch found iron rod in the west line of said Lot 5, being the southeast corner of said Lot 30 and the northeast corner of Lot 1-R, Block 8, Hollowbrook Addition, an addition to the City of Fort Worth, Texas, recorded in Volume 388-71, Page 500, said Plat Records, a distance of 498.00 feet, to the POINT OF BEGINNING and containing 3.400 acres (148,106 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 67

BEING a tract of land out of the S.B. Hopkins Survey, Abstract No. 671, City of Fort Worth, Tarrant County, Texas, being part of a called 5.837 acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C. recorded in Instrument No. D208090859, Official Public Records of Tarrant County, Texas, said tract also being part of Lot 2, Block 3, Frank M. Anderson Subdivision, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 1255, Page 306, Deed Records of Tarrant County, Texas and part of Block 2-R, Frank M. Anderson Subdivision, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume B, Page 1675, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set at the intersection of the west right-of-way line of Sandy Lane (a variable width public right-of-way) and the south right-of-way line of Anderson Boulevard (a 60-foot wide public right-of-way, Volume 1255, Page 306, Deed Records of Tarrant County, Texas);

THENCE with said west right-of-way line, South 38°06’35” West, a distance of 571.92 feet to a 5/8” iron rod with “KHA” cap set for corner in the north line of a tract of land described in Special Warranty Deed to Abaco Properties, Inc. recorded in Instrument No. D200029728, Official Public Records of Tarrant County, Texas;

THENCE departing said west right-of-way line and with the north line of said Abaco Properties tract and the south line of said Lot 2, Block 3, West, at a distance of 248.37 feet, passing a 1/2” iron rod with cap found at the southeast corner of said Block 2-R, continuing with the south line of said Block 2-R, in all a total distance of 338.37 feet to a 5/8” iron rod with “KHA” cap set for corner; said point being a re-entrant corner of said Block 2-R and being the northwest corner of said Abaco Properties, Inc. tract;

THENCE North, a distance of 450.00 feet to a 5/8” iron rod with “KHA” cap set in said south right-of-way line of Anderson Boulevard; said point being the northernmost northeast corner of said Block 2-R;

THENCE with said south right-of-way line, East, a distance of 691.34 feet to the POINT OF BEGINNING and containing 5.319 acres or 231,686 square feet of land.

SITE 68

BEING a tract of land situated in the B. B. B. & C. RR. Co. Survey, Abstract No. 218, in the City of White Settlement, Tarrant County, Texas and being a portion of Site 7-A and Site 7-B, Western Hills Park, Third Section, an addition to the City of White Settlement, recorded in Cabinet B, Slide 1-6 in the Plat Records of Tarrant County, Texas, and being a portion of a called 11.75 acre tract of land conveyed to Fort Worth Land, L. L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s File No. D208099301 in the Deed Records of Tarrant County, Texas, and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found in the east line of South Las Vegas Trail (an 80-foot right-of-way), said point being the northwest corner of said 11.75 acre tract and the northwest corner of said Site 7-A and the southwest corner of Block J of Melody Park, an addition to the City of White Settlement, recorded in Volume 388-S, Page 82, in the Plat Records of Tarrant County, Texas;

THENCE South 89°37’00” East, departing the east line of said South Las Vegas Trail, along the common line of said 11.75 acre tract and said Block J and the north line of said Sites 7-A and 7-B, passing at a distance of 265.98 feet, a 1/2-inch iron rod found for the common north corner of said Site 7-A and Site 7-B, continuing for a total distance of 477.00 feet to a 5/8-inch iron rod with “KHA” cap to be set for a corner;

THENCE South 00°23’00” West, departing the common line of said Site 7-B, said 11.75 acre tract and said Block J, a distance of 424.00 feet to a 5/8-inch iron rod with “KHA” cap to be set for a corner;

THENCE North 89°37’00” West, a distance of 465.26 feet to a 5/8-inch iron rod with “KHA” cap to be set for a corner, said point being on the westerly line of said 11.75 acre tract and the westerly line of said Site 7-A and the easterly line of said South Las Vegas Trail, and being in a non-tangent curve to the right;

THENCE northerly, along the easterly line of said South Las Vegas Trail, and along the westerly line of said 11.75 acre tract and the westerly line of said Site 7-A, with said curve to the right, through a central angle of 07°57’40”, having a radius of 1524.01 feet, and a chord bearing and distance of North 03°10’52” West, 211.58 feet, an arc length of 211.75 feet to a 1/2-inch iron rod found for corner;

THENCE North 00°45’55” East, continuing along the easterly line of said South Las Vegas Trail, and along the westerly line of said 11.75 acre tract and the westerly line of said Site 7-A, a distance of 212.83 feet to the POINT OF BEGINNING and containing 4.633 acres (201,828 square feet) of land, more or less.

SITE 69

BEING a tract of land out of the W.J. Morgan Survey Abstract No. 1092, City of Fort Worth, Tarrant County, Texas, being part of a called 12.54 acre tract of land described as “Tract 1” in Special Warranty Deed to Fort Worth Land, L.L.C., recorded in Instrument No. D208126795, Official Public Records of Tarrant County, Texas, said tract also being part of Block A, Westcliff, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 388-41, Page 34, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found in the southwest right-of-way line of Interstate Highway 20 (a variable width public right-of-way); said point being the northernmost corner of a tract of land described in deed to Southwestern Bell Telephone recorded in Volume 3826, Page 54 Deed Records of Tarrant County, Texas; said point also being the northeast corner of said Block A;

THENCE departing said southwest right-of-way line with the northwest line of said Southwestern Bell Telephone tract, South 29°13’43” West, a distance of 328.97 feet to a 5/8” iron rod with “KHA” cap set for corner; from said point, an aluminum disk found bears South 29°13’43” West, a distance of 15.23 feet; said point being the westernmost corner of said Southwestern Bell Telephone tract;

THENCE departing said northwest line, North 60°46’17” West, a distance of 471.57 feet to a “PK” nail set for corner;

THENCE North 45°16’43” East, a distance of 319.65 feet to a “X” cut in concrete set for corner in said southwest right-of-way line of Interstate Highway 20;

THENCE with said southwest right-of-way line, South 64°01’25” East, a distance of 383.82 feet to the POINT OF BEGINNING and containing 3.110 acres or 135,462 square feet of land.

SITE 78

BEING a tract of land out of the Henry McGehee Survey, Abstract No. 998, City of Mansfield, Tarrant County, Texas, being part of a called 16.08 acre tract of land described in Special Warranty Deed to Trinity River Real Estate, L.L.C., recorded in Instrument No. D208150598, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

COMMENCING at a point in the south right-of-way line of Debbie Lane (a variable width public right-of-way); said point being the northwest corner of Lot 1, Hunter’s Row at Walnut Creek, Section One, an addition to the City of Mansfield, Texas according to the plat recorded in Cabinet A, Page 4150, Plat Records of Tarrant County, Texas; from said point a 1/2” iron rod found bears North 57°07’ West, a distance of 0.7 feet;

THENCE departing said south right-of-way line and with the west line of said Hunter’s Row at Walnut Creek, South 30°21’36” East, a distance of 662.58 feet to a point in the west line of Lot 7, Hunter’s Row at Walnut Creek;

THENCE departing said west line, South 59°38’24” West, a distance of 200.00 feet to a 5/8” iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE South 59°38’24” West, a distance of 375.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 30°21’36” West, a distance of 300.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 59°38’24” East, a distance of 375.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 30°21’36” East, a distance of 300.00 feet to the POINT OF BEGINNING and containing 2.583 acres or 112,500 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 82

BEING a tract of land situated in the H.G. Catlett Survey, Abstract Number 182, located in Johnson County, Texas, and being part of a called 7.500 acre tract of land as described in Special Warranty Deed to North Texas Acquisition, L.L.C. recorded in Volume 4356, Page 0162, Official Public Records, Johnson County, Texas, said tract of land being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the southeast right-of-way line of County Road No. 1020 (a variable width public right-of-way); said point bears North 44°47’19” East, a distance of 23.70 feet from a 1” iron pipe found at the westernmost corner of said North Texas Acquisition, L.L.C. tract;

THENCE along said southeast right-of-way line, North 44°47’19” East, a distance of 225.00 feet to a 5/8” iron rod with “KHA” cap set for corner; said point being the westernmost corner of a tract of land described in deed to Ronald L. Fisher and Rebecca E. Fisher, recorded in Volume 1927, Page 259, Deed Records, Johnson County, Texas;

THENCE departing said southeast right-of-way line and with the southwest line of said Fisher tract, South 44°21’23” East, a distance of 420.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE departing said southwest line, South 44°47’19” West, a distance of 214.51 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 45°47’15” West, a distance of 419.97 feet to the POINT OF BEGINNING and containing 2.119 acres or 92,287 square feet of land.

SITE 83

BEING a tract of land situated in the G. W. COONROD SURVEY, ABSTRACT No. 292, in the City of Arlington, Tarrant County, Texas, and being a portion of Tract B, Block 12-R, of Parkway Central Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-96, Page 46, Plat Records, Tarrant County, Texas, (P.R.T.C.T.) and being a portion of Tract C-R, Block 12-R, of Parkway Central Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-109, Page 33, P.R.T.C.T. and being a portion of a called Tract 1 as conveyed to KHC Land Investments, L.L.C., as described in Special Warranty Deed recorded in Instrument No, D208201855, Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and a portion of a called 8.528 acre tract of land conveyed to KHC Land Investments, L.L.C., as described in Special Warranty Deed recorded in Instrument No, D2082031155, (O.P.R.T.C.T.), and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found for the southwest corner of said 8.528 acre tract, said point being the southwest corner of said Tract C-R and the southeast corner of Tract D, Block 12-R, of Parkway Central Addition, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-109, Page 33, P.R.T.C.T. said iron rod also being on the north right-of-way line of Washington Drive, (an 80-foot wide public right-of-way);

THENCE NORTH, departing the north right-of-way line of said Washington Drive, along the common line of said Tract C-R and Tract D and along the west line of said 8.528 acre tract, a distance of 753.21 feet to a 5/8-inch iron rod found for the northerly common corner of said Tract C-R and Tract D and the northwest corner of said 8.528 acre tract;

THENCE South 89°13’00” East, departing the common line of said Tract C-R and Tract D, along the north line of said Tract C-R and the north line of said 8.528 acre tract, a distance of 475.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner;

THENCE SOUTH, departing the north line of said Tract C-R, the north line of said 8.528 acre tract, across said Tract C-R, passing at a distance of 271.41 feet, a point on the common line of said Tract C-R, said 8.528 acre tract and aforesaid Tract 1 and aforesaid Tract B, Block 12-R, continuing across said Tract 1 and said Tract B for a total distance of 666.74 feet to a 5/8-inch iron rod with cap stamped “KHA” set for corner, said point being on the southerly line of said Tract 1 and said Tract B, same being on the northerly line of aforesaid Washington Drive, and being in a non-tangent curve to the right;

THENCE, southwesterly along the common line of said Tract 1 and said Tract B and said Washington Drive, passing at an arc length of 86.34 feet, the southerly common corner of said Tract 1, said Tract B, said 8.528 acre tract and said Tract C-R, through a central angle of 29°13’25”, having a radius of 624.52 feet, and a chord bearing and distance of South 75°19’31” West, 315.09 feet, a total arc length of 318.54 feet to a 1/2-inch iron rod found for corner;

THENCE South 89°57’00” West, along the common line of said Tract C-R, said 8.528 acre tract and said Washington Drive, a distance of 170.14 feet to the POINT OF BEGINNING and containing 7.994 acres (348,233 sq. ft.) of land, more or less.

SITE 89

BEING a tract of land situated in the John Childress Survey, Abstract Number 249, and the William G. Matthews Survey, Abstract Number 1052, Tarrant County, Texas, and being a portion of the remainder of Block 6, Post Oak Village, an addition to the City of Fort Worth, Texas, recorded in Volume 388-145, Page 47, of the Plat Records of Tarrant County, Texas, and being a portion of an 8.347 acre tract of land described in the deed to North Texas Acquisition, L.L.C., recorded in County Clerk’s Instrument No. D208232442, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod (Controlling Monument) found for the northeast corner of said 8.347 acre tract and said Block 6, and being the intersection of the southerly right-of-way line of Trinity Boulevard (variable width right-of-way) and the westerly right-of-way line of Post Oak Boulevard (an 80-foot wide right-of-way);

THENCE South 89°59’28” West, a distance of 130.70 feet, along the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard, to a 1/2-inch iron rod found for corner, and being at the beginning of a curve to the left;

THENCE westerly, continuing along the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard and with said curve to the left, through a central angle of 03°51’49”, having a radius of 1800.00 feet, and a chord bearing and distance of South 88°03’34” West, 121.36 feet, an arc length of 121.38 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING;

THENCE departing the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard, across said 8.347 acre tract, the following courses and distances to wit:

—South 04°44’11” East, a distance of 283.00 feet to a 5/8-inch “KHA” capped iron rod set for corner;

—South 80°31’50” West, a distance of 261.00 feet to a 5/8-inch “KHA” capped iron rod set for corner;

—North 02°49’43” West, a distance of 291.00 feet to a 5/8-inch “KHA” capped iron rod set for corner on the north line of said Block 6, the north line of said 8.347 acre tract and the southerly line of said Trinity Boulevard, and being in a non-tangent curve to the right;

THENCE easterly, along the northerly line of said Block 6, the northerly line of said 8.347 acre tract and the southerly line of said Trinity Boulevard and with said curve to the right, through a central angle of 07°59’22”, having a radius of 1800.00 feet, and a chord bearing and distance of North 82°07’58” East, 250.80 feet, an arc length of 251.00 feet to the POINT OF BEGINNING, and containing 1.696 acres (73,887 square feet) of land, more or less.

SITE 90

BEING a tract of land situated in the J. O’ Daniel Survey, Abstract Number 1186, located in the City of Arlington, Tarrant County, Texas, and being a part of Lot 2, J. O’ Daniel Addition, an addition to the City of Arlington, as recorded in Cabinet A, Slide 5247, of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being part of a tract of land described in Special Warranty Deed to KHC Land Investments, L.L.C., a limited liability corporation, as recorded under Instrument Number D208234353 of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), said tract being more particularly described as follows:

BEGINNING at a 5/8-inch found iron rod for the northwest corner of said Lot 2, said corner also being on the south right-of-way line of Bardin Road (120 feet wide);

THENCE North 67° 19’ 28” East, along the common line between said Lot 2 and said south right-of-way line, a distance of 413.74 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 00° 26’ 58” East, leaving the south right-of-way line of Bardin Road, a distance of 525.83 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 89° 33’ 02” West, continuing along said common line, a distance of 383.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the southwest corner of said Lot 2 and the northwest corner of said Lot 3;

THENCE North 00° 26’ 58” West, along the west line of said Lot 2, a distance of 369.33 feet to the POINT OF BEGINNING and containing 3.935 acres (171,424 square feet) of land, more or less.

SITE 91

BEING a tract of land situated in the George Akers Survey, Abstract Number 30, in the City of Haltom City, Tarrant County, Texas, and being a portion of a called 7.997 acre tract of land conveyed to Fort Worth Land, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208238480 of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 3/8-inch iron rod found for the southeast corner of said 7.997 acre tract and the southwest corner of a called Tract 1, conveyed to the City of North Richland Hills, Texas, as evidenced in a Deed recorded in Volume 3922, Page 0621, D.R.T.C.T., same being on the north line of a tract of land conveyed to TCS 2004, LLC, as evidenced in a Deed recorded in County Clerk’s Instrument No. D206158483, D.R.T.C.T., from said corner, a found 1-inch iron rod in an east-west fence line bears South 00°07’48” East, 8.97 feet;

THENCE South 88°45’10” West, along the south line of said 7.997 acre tract and the north line of said TCS 2004, LLC tract, a distance of 493.75 feet to a corner;

THENCE North 01°14’50” West, departing the south line of said 7.997 acre tract and the north line of said TCS 2004, LLC tract, a distance of 102.03 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING of the herein described tract;

THENCE North 24°17’13” West, a distance of 265.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 65°42’47” East, a distance of 375.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 24°17’13” East, a distance of 265.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 65°42’47” West, a distance of 375.00 feet to the POINT OF BEGINNING and containing 2.281 acres (99,375 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 92

BEING a tract of land situated in the WILLIAM STEPHENS SURVEY, Abstract No. 1429 and the RACHEL MEDLIN SURVEY, Abstract No. 1044, in the City of Arlington, Tarrant County, Texas, and being a portion of a called 5.69 net acre tract described in a Special Warranty Deed to North Texas Acquisition, L.L.C., recorded in County Clerk’s Instrument No. D208249458 of the Deed Records Tarrant County, Texas, (D.R.T.C.T.), also being a portion of Lot 33-R-1D1 of the WILLIAM STEPHENS ADDITION, an addition to the City of Arlington as recorded in Cabinet A, Slide 7772 of the Plat Records of Tarrant County, Texas, (P.R.T.C.T.) and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod found for the southeast corner of said 5.69 net acre tract, same being in the north right-of-way line of S.W. GREEN OAKS BOULEVARD (120-foot wide public right-of-way ), said point being the southeast corner of Lot 33-R-1D3 of said WILLIAM STEPHENS ADDITION;

THENCE NORTH, departing the north right-of-way line of said S.W. GREEN OAKS BOULEVARD, along the east line of said 5.69 net acre tract, the east line of said Lot 33-R-1D3, passing at 78.57 feet the northeast corner of said Lot 33-R-1D3 and the southeast corner of aforesaid Lot 33-R-1D1, continuing for a total distance of 211.72 feet to a 5/8-inch iron rod with “KHA” cap set for the POINT OF BEGINNING;

THENCE WEST, leaving the east line of said 5.69 net acre tract, the east line of said Lot 33-R-1D1, passing at a distance of 191.46 a 5/8-inch iron rod at the northeast corner of Lot 33-R-1D2 of said WILLIAM STEPHENS ADDITION, for a total distance of 467.19 feet to an “X” found for corner at the northwest corner of said Lot 33-R-1D2, and the most southerly, southwest corner of said 5.69 net acre tract, same being the southeast corner of Lot 33-R-1 of WILLIAM STEPHENS ADDITION, an addition to the City of Arlington as recorded in Volume 388-197, Page 45, P.R.T.C.T.;

THENCE North 00°04’37” West, along the easterly common line of said Lot 33-R-1 and Lot 33-R-1D1, a distance of 133.33 feet to a 1/2-inch iron rod found at the northeast corner of said Lot 33-R-1;

THENCE North 89°55’27” East, across said Lot 33-R-1D1, a distance of 65.37 feet to an “X” set for corner;

THENCE NORTH, continuing across said Lot 33-R-1D1, a distance of 235.38 feet to a 5/8-inch iron rod with “KHA” cap to be set for corner, said point being on the common line of said Lot 33-R-1D1 and Lot 33-R-1C of the WILLIAM STEPHENS ADDITION, an addition to the City of Arlington as recorded in Cabinet A, Slide 2605, P.R.T.C.T., same being on the north line of aforesaid 5.69 net acre tract;

THENCE EAST, along the north line of said 5.69 net acre tract, and along the common line of said Lot 33-R-1D1 and Lot 33-R-1C, a distance of 402.00 feet to a 1/2-inch iron rod found for corner, said point being the northeast corner of said Lot 33-R-1D1 and said 5.69 net acre tract;

THENCE SOUTH, departing the common line of said Lot 33-R-1D1 and Lot 33-R-1C, along the

east line of said Lot 33-R-1D1 and the east line of said 5.69 net acre tract, a distance of 368.79 feet to the POINT OF BEGINNING and containing 3.603 acres (156,961 sq. ft.) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 93

BEING a tract of land situated in the G.W. Main Survey, Abstract Number 1099, City of Arlington, Tarrant County, Texas, and being a portion of Lot C of G.W. MAIN ADDITION, an addition to the City of Arlington, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-102, Page 49 of the Plat Records of Tarrant County, Texas, same being all of a called 2.877 acre tract of land described in a Special Warranty Deed to Trinity River Real Estate, L.L.C., recorded under Instrument Number D208258053 of the Deed Records of Tarrant County, Texas, (D.R.T.C.T.), and being all of a called 2.469 acre tract of land described in a Special Warranty Deed to Trinity River Real Estate, L.L.C., recorded under Instrument Number D208258054, D.R.T.C.T., and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the southwest corner of said 2.469 acre tract and the southeast corner of Lot 4 of the James T. Turner Addition, an addition to the City of Arlington, as recorded in Volume 388-101, Page 50 of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being on the north line of Block 1 of Oak Branch Estates Addition, an addition to the City of Arlington, as recorded in Volume 388-124, Page 36, P.R.T.C.T.;

THENCE in a northerly direction, along the east line of said Lot 4 and the west line of said 2.469 acre tract, the following:

North 16°55’01” West, a distance of 137.00 feet to a 1/2-inch iron rod found for a corner;

North 62°54’01” West, a distance of 57.00 feet to a 1/2-inch iron rod found for a corner;

North 48°46’01” West, a distance of 147.50 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for a corner;

North 22°47’01” West, a distance of 84.30 feet to a 5/8-inch iron rod found for the northwest corner of said 2.469 acre tract, same being on the curving southerly right of way line of Pleasant Ridge Road (a variable width right of way) as described in a Right of Way Easement recorded in Volume 7422, Page 710, D.R.T.C.T., said curve being a non-tangent curve to the left;

THENCE in an easterly direction, along the northerly line of said 2.469 acre tract and along the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 710 and along the arc of said curve to the left, through a central angle of 12°32’04”, having a radius of 1045.00 feet, a chord bearing of North 77°52’35” East, a chord distance of 228.16 feet and an arc length of 228.61 feet to the east corner of said Volume 7422, Page 710;

THENCE North 88°14’34” East, continuing along the northerly line of said 2.469 acre tract and the occupied southerly right of way line of said Pleasant Ridge Road, a distance of 10.14 feet to a corner;

THENCE North 58°40’34” East, continuing along the northerly line of said 2.469 acre tract and the occupied southerly right of way line of said Pleasant Ridge Road, a distance of 14.15 feet to the west corner of Pleasant Ridge Road (a variable width right of way) as described in a Right of

Way Easement recorded in Volume 7422, Page 697, D.R.T.C.T., same being the point of curvature of a non-tangent curve to the left;

THENCE in an easterly direction, along the northerly line of said 2.469 acre tract, the northerly line of aforesaid 2.877 acre tract, the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 697 and the southerly right of way line of Pleasant Ridge Road as described in a Right of Way Easement recorded in Volume 7422, Page 707, D.R.T.C.T., and along the arc of said curve to the left, through a central angle of 08°05’27”, having a radius of 1045.00 feet, a chord bearing of North 66°16’30” East, a chord distance of 147.44 feet and an arc length of 147.57 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the end of said curve;

THENCE North 62°13’46” East, continuing along the northerly line of said 2.877 acre tract and the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 707, a distance of 210.39 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the point of curvature of a curve to the right;

THENCE in an easterly direction, continuing along the northerly line of said 2.877 acre tract and the southerly right of way line of Pleasant Ridge Road as described in said Volume 7422, Page 707 and along the arc of said curve to the right, through a central angle of 04°00’54”, having a radius of 1000.00 feet, a chord bearing of North 64°14’13” East, a chord distance of 70.06 feet and an arc length of 70.07 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the northeast corner of said 2.877 acre tract, same being on the east line of Lot C of aforesaid G. W. Main Addition;

THENCE South 01°46’26” East, departing the southerly right of way line of said Pleasant Ridge Road, along the east line of said 2.877 acre tract and the east line of said Lot C, a distance of 572.64 feet to a 5/8-inch iron rod with cap stamped “Dunaway Assoc. LP” found for the southeast corner of said 2.877 acre tract and the southeast corner of said Lot C;

THENCE South 89°34’59” West, along the south line of said Lot C, the south line of said 2.877 acre tract and the south line of aforesaid 2.469 acre tract, a distance of 413.09 feet to the POINT OF BEGINNING and containing 5.347 acres (232,869 square feet) of land, more less.

SITE 94

BEING a tract of land out of the Thomas McCanne Survey Abstract No. 1033, City of Fort Worth, Tarrant County, Texas, being part of a called 10.42 acre tract of land described as “Tract 1” and a called 2.200 acre tract of land described as “Tract 2” in Special Warranty Deed to Fort Worth Land, L.L.C., recorded in Instrument No. D208263998, Official Public Records of Tarrant County, Texas, said tract also being part of Lot 15 and Lot 16, Block 1, Santa Fe Industrial Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Cabinet A, Page 3747, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the west line of said Fort Worth Land, L.L.C. tract; from said point A 1/2” iron rod found in the north right-of-way line of West Seminary Drive (an 80-foot wide right-of-way) bears South 00°11’35” West, a distance of 206.16 feet; said point being the southwest corner of said Fort Worth Land L.L.C. tract;

THENCE North 00°11’35” East, a distance of 411.19 feet to a 5/8” iron rod with “KHA” cap set for corner in the south line of a Railroad Easement and Right-of-Way described as “Tract E” recorded in Volume 5268, Page 831, Deed Records of Tarrant County, Texas; said point being the beginning of a non-tangent curve to the right having a radius of 387.85 feet, a central angle of 09°26’03”, a chord bearing and distance of South 76°01’05” East, 63.79 feet; from said point, a 1/2” iron rod found bears North 89°47’ East, a distance of 0.3 feet;

THENCE with the south line of said Railroad Easement and Right-of-Way the following courses and distances:

In a southeasterly direction with said curve, an arc distance of 63.86 feet to a 1/2” iron rod found at the beginning of a non-tangent curve to the left having a radius of 407.85 feet, a central angle of 18°36’12”, a chord bearing and distance of South 80°27’21” East, 131.84 feet;

In a southeasterly direction, with said curve, an arc distance of 132.42 feet to a 5/8” iron rod with “KHA” cap set for corner in the east line of said Lot 16 and the east line of said Tract 2;

North 00°11’35” East, a distance of 41.30 feet to a 5/8” iron rod with “KHA” cap set for corner;

South 89°46’00” East, a distance of 127.96 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE departing said south right-of-way line, South 00°11’35” West, a distance of 416.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 89°46’00” West, a distance of 320.00 feet to the POINT OF BEGINNING and containing 2.937 acres or 127,951 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 95

BEING a tract of land situated in the P. Pate Survey, Abstract Number 1202, in the City of Fort Worth, Tarrant County, Texas, being a portion of Lot B-R-1, Block 1, RIDGMAR PLAZA, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-106, Page 17 of the Plat Records of Tarrant County, Texas, being a portion of a tract of land described in Deed to Fort Worth Land, L.L.C., recorded under Instrument Number D208266010 of the Official Records of Tarrant County, Texas and being more particularly described by metes and bounds as follows:

BEGINNING at a 3/4-inch iron rod found for the intersection of the south right-of-way line of Plaza Parkway (a called108-foot wide public right-of-way) and the east right-of-way line of Ridgmar Boulevard (a called 80-foot wide public right-of-way) and the northwest corner of Lot B-R-1, Block 1;

THENCE with the south right-of-way line of Plaza Parkway, the following courses and distances to wit:

—North 74°45’45” East, a distance of 8.00 feet to a 3/4-inch iron rod found for the beginning of a curve to the right;

—Easterly, with said curve to the right, through a central angle of 14°24’40”, having a radius of 937.48 feet, and a chord bearing and distance of North 81°58’05” East, 235.18 feet, an arc length of 235.80 feet to a 5/8-inch iron rod found for corner;

—North 89°10’25” East, a distance of 362.20 feet to a 3/4-inch iron rod found for the intersection of the south right-of-way line of Plaza Parkway and the west right-of-way line of Ridgmar Plaza (a called 144-foot wide public right-of-way) for the beginning of a non-tangent curve to the right;

THENCE with said curve to the right, through a central angle of 01°06’53”, having a radius of 5834.79 feet, and a chord bearing and distance of South 06°12’34” East, 113.53 feet, an arc length of 113.53 feet to a 5/8-inch iron rod with plastic “KHA” cap set for corner;

THENCE leaving the west right-of-way line of Ridgmar Plaza and crossing said Lot B-R-1, Block 1, the following courses and distances to wit:

—South 89°10’25” West, a distance of 86.42 feet to a PK nail set for corner;

—South 00°49’35” East, a distance of 15.00 feet to a PK nail set for corner;

—South 89°10’25” West, a distance of 115.76 feet to a PK nail set for corner

—South 00°47’53” East, a distance of 122.00 feet to a 3/4-inch iron rod for the northeast corner of Lot A-R, Block 1 of said RIDGMAR PLAZA;

THENCE South 89°11’33” West, with the common line of Lot B-R-1 and Lot A-R, Block 1, a distance of 324.10 feet to a 1-inch iron rod found in the east right-of-way line of Ridgmar Boulevard;

THENCE North 22°46’15” West, with the east right-of-way line of Ridgmar Boulevard, a distance of 201.14 feet to a 3/4-inch iron rod found for the beginning of a curve to the right;

THENCE with said curve to the right, through a central angle of 1°20’50”, having a radius of 1454.34 feet, and a chord bearing and distance of North 22°05’50” West, 34.20 feet, an arc length of 34.20 feet to the POINT OF BEGINNING and containing 2.637 acres, (114,885 square feet) of land, more or less.

SITE 98

BEING a tract of land situated in the B.B.B. & C.R.R. Survey, Abstract Number 89, Johnson County, Texas, and being all of Lot 1, Block A of Ensign-Bickford North Addition, an Addition to the City of Cleburne, Texas, according to the Map or Plat thereof recorded in Slide D, Volume 10, Page 165, of the Plat Records of Johnson County, Texas, and being a portion of a called 48.75 acre tract as described in a Special Warranty Deed to Fort Worth Land, LLC, recorded in Volume 4260, Page 774, of the Deed Records of Johnson County, Texas, and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “KHA” set for the southeast corner of said Lot 1, Block A, same being on the north line of Supreme Addition, an Addition to the City of Cleburne, Texas, according to the Map or Plat thereof recorded in Volume 7, Page 54 of the Plat Records of Johnson County, Texas, said corner also being a south common corner of said Lot 1 and Lot 2, Block A of said Ensign-Bickford North Addition;

THENCE South 89°27’09” West, along the south line of said Lot 1 and the north line of said Supreme Addition, a distance of 335.26 feet to a 1/2-inch iron rod found for a southwest corner of said Lot 1 and the northwest corner of said Supreme Addition, same being on the northeast right-of-way line of County Road 1022 (Pipeline Road) a called 60’ wide right-of-way;

THENCE North 43°47’51” West, along the southwest line of said Lot 1 and the northeast right-of-way line of said County Road 1022 (Pipeline Road), a distance of 277.07 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for the west corner of said Lot 1, same being a south common corner of said Lot 1 and aforesaid Lot 2, Block A;

THENCE North 28°28’07” East, departing the northeast right-of-way line of said County Road 1022 (Pipeline Road) and along the common line of said Lots 1 and 2, a distance of 348.19 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for the northwest corner of said Lot 1;

THENCE South 63°16’01” East, continuing along the common line of said Lots 1 and 2, a distance of 401.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for the northeast corner of said Lots 1 and 2;

THENCE South 00°30’56” East, continuing along the common line of said Lots 1 and 2, a distance of 322.50 feet to the POINT OF BEGINNING and containing 4.323 acres (188,302 square feet) of land, more or less.

SITE 99

BEING a tract of land out of the N.B. Breeding Survey Abstract No. 189, City of Fort Worth, Tarrant County, Texas, being part of a called 39.12 acre tract of land described in Special Warranty Deed to Fort Worth Land, L.L.C. recorded in Instrument No. D208294744, Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8” iron rod with “KHA” cap set in the north line of said Fort Worth Land, L.L.C. tract; from said point, the northwest corner of said Fort Worth Land L.L.C. tract bears South 88°54’09” West, a distance of 526.44 feet;

THENCE with said north line, North 88°54’09” East, a distance of 370.74 feet to a 5/8” iron rod with cap found for corner at the southernmost southwest corner of a tract of land described in Warranty Deed to Bennie G. Boone recorded in Volume 4591, Page 52, Deed Records of Tarrant County, Texas;

THENCE with a south line of said Boone tract, South 89°55’50” East, a distance of 78.98 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South, a distance of 487.31 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE West, a distance of 449.66 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North, a distance of 480.30 feet the POINT OF BEGINNING and containing 5.001 acres or 217,846 square feet of land.

Bearing system based on a bearing of South 00°08’10” West, for the east line of said Fort Worth Land, L.L.C. tract.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 100

BEING a tract of land situated in the John Davis Survey, Abstract No. 418, in the City of Fort Worth, Tarrant County, Texas, and being a portion of Block 2, A.H. Fish Addition, an addition to the City of Fort Worth, recorded in Volume 388-L, Page 60, in the Plat Records of Tarrant County, Texas, and being a portion of a tract of land conveyed to Fort Worth Land, L. L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s File No. D208293962 in the Deed Records of Tarrant County, Texas, and being more particularly described as follows:

COMMENCING at a 1/2-inch iron rod found for the northeast corner of said Block 2, same being on the westerly right-of-way line of Mitchell Boulevard (a 100’ wide right-of-way);

THENCE South 28°00’00” East, along the easterly line of said Block 2 and the westerly right-of-way line of said Mitchell Boulevard, a distance of 141.67 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the POINT OF BEGINNING;

THENCE South 28°00’00” East, continuing along the easterly line of said Block 2 and the westerly right-of-way line of said Mitchell Boulevard, a distance of 14.26 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE South 00°22’11” East, departing the easterly line of said Block 2 and the westerly right-of-way line of said Mitchell Boulevard, a distance of 362.36 feet to a PK nail set for a corner;

THENCE South 89°37’49” West, a distance of 250.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 00°22’11” West, a distance of 375.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 89°37’49” East, a distance of 243.38 feet to the POINT OF BEGINNING and containing 2.151 acres (93,708 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 101

BEING a tract of land situated in the S. P. Loving Survey, Abstract Number 943, City of Fort Worth, Tarrant County, Texas, being a portion of Lot A, Block 1 of JIM ELLIS INDUSTRIAL ADDITION, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-F, Page 397 of the Plat Records of Tarrant County, Texas, same being a portion of the 3.999 acre tract of land described in Deed to Fort Worth Land, L.L.C., recorded under Instrument Number D208294158 of the Official Public Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with “SURVCON INC.” cap found at the intersection of the north right-of-way line of East Dewitt Drive (a 50-foot wide public right-of-way) and the east right-of-way line of Yuma Street (a 60-foot wide public right-of-way) for the southwest corner of said Lot A, Block 1 and the beginning of a curve to the right, same being the southwest corner of said 3.999 acre tract;

THENCE with said east right-of-way line of Yuma Street, the west line of said Lot A and the west line of said 3.999 acre tract and along said curve to the right, through a central angle of 02°03’27”, having a radius of 2260.40 feet, and a chord bearing and distance of North 01°34’16” West, 81.17 feet, an arc length of 81.17 feet to a 5/8-inch iron rod with plastic “SURVCON INC.” cap found for corner;

THENCE North 00°32’33” West, continuing with the east right-of-way line of Yuma Street, the west line of said Lot A and the west line of said 3.999 acre tract, a distance of 152.16 feet to a 5/8-inch iron rod with plastic “KHA” cap for corner;

THENCE North 89°27’27” East, leaving the east right-of-way line of Yuma Street, the west line of said Lot A and the west line of said 3.999 acre tract, a distance of 314.92 feet to a 5/8-inch iron rod with plastic “KHA” cap set for corner;

THENCE South 00°32’33” East, a distance of 300.13 feet to a 5/8-inch iron rod with plastic “KHA” cap set for corner in the north right-of-way line of East Dewitt Drive, same being on the south line of said Lot A and the south line of said 3.999 acre tract;

THENCE North 78°30’33” West, with the north right-of-way line of East Dewitt Drive, the south line of said Lot A and the south line of said 3.999 acre tract, a distance of 320.51 feet to the POINT OF BEGINNING and containing 1.926 acres (83,909 square feet) of land, more or less.

SITE 103

BEING a tract of land situated in the Thomas Perkins Survey, Abstract Number 1218, Tarrant County, Texas, being a portion of Lot 13, Thomas Perkins Addition, an addition to the City of Arlington, Texas, recorded in Cabinet A, Slide 6101, a portion of Lots 5 and 6, Block 1, Pounds Addition, an addition to the City of Arlington, Texas, recorded in Volume 388-15, Page 635, and a portion of Tract 2-K-A, of the Thomas Perkins Survey, an addition to the City of Arlington, Texas, recorded in Volume 388-47. Page 185, all of the Plat Records of Tarrant County, Texas (P.R.T.C.T.), and being a portion of a called 7.993 acre tract of land conveyed to Trinity River Real Estate, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208306507 of the Deed Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

COMMENCING at an “X” cut found for the southwest corner of said 7.993 acre tract, same being the southwest corner of Tract 2-K-B of said Thomas Perkins Survey, same being on the east right-of-way line of Perkins Road (a called 70’ wide right-of-way);

THENCE North 00°17’46” East, along the west line of said 7.993 acre tract, the west line of said Tracts 2-K-B and 2-K-A and along the east right-of-way line of said Perkins Road, a distance of 221.09 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING of the herein described tract;

THENCE North 00°17’46” East, continuing along the west line of said 7.993 acre tract, west line of said Tract 2-K-A and said right-of-way line, a distance of 69.19 feet to 5/8 inch found iron rod with a yellow cap stamped “Dunaway Assoc, L.P.” for the northwest corner of said Tract 2-K-A;

THENCE South 89°28’46” West, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road, a distance of 1.19 feet to a P.K. Nail found in a fence post for a corner;

THENCE North 01°57’26” West, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road, a distance of 24.36 feet, to a 5/8 inch found iron rod with a yellow cap stamped “Dunaway Assoc, L.P.” for the beginning of a non-tangent curve to the right having a radius of 300.00 feet and a chord bearing North 14°23’20” East, a distance of 136.73 feet;

THENCE in a northerly direction, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road and with said non-tangent curve to the right, through a central angle of 26°20’38”, an arc distance of 137.94 feet, to an “X” cut found in concrete for the end of said curve, from which a found “X” in concrete bears South 28°51’31” West, a distance of 1.34 feet;

THENCE North 31°20’52” East, continuing along the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road, a distance of 148.58 feet to a 5/8 inch iron rod set with cap stamped “KHA” for a corner;

THENCE North 89°13’54” East, departing the west line of said 7.993 acre tract and the east right-of-way line of said Perkins Road a distance of 308.00 feet to a 100 D nail found for a

northeast corner of said 7.993 acre tract, same being the common east corner of aforesaid Lot 13 and said Lot 3, said iron rod being in the west line of Block 1, Water Crest Addition, an addition to the City of Arlington, Texas, recorded in Cabinet A, Slide 932 P.R.T.C.T.;

THENCE South 00°44’41” East, along the east line of said 7.993 acre tract, the east line of said Lot 13 and the west line of Block 1 of said Water Crest Addition, passing at a distance of 131.44 feet, to a 5/8 inch found iron rod for the southeast corner of said Lot 13, a southwest corner of said Block1 and the northwest corner of that certain tract of land described in the General Warranty Deed to Stewart D. Greenlee and wife Deborah L. Greenlee, recorded in Volume 11154, Page 1344, D.R.T.C.T.;

THENCE South 00°45’56” East, continuing along the east line of said 7.993 acre tract and the west line of said Greenlee tract for part of the way and continuing along the extension of the said common line, for a total distance of 219.91 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 89°13’53” West, a distance of 422.26 feet to the POINT OF BEGINNING and containing 3.153 acres (138,988 square feet) of land, more or less.

SITE 105

BEING a tract of land situated in the Telitha Akers Survey, Abstract No. 20, Tarrant County, Texas, said tract being part of a 12.797 acre tract of land described in deed to Trinity River Real Estate, LLC, as recorded in County Clerk Document No. D208315743, Deed Records, Tarrant County, Texas (D.R.T.C.T.), said tract being more particularly described as follows:

BEGINNING at a 5/8-inch found iron rod with a cap stamped “4804” for the southerly, southeast corner of said Trinity River Real Estate tract and the northerly line of Lot 1, Block 1, Hurst Athletic Complex Addition, recorded in Volume 388-161, Page 67, Plat Records of Tarrant County, Texas;

THENCE North 89° 59’ 52” West, along common line of said Trinity River Real Estate tract and said Hurst Athletic Complex Addition, a distance of 480.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 00° 00’ 08” East, leaving common line of said Trinity River Real Estate tract and said Hurst Athletic Complex Addition, a distance of 105.62 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 45°46’36” East, a distance of 203.74 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE North 89°59’52” West, a distance of 106.81 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the point of curvature of a curve to the right;

THENCE in a westerly direction, along the arc of said curve to the right, through a central angle of 45°46’28”, having a radius of 50.00 feet, a chord bearing of North 67°06’38” West, a chord distance of 38.89 feet and an arc length of 39.95 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the point of tangency of said curve;

THENCE North 44°13’24” West, a distance of 139.67 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner on the southeast right-of-way line of State Highway No. 26, also being the southeast corner of the tract of land described in deed to the State of Texas, as recorded in County Clerk Document No. D207354066, Deed Records, Tarrant County, Texas;

THENCE North 45°46’36” East, along the southeast right-of-way line of said State Highway No. 26, a distance of 30.00 feet to a 5/8-inch set iron rod with cap stamped “KHA” for corner;

THENCE South 44°13’24” East, leaving the southeast right-of-way line of said State Highway No. 26, a distance of 139.67 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the point of curvature of a curve to the left;

THENCE in an easterly direction, along the arc of said curve to the left, through a central angle of 45°46’28”, having a radius of 20.00 feet, a chord bearing of South 67°06’38” East, a chord distance of 15.56 feet and an arc length of 15.98 feet to a 5/8-inch set iron rod with cap stamped “KHA” for the point of tangency of said curve;

THENCE South 89°59’52” East, a distance of 447.07 feet to a 5/8-inch found iron rod with a cap stamped “4804” for the most northerly, northwest corner of aforesaid Lot 1, Block 1, Hurst Athletic Complex Addition;

THENCE South 01° 17’ 39” West, along a west line of said Lot 1, Block 1, a distance of 277.80 feet to the POINT OF BEGINNING and containing 2.931 acres (127,659 square feet) of land, more or less.

SITE 107

BEING a tract of land situated in the J. H. Barlough Survey, Abstract Number 130, located in the City of North Richland Hills, Tarrant County, Texas, and being a portion of a called 6.987 acre tract of land described in Special Warranty Deed to CHK Louisiana, L.L.C. recorded in County Clerk’s Instrument No. D208327664 of the Official Public Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows:

BEGINNING at a 5/8-inch iron rod with “RPLS 4224” cap found for the northeast corner of said 6.987 acre tract, same also being in the west line of a tract of land described in deed to Carl J. Peterson recorded in Volume 4887, Page 684 of the Deed Records of Tarrant County, Texas;

THENCE South 00°59’46” East, along east line of said 6.987 acre tract and the west line of said Carl J. Peterson tract, a distance of 497.54 feet to a 3/4-inch bent iron rod found for the southeast corner of said 6.987 acre tract, same being the northeast corner of a tract of land described in a deed to R. J. Hall, recorded in County Clerk’s Instrument No. D197222096, Official Public Records of Tarrant County, Texas;

THENCE South 89°24’28” West, along the south line of said 6.987 acre tract and the north line of said R. J. Hall tract, a distance of 229.90 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

THENCE North 00°21’05” West, departing the south line of said 6.987 acre tract and the north line of said R. J. Hall tract, a distance of 61.53 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

THENCE North 39°04’44” West, a distance of 187.69 feet to a 5/8-inch iron rod with “KHA” cap set for a corner;

THENCE North 00°59’46” West, a distance of 291.30 feet to a 5/8-inch iron rod with “KHA” cap set in the north line of said 6.987 acre tract;

THENCE North 89°46’24” East, along the north line of said 6.987 acre tract, a distance of 345.00 feet to the POINT OF BEGINNING and containing 3.591 acres (156,410 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 109

BEING a tract of land situated in the J. HOWARD SURVEY, Abstract No. 816, and the T.K. HAMBY SURVEY, Abstract No. 815, Fort Worth, Tarrant County, Texas, and being part of a called 24.5448 acre tract of land conveyed to CHK Louisiana, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s File No. D208341973, of the Official Public Records of Tarrant County, Texas (O.P.R.T.C.T.), and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch iron rod found for the most southerly, southeast corner of said 24.5448 acre tract, same being the southwest corner of a called 0.066 acre tract of land conveyed to Abaco Properties, Inc. by deed filed September 11, 2002, recorded in Volume 15964 at Page 71, and refiled December 30, 2002 and re-recorded in Volume 16249 at Page 93 O.P.R.T.C.T., said iron rod also being on the north Right-of-Way line of Interstate Highway No. 30; (variable width right of way);

THENCE North 82°45’24” West, along the south line of said 24.5448 acre tract and the north right-of-way line of said Interstate Highway No. 30, a distance of 345.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE North 02°00’15” East, departing the south line of said 24.5448 acre tract and the north right-of-way line of said Interstate Highway No. 30, a distance of 379.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner;

THENCE South 89°26’19” East, a distance of 377.00 feet to a 5/8-inch iron rod with “KHA” cap set for corner in the east line of said 24.5448 acre tract and the west line of Lot 1 in Block 2 of the Pantego Bible Church Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Cabinet “A”, Slide 1633 of the Plat Records of Tarrant County, Texas;

THENCE South 00° 25’ 59” West, along the east line of said 24.5448 acre tract and the west line of said Lot 1 in Block 2, a distance of 160.09 feet to a 1/2-inch iron rod found for corner;

THENCE South 00° 09’ 06” East, continuing along the east line of said 24.5448 acre tract and the west line of said Lot 1 in Block 2, a distance of 203.91 feet to a 1/2-inch iron rod found for the most easterly, southeast corner of said 24.5448 acre tract, same being the northeast corner of a aforesaid 0.066 acre tract;

THENCE North 82° 45’ 24” West along the south line of said 24.5448 acre tract and the north line of said 0.066 acre tract for a distance of 47.86 feet to a 1/2-inch iron rod found for the northwest corner of said 0.066 acre tract;

THENCE South 00° 09’ 06” East along an east line of said 24.5448 acre tract and the west line of said 0.066 acre tract for a distance of 60.61 feet to the POINT OF BEGINNING and containing 3.468 acres (151,076 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 113

BEING a tract of land situated in the Temple O. Harris Survey, Abstract Number 645, in the City of Arlington, Tarrant County, Texas, and being a portion of a called Tract I (26.822 acres) tract of land conveyed to CHK Louisiana, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208383547, Deed Records, Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 5/8-inch iron rod found for the southwest corner of said Tract I, same being the northwest corner of Lot 1, Block 1, DeRiso Development Addition, an Addition to the City of Arlington, Texas, as recorded in Cabinet A, Slide 12256, Plat Records, Tarrant County, Texas (P.R.T.C.T.), said iron rod also being on the east right of way line of F. M. 157 (Cooper Street), a variable width right of way;

THENCE North 89°40’35” East, departing the east right of way line of said Cooper Street, along the south line of said Tract I and the north line of said Lot 1, Block 1, a distance of 492.16 feet to a 1/2-inch iron rod found for the northeast corner of said Lot 1, Block 1 and the northwest corner of a tract of land conveyed to Louis Land Company as evidenced in a Deed recorded in County Clerk’s Instrument No. D206026212, D.R.T.C.T., same being the POINT OF BEGINNING of the herein described tract;

THENCE North 00°06’01” West, departing the northeast corner of said Lot 1, Block 1, the northwest corner of said Louis Land tract and the south line of said Tract I, crossing said Tract I, a distance of 333.37 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the north line of said Tract 1, same being on the south line of a tract of land conveyed to Oncor Electric Delivery (formerly Texas Electric Delivery Co.), as evidenced in a Deed recorded in Volume 3893, Page 532, D.R.T.C.T.;

THENCE South 89°58’42” East, along the north line of said Tract I and the south line of said Oncor Electric Delivery tract, a distance of 406.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 00°06’01” East, departing the north line of said Tract I and the south line of said Oncor Electric Delivery tract, a distance of 330.92 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the south line of said Tract I, same being on the north line of aforesaid Louis Land tract,

THENCE South 89°40’35” West, along the south line of said Tract I and the north line of said Louis Land tract, a distance of 406.00 feet to the POINT OF BEGINNING and containing 3.096 acres (134,849 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 114

BEING a tract of land situated in the Temple O. Harris Survey, Abstract Number 645, Tarrant County, Texas, and being a portion of a called Tract I (26.822 acres) tract of land conveyed to CHK Louisiana, L.L.C., as evidenced in a Special Warranty Deed recorded in County Clerk’s Instrument No. D208383547, Deed Records, Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by metes and bounds as follows:

COMMENCING at a 1-inch iron pipe found for the southeast corner of said Tract I, same being the northeast corner of GPKL Commercial Addition, an Addition to the City of Arlington, Texas, as recorded in Cabinet A, Slide 9670, Plat Records, Tarrant County, Texas (P.R.T.C.T.);

THENCE South 89°40’35” West, along the south line of said Tract I, the north line of said GPKL Commercial Addition, distance of 796.11 feet to a 5/8-inch “KHA” capped iron rod set for the POINT OF BEGINNING of the herein described tract;

THENCE South 89°40’35” West, continuing along the south line of said Tract I and the north line of a said GPKL Commercial Addition and along the north line of a tract of land conveyed to Stegmeier, LLC, as evidenced in a Deed recorded in County Clerk’s Instrument No. D207236738, D.R.T.C.T tract, a distance of 781.00 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 03°52’26” East, departing the south line of said Tract I and the north line of a said Stegmeier, LLC tract and generally along a wooden fence, a distance of 274.12 feet to a fence corner post;

THENCE North 89°23’48” East, continuing along the wooden fence part of the way, a distance of 760.94 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE South 00°19’25” East, a distance of 277.10 feet to the POINT OF BEGINNING and containing 4.871 acres (212,185 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 115

BEING a tract of land situated in the John Nugent Survey, Abstract Number 1173, in the City of White Settlement, Tarrant County, Texas, and being a portion of Lot 3A, Block 4 of LOT 3A AND 3B, BLOCK 4 OF WESTGATE ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Cabinet A, Slide 9047 of the Plat Records of Tarrant County, Texas, (P.R.T.C.T.), same being a portion of a called 4.828 acre tract of land described in deed to CHK Louisiana, LLC, recorded under Instrument Number D208397036 of the Official Public Records of Tarrant County, Texas, (O.P.R.T.C.T.), and being a portion of Lot 3B, Block 4 of said LOT 3A AND 3B, BLOCK 4 OF WESTGATE ADDITION, same being a portion of a called 18.127 acre tract of land described in deed to CHK Louisiana, LLC, recorded under Instrument Number D208397034, O.P.R.T.C.T., and being more particularly described as follows:

BEGINNING at a 5/8 inch iron rod found in the southerly line of Lot 1, Block 1 of SAM’S WHOLESALE CLUB ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-205, Page 89, P.R.T.C.T., and for the northerly-most northwestern corner of said Lot 3B, Block 4, same being the northeasterly corner of Lot 4R of LOTS 4R AND 5-A-1, BLOCK 4, WESTGATE ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Cabinet B, Slide 487, P.R.T.C.T.;

THENCE with the common line of said Lot 1, Block 1 and Lot 3B, Block 4, the following courses and distances to wit:

—North 89°49’30” East, a distance of 165.60 feet to a 5/8-inch iron rod with cap found for corner;

—South 00°10’30” East, a distance of 10.06 feet to a 5/8-inch iron rod found for corner;

—North 89°49’30” East, a distance of 338.00 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set for corner;

THENCE leaving the common line of said Lot 1, Block 1 and Lot 3B, Block 4, and across said Lots 3A and 3B, Block 4, the following courses and distance to wit:

—South 00°10’30” East, a distance of 439.68 feet to a point for corner in said Lot 3A, Block 4, same point lying within an existing masonry building;

—South 88°37’12” West, a distance of 505.67 feet to a 5/8-inch iron rod with cap stamped “KHA” to be set in the common line of said Lot 3B, Block 4 and LOT 1, BLOCK 4, WESTGATE ADDITION, an addition to the City of White Settlement, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-153, Page 5, P.R.T.C.T.;

THENCE North 00°04’03” East, leaving the common line of said Lot 3B, Block 4 and Lot 1, Block 4, and across said Lot 3B, Block 4, continuing with the common line of said Lot 3B, Block 4 and Lot 4R, Block 4, a distance of 460.38 feet to the POINT OF BEGINNING and containing 5.193 acres (226,208 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 117

BEING a tract of land situated in the William Bussell Survey, Abstract No. 151, City of Fort Worth, Tarrant County, Texas, and being all of Blocks 2 and 3 of the Evans-Pearson-Westwood Addition, as shown on plat thereof recorded in Volume 310, Page 18, of the Plat Records of Tarrant County, Texas, and adjacent and included areas marked as “Reserved” on said Plat vacated by City of Fort Worth Ordinance No. 2870 recorded in Volume 2479, Page 150, of the Deed Records of Tarrant County, Texas, same also being all of a 2.4652 acre portion of a called Tract 19 (JM Land Partners Tract - B), conveyed to Chesapeake Exploration, LLC, as evidenced in a Special Warranty Deed recorded in Instrument No. D209046006 of the Deed Records of Tarrant County, Texas, and all being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod found for the southeast corner of said Block 3, at the point of intersection of the west line of Harrold Avenue (a 50-foot wide right-of-way) with the north line of Dakota Street (a 55-foot wide right-of-way);

THENCE North 89°43’15” West, with the south line of said Block 3 and the north line of said Dakota Street, at 300.00 feet (plat distance) passing the southwest corner of said Block 3 in the southeasterly line of a “Reserved” strip, and continuing across said “Reserved” strip, in all a distance of 315.91 feet to a PK nail set for point on the southeasterly line of the Fort Worth and Western Railroad Company right-of-way (a 125-foot wide right-of-way; 50 feet from centerline) (formerly St. Louis-San Francisco and Texas Railway);

THENCE North 22°10’00” East, with the common line between said Railroad right-of-way and said “Reserved” strip, a distance of 538.55 feet to a 1/2-inch iron rod found at the point of intersection of said common line with the north line, extended, of said Block 2 and the south line of another “Reserved” strip;

THENCE South 89°49’00” East, passing the northwest corner of said Block 2, continuing with north line of said Block 2 and south line of said “Reserved” strip, in all a distance of 113.83 feet to a 3/4-inch iron rod found for the northeast corner of said Block 2 at the point of intersection of said north line of Block 2 and south line of “Reserved” strip with west line of said Harrold Avenue;

THENCE South 00°07’40” West, with the west line of said Harrold Avenue and with the east lines of said Blocks 2 and 3 and an included “Reserved” strip, in all a distance of 499.92 feet to the POINT OF BEGINNING and containing 2.465 acres (107,389 square feet) of land, more or less.

SITE 118

BEING a tract of land situated in the H.G. Catlett Survey, Abstract Number 183, City of Burleson, Johnson County, Texas, and being a portion of a called Tract 1 and Tract 2 as described in Special Warranty Deed to Chesapeake Land Company, LLC, as recorded in Volume 4171, Page 208, and a portion of a called 1.301 acre tract of land as described in a Deed to Chesapeake Land Development Company as executed on November 20, 2009 and recorded under Clerk’s No. 35503, all of the Deed Records of Johnson County, Texas (D.R.J.C.T.), and being more particularly described as follows:

BEGINNING at a 5/8-inch iron rod with cap stamped “KHA” set for the most easterly, northeast corner of a called 1.056 acre tract of land described in a Special Warranty Deed to DTMC, Ltd, as executed on November 19, 2009 and recorded under Clerk’s No. 35505, D.R.J.C.T.;

THENCE South 45°09’35” West, along a northwesterly line of said 1.056 acre tract, a distance of 259.50 feet to a 5/8-inch iron rod with cap stamped “KHA” set for an inner ell corner of said 1.056 acre tract;

THENCE North 44°50’25” West, along a northeast line of said 1.056 acre tract, a distance of 240.00 feet to a 5/8-inch iron rod with cap stamped “KHA” set for a corner;

THENCE North 45°09’35” East, departing the northeast line of said 1.056 acre tract and crossing aforesaid Tract 1, passing at a distance of 249.83 feet, a 5/8-inch iron rod with cap stamped “KHA” set for a reference corner, and continuing for a total distance of 280.26 feet to a corner on the curving easterly line of a called 2.363 acre tract of land described in a Dedication Deed to the City of Cleburne, Texas for the realignment of Hemphill Road, as executed on November 11, 2009 and recorded under Clerk’s No. 35504, D.R.J.C.T., said curve being a non-tangent curve to the right;

THENCE in a northeasterly direction, along the easterly line of said 2.363 acre tract, and along the arc of said curve to the right, through a central angle of 04°14’57”, having a radius of 475.00 feet, a chord bearing of North 73°01’30” East, a chord distance of 35.22 feet and an arc length of 35.23 feet to a 5/8-inch iron rod with cap stamped “KHA” set for the point of tangency of said curve;

THENCE North 75°08’59” East, continuing along the easterly line of said 2.363 acre tract, a distance of 75.75 feet to a corner, from which, a set 5/8-inch iron rod with cap stamped “KHA”, bears South 33°08’28” East, 10.06 feet;

THENCE South 44°50’25” East, departing the easterly line of said 2.363 acre tract, a distance of 185.68 feet to a corner;

THENCE South 45°09’35” West, passing at a distance of 2.44 feet, a 5/8-inch iron rod with cap stamped “KHA” set for a reference corner, continuing for a total distance of 117.50 feet to the POINT OF BEGINNING and containing 2.018 acres (87,910 square feet) of land, more or less.

SITE 120

BEING a tract of land situated in the J. Sanderson Survey, Abstract Number 1430, Tarrant County, Texas, and being all of Block 3 and a portion of Blocks 2, 4, 10 and 15, Interurban Addition, Third Filing, an addition to the City of Fort Worth, Texas, recorded in Volume 106, Page 157, of the Deed Records of Tarrant County, Texas (D.R.T.C.T.), said tract of land also being a portion of a called 15.551 acre tract of land described in the Conveyance to Chesapeake Exploration, L.P., executed February 27, 2007, recorded in County Clerk’s Instrument No. D207078241, said Deed Records, said 15.551 acre tract of land being that same tract of land described in the Special Warranty Deed to Dale Resources, LLC, executed May 9, 2006, recorded in County Clerk’s Instrument No. D206157942, said Deed Records, and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for the northeast corner of said 15.551 acre tract, same being on the south line of a tract of land conveyed to Martin S. Moore as evidenced in a Deed recorded in Volume 7460, Page 2272, D.R.T.C.T., said iron rod also being on the westerly bank of Sycamore Creek;

THENCE in a southerly direction, along the easterly line of said 15.551 acre tract and the westerly bank of said Sycamore Creek, the following:

South 23°00’15” East, a distance of 9.73 feet to a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for a corner;

South 13°56’54” West, a distance of 68.99 feet to a corner;

South 03°15’33” West, a distance of 71.98 feet to a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for a corner;

South 07°22’11” East, a distance of 165.58 feet to a 1/2-inch “BEASLEY RPLS 4050” capped iron rod found for a corner;

South 21°01’40” East, a distance of 92.67 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 84°33’31” West, departing the easterly line of said 15.551 acre tract and the westerly bank of said Sycamore Creek, a distance of 600.08 feet to a 5/8-inch “KHA” capped iron rod set for a corner;

THENCE North 08°31’37” West, a distance of 323.84 feet to a 5/8-inch “KHA” capped iron rod set for a corner on the northerly line of said 15.551 acre tract, same being on the southerly right of way line of Interstate Highway No. 30 (a variable width right of way);

THENCE in an easterly direction, along the northerly line of said 15.551 acre tract and the southerly right of way line of said Interstate Highway No. 30, the following:

North 81°28’23” East, a distance of 57.80 feet to a 5/8-inch “DUNAWAY ASSOC. LP.” capped iron rod found for a corner;

North 81°25’54” East, a distance of 51.53 feet to a 5/8-inch “DUNAWAY ASSOC. LP.” capped iron rod found for a corner;

North 80°56’23” East, a distance of 209.36 feet to a 5/8-inch “DUNAWAY ASSOC. LP.” capped iron rod found for the most northerly, northeast corner of said 15.551 acre tract, same being the west corner of aforesaid Martin S. Moore tract;

THENCE South 84°33’37” East, continuing along the northerly line of said 15.551 acre tract and along the south line of said Martin S. Moore tract, a distance of 294.28 feet to the POINT OF BEGINNING and containing 5.033 acres (219,231 square feet) of land, more or less.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

SITE 121

BEING a tract of land out of the S.K. Smith Survey, Abstract No. 1417, City of Fort Worth, Tarrant County, Texas, being part of a called 12.347 acre tract of land described in Special Warranty Deed to Dale Resources, L.L.C., recorded in Instrument No. D206144561, Plat Records of Tarrant County, Texas, said tract also being a portion of Lot 1, Block 1, Spring Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 388-168, Page 96, Plat Records of Tarrant County, Texas and being more particularly described as follows:

BEGINNING at a 1/2” iron rod found at the intersection of the southwest right-of-way line of North South Freeway (a variable width public right-of-way, I.H. 35) and the southeast right-of-way line of the Texas and Pacific Railroad (a 150-foot wide private right-of-way); said point being the northernmost corner of said Lot 1;

THENCE with said southwest right-of-way line, South 06°24’02” East, at a distance of 386.23 feet, passing an angle point in said southwest right-of-way, continuing and departing said southwest right-of-way line, in all a total distance of 434.00 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE South 29°29’09” West, a distance of 339.71 feet to a 5/8” iron rod with “KHA” cap set for corner;

THENCE North 58°04’22” West, a distance of 285.00 feet to a 5/8” iron rod with “KHA” cap set for corner in said southeast right-of-way line of the Texas and Pacific Railroad;

THENCE with said southeast right-of-way line, North 32°02’38” East, a distance of 679.86 feet to the POINT OF BEGINNING and containing 3.216 acres or 140,093 square feet of land.

Easement estate related to such Site created pursuant to that certain Access Easement Agreement recorded as Document No. _____________ in the Real Property Records of Tarrant County, Texas.

EXHIBIT “C”

Schedule of Per Site Base Rental Adjustments

          Landlord and Tenant agree and acknowledge that the Base Rental amounts set forth in (or determined pursuant to) Section 2 of this Lease are based upon the assumption that 113 Sites are included as part of the Leased Premises. Notwithstanding anything to the contrary, in the event that the number of Sites included within the Leased Premises is more or less than 113 at any time, then the amount of Base Rental due pursuant to this Lease shall automatically be deemed to increase or decrease from the amounts set forth in (or determined pursuant to) Section 2 of this Lease, as applicable, so that the actual total Base Rental due pursuant to this Lease is equal to the number of Sites actually included within the Leased Premises as of the applicable date, multiplied by the per-Site amounts set forth below:

Per Site Base Rental Amounts

	Annual		Monthly
Lease Years     1 -5	$	136,800.00	$	11,400.00
Lease Years     6 - 10	$	150,480.00	$	12,540.00
Lease Years     11 - 15	$	165,528.00	$	13,794.00
Lease Years     16 - 20	$	182,080.80	$	15,173.40
Lease Years     21 - 25	$	200,288.88	$	16,690.74
Lease Years     26 - 30	$	220,317.72	$	18,359.81
Lease Years     31 - 40	$	242,349.48	$	20,195.79

Lease Years 41 and later (if applicable) A pro-rata amount equal to (i) the total Base Rental amount that would otherwise have been payable by Tenant pursuant to this Lease for the applicable period, divided by (ii) the number of Sites included within the Leased Premises at the time in which such Base Rental was calculated or agreed upon.

EXHIBIT “D”

Form of Surface Waiver

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

WAIVER OF SURFACE RIGHTS

THE STATE OF TEXAS	§
	§	KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF TARRANT	§

          This Waiver of Surface Rights (“Waiver”) is executed by Chesapeake Exploration, L.L.C., an Oklahoma limited liability company (“CELLC”), and Chesapeake Royalty, L.L.C., an Oklahoma limited liability company (“CRLLC”) to be effective as of the ____ day of ___________, 200__ (the “Effective Date”) and for the benefit of Chesapeake Land Development Company, L.L.C. (“CLDCLLC”).

          1. Definitions. The “Property” means the surface estate of those certain [115] tracts of real property in Tarrant, Johnson, Dallas and Ellis Counties, Texas as more particularly described on Exhibit “A” attached hereto and incorporated herein by reference (each such tract being referred to herein as a “Site” and all Sites being collectively referred to herein as the “Sites”).

          2. Mineral Leases. As of the Effective Date, CELLC is currently the lessee under various Oil, Gas and Mineral Leases (the “Mineral Leases”) covering some or all of the Sites and other lands located near some or all of the Sites. CELLC’s interest as lessee under the Mineral Leases is referred to herein as the “CELLC Leasehold Interest”.

          3. Mineral Interest. All right, title and interest, if any, owned by CELLC as of the Effective Date in and to the oil, gas and other minerals that are in and under the Sites (excluding the CELLC Leasehold Interest) is referred to herein as the “CELLC Mineral Interest”. All right, title and interest, if any, owned by CRLLC as of the Effective Date in and to the oil, gas and other minerals that are in and under the Sites is referred to herein as the “CRLLC Mineral Interest”.

          4. CELLC Waiver. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged and for the exclusive benefit of the owner of the surface of the Sites (the current owner of the surface of the Sites being CLDCLLC) and any future owner of the surface of the Sites, CELLC, with respect to its CELLC Leasehold Interest and its CELLC Mineral Interest, if any, hereby waives the right of ingress and egress over the surface of any of the Sites for any purpose, including for mining, drilling, exploring, or developing the CELLC Leasehold Interest and/or the CELLC Mineral Interest or any other interest in oil, gas and other minerals in

and under other tracts of land; provided, however, notwithstanding anything to the contrary, nothing contained in this Waiver shall be construed as waiving, releasing or relinquishing in any way not otherwise specified herein, or in favor of any party other than CLDCLLC and any future owner of the surface of the Sites: (i) any of the CELLC Leasehold Interest and/or the CELLC Mineral Interest or (ii) CELLC’s rights to use, explore for, develop and produce the CELLC Leasehold Interest and/or the CELLC Mineral Interest or lands pooled or unitized therewith, by wells drilled and other operations conducted at surface locations not on the Property. In addition, this Waiver in no way amends any of the Mineral Leases and shall not serve in any way as a release of any rights granted to CELLC under the Mineral Leases.

          5. CRLLC Waiver. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged and for the exclusive benefit of the owner of the surface of the Sites (the current owner of the surface of the Sites being CLDCLLC) and any future owner of the surface of the Sites, CRLLC, with respect to its CRLLC Mineral Interest, if any, hereby waives the right of ingress and egress over the surface of any of the Property for the purpose of mining, drilling, exploring, or developing the CRLLC Mineral Interest; provided, however, notwithstanding anything to the contrary, nothing contained in this Waiver shall be construed as waiving, releasing or relinquishing in any way not otherwise specified herein, or in favor of any party other than CLDCLLC and any future owner of the surface of the Sites: (i) any of the CRLLC Mineral Interest or (ii) CRLLC’s rights to use, explore for, develop and produce the CRLLC Mineral Interest or lands pooled or unitized therewith, by wells drilled and other operations conducted at surface locations not on the Property.

          6. Surface Use Lease. It is contemplated that, on or after the Effective Date, CLDCLLC will convey the surface of the Property to Apple Nine Ventures Ownership, Inc., a Virginia corporation (“Apple”), and that Chesapeake Operating, Inc., an Oklahoma corporation (“COI”) will then lease the surface of the Property back from Apple pursuant to a Ground Lease Agreement (the “Ground Lease”). This Waiver is a material inducement for Apple to lease the Sites to COI, and Apple has relied on the truth and accuracy of the representations by CELLC and CRLLC contained herein for purposes of executing the Ground Lease. Notwithstanding anything to the contrary, nothing in this Waiver shall be construed as waiving, releasing, relinquishing, restricting or in any other way affecting the rights of COI or any of its affiliates, successors and assigns, to use the Property, including, without limitation, the surface thereof, pursuant to the terms and conditions set forth in the Ground Lease or any other written agreement between COI or any of its affiliates and the owner of the surface of any of the Sites.

          7. Other Matters. This Waiver is subject to all matters of record.

          8. Amendment and Release. This Waiver is executed for the exclusive benefit of the owner(s) of the surface of the Property. This Waiver may only be released as to any Site(s) by a written instrument executed by the owner(s) of the surface of such Site(s) as of the date of such release. This Waiver may only be amended as to any Site(s) by a written instrument executed by both (i) CELLC and CRLLC, and (ii) the owner(s) of the surface of such Site(s) as of the date of such amendment.

          9. Successors and Assigns. The provisions of this Waiver of Surface Rights are without warranty express or implied but shall be binding upon, and inure to the benefit of, CELLC, CRLLC and their respective successors and assigns.

          Executed to be effective as of the Effective Date.

CELLC:

Chesapeake Exploration, L.L.C.,

an Oklahoma limited liability company

By:

Name:

Title:

CRLLC:

Chesapeake Royalty, L.L.C.,

an Oklahoma limited liability company

By:

Name:

Title:

CLDCLLC:

Chesapeake Land Development Company, L.L.C.,

an Oklahoma limited liability company

By:

Name:

Title:

STATE OF _______________________________	§
	§
COUNTY OF _____________________________	§

          This instrument was acknowledged before me on the ___ day of ____________, 2009, by _____________________, as _________________ of Chesapeake Exploration, L.L.C., an Oklahoma limited liability company, on behalf of said limited liability company.

__________________________________________

Notary Public, State of _______________________

Printed Name: ______________________________

My commission expires: ______________________

STATE OF _______________________________	§
	§
COUNTY OF _____________________________	§

          This instrument was acknowledged before me on the ___ day of ____________, 2009, by _____________________, as _________________ of Chesapeake Royalty, L.L.C., an Oklahoma limited liability company, on behalf of said limited liability company.

__________________________________________

Notary Public, State of _______________________

Printed Name: ______________________________

My commission expires: ______________________

STATE OF _______________________________	§
	§
COUNTY OF _____________________________	§

          This instrument was acknowledged before me on the ___ day of ____________, 2009, by _____________________, as _________________ of Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company, on behalf of said limited liability company.

__________________________________________

Notary Public, State of _______________________

Printed Name: ______________________________

My commission expires: ______________________

After recording, please return to:
Chad Key
Kelly Hart & Hallman LLP
201 Main Street, Suite 2500
Fort Worth, Texas 76102

Exhibit “A” to Waiver of Surface Rights

Property Description

[to be attached]

EX-10.84

Exhibit 10.84

Indianapolis, IN (SpringHill Suites)

PURCHASE CONTRACT

between

FISHSPRING, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

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8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	21
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	26
12.1	Adjustments	26
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	29
14.1	Buyer Default	29
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	31
16.5	Captions	31

ii

16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	33
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

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PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between FISHSPRING, LLC, an Indiana limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the SpringHill Suites Fishers located at 9698 Hague Road, Indianapolis, IN 46256 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

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          “Brand” shall mean SpringHill Suites by Marriott, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

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          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Marriott International, Inc. or its affiliate.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

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          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

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          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools,

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indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of TWELVE MILLION EIGHT HUNDRED THOUSAND and No/100 Dollars ($12,800,000.00) (the “Purchase Price”).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

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                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

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                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of

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the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a

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title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any

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violation of, or default under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

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                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title

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Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the

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income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time

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shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be

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made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close,

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and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

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If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

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          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

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          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
FISHSPRING, LLC, an Indiana limited liability company
By:	WHITE LODGING SERVICES CORPORATION, an Indiana corporation, its Manager
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell Chief Operating Officer

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:      Justin G. Knight

Title:         President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

All that piece or parcel of land situate, lying and being a part of the Southeast Quarter of Section 11, Township 17 North, Range 4 East of the Second Principal Meridian, Delaware Township, Hamilton County, Indiana, described as follows: to wit,
TO FIND the point of beginning, commence at the southeast corner of the Southeast Quarter of said Section 11; then go, South 89°45’26” West (bearings based on deed bearings in Instrument No. 89-09191), along the southerly line of said Southeast Quarter of said Section, a distance of 980.75 feet to the easterly right of way line of the former Norfolk and Western Railway Company (now Norfolk Southern Railway Company); then go, North 27°25’44” East, along said easterly right of way line, a distance of 18.63 feet; then go, continuing North 27°25’44” East, along said easterly right of way line, a distance of 887.19 feet to the TRUE POINT OF BEGINNING; said point being marked by a 5/8 inch diameter rebar with yellow cap stamped “Schneider Firm #0001”; thence, continuing North 27°25’44” East, along said easterly right of way line, a distance of 282.24 feet to a rebar with a cap stamped “MSE”; thence, North 89°46’38” East, a distance of 391.17 feet to the west right of way line of Hague Road; thence, South 00°07’30” East, parallel with the easterly line of the Southeast Quarter of said Section 11 and along said westerly right of way line, a distance of 250.00 feet to a 5/8 inch diameter rebar with yellow cap stamped “Schneider Firm #0001”; thence, South 89°46’38” West, parallel with the north line of this parcel, a distance of 521.73 feet to the point of beginning.

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EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment Report, Dated September 7, 2005, Prepared by Schneider for REI Investments, Inc.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

-3-

applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

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affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

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(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation
	1000 E. 80th St.
	Suite 700 North
	Merrillville, Indiana 46410
	Attention: Ann Bowman
	Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn:
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby Moore
	Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

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          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By: 

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Description

ADA Kit

Artwork

Bed Frames

Bellman Cart & Tires

Benches

Cabinets

Carpet

Chairs/Sofa Sleeper

Changing Station/Hand Vacs

Check Reader

Coin Kit

Computer

Computer Equipment

Computer Software

Depository Safe

Desk

Desk/File Cabinets

Drapery

Dresser

Dumbbell Rack

Dumbbells

Dumpster

Easel

Elliptical Equipment

Emergency Light Fixture

File Cabinet

Firebox

Floor Mats

Food Service Equip

Glass Shower Doors

GR Furniture

Guest Deposit Boxes

Hair Dryers

Handicap Sling Lift

Hardware Installation

Headboard

Housekeeping Carts

Hutch

Ice Bucket/Carts/Projectors

Ice Machine

Induction Range

Keyboard/Mouse

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Lamps

Laptop/Docking Station

LCD Monitors

Lectern

Lennox Exhaust Hood

Light Fixtures

Lighting

Linen Chute

Lock & Key Box

Lockers

Logo Mat

Lounge Chair

Luggage Rack

Mattress/Box Spring

Microwave/Refrigerator

Microwaves

Mirrors

Mobile Sleepers

Monitor w/Stand/Printer

Monitors/Brackets

Motor & humidity sensor

Oatmeal Cooker/Banner Stand

P1802 Light Controller, Rev 1M

Padding

Painting

PBX/Phones/CAS

Pedestal

Pool Heater Labor

Pool Lights

Printer

Printer/Cable

Projector

Portable crib & Mats

Radios

Refrigerators

Scarf/ Dust Ruffle

Shades

Shelf Cart

Shelving

Shower Curtains

SHS-Flex Faces Exist Pylon
Cab

Signage

Sound System

Stand

Steel Shelving & Installation

Tables

Tables/Chairs/Benches

Timeclock

Toilet Accessories

TVs

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Vacuums/Brush Kits

Vaporjet Machine

Wall Mounts

Wallcovering

Wallguards

Washer

Washer/Dryer

Wastebasket / Lid

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

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EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

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excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

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notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation
	701 East 83rd Avenue
	Merrillville, Indiana 46410
	Attn: Lawrence E. Burnell
	Chief Operating Officer
	Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman
	1000 East 80th Place, Suite 700 North
	Merrillville, Indiana 46410
	Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Justin Knight
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

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          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

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          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

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EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts¹

Marriott International, Inc. (with respect to rights under the Existing Franchise Agreement)

Guest-Tek Interactive Entertainment, LTD. (relating to the 5/7/2007 agreement shown on Exhibit H)

On Command Video Corporation (relating to the 5/11/2010 agreement shown on Exhibit H)

Crown Enterprises, LLP (relating to the 9/28/09 signage agreement shown on Exhibit H)

B. Governmental Approvals and Consents

Indiana Alcohol and Tobacco Commission (Beer, Wine, and Liquor Retailer Permit)

¹ A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel. Other agreements are specifically applicable to the Hotel (together with the Master Agreements, ”Manager Agreements”). Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	10/26/2006	White Lodging Services Corporation and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	1/1/2008	White Lodging and Schindler Elevator Corporation
2010 Landscape Management Proposal	10/9/2009	Spring Hill Suites and Brickman Group, LTD
On Command Service Agreement For Service At SpringHill Suites Indianapolis Fishers	5/11/2010	Fishspring, LLC and On Command Video Corporation
Signage Agreement	9/28/2009	Fishspring, LLC and Crown Enterprises, LLP
Guest-Tek IP Systems and Services Purchase Agreement	5/7/2007	Fishspring, LLC and Guest-Tek Interactive Entertainment, LTD.

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EXHIBIT I

CLAIMS OR LITIGATION PENDING

None

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By:

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

4. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

5. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

6. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

7. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

8. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

9. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

10. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

11. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-10.85

Exhibit 10.85

Mishawaka, IN (Residence Inn)

PURCHASE CONTRACT

between

MISHARES, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

i

8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	21
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	26
12.1	Adjustments	26
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	29
14.1	Buyer Default	29
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	31
16.5	Captions	31

ii

16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	33
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

iii

PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between MISHARES, LLC, an Indiana limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the Residence Inn Mishawaka located at 231 Park Place, Mishawaka, IN 46545 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

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          “Brand” shall mean Residence Inn by Marriott, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

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          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Marriott International, Inc. or its affiliate.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

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          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

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          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools,

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indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of THIRTEEN MILLION SEVEN HUNDRED THOUSAND and No/100 Dollars ($13,700,000.00) (the “Purchase Price”).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

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                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned) , the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

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                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of

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the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a

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title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any

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violation of, or default under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

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                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title

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Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the

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income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time

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shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be

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made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close,

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and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

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If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

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          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

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          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
MISHARES, LLC, an Indiana limited liability company
By:	WHITE LODGING SERVICES CORPORATION, an Indiana corporation, its Manager
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell Chief Operating Officer

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:        Justin G. Knight

Title:        President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

Lot Numbered Two (2) as shown on the recorded Plat of Park Place Minor Subdivision recorded March 2, 2006 as Document Number 0607630 in the Office of the Recorder of St. Joseph County, Indiana.

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EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment, Dated October 2004, Prepared by Heartland Environmental Associates, Inc for Focus Development, Inc.

Reliance Letter, Dated November 30, 2005, Issued by Heartland Environmental Associates, Inc. to White Lodging Services Corporation.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

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applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

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affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

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(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation
	1000 E. 80th St.
	Suite 700 North
	Merrillville, Indiana 46410
	Attention: Ann Bowman
	Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn:
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby Moore
	Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

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          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By:

Name: 

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Description

ADA Kit

Air Conditioners

Alarm Clocks/Hairdryers

Artwork

Ash/Trash Container

AV System

Bed Bases

Benches

Cardio Mats/Scales

Carpet

Carpet Flooring

Carts

Carts/Toasters/Microwaves

Chafing Dish/Warmer

Chairs/Tables

Check Reader

Clip Kit for TVs

Coin Kits

Computer Hardware

Computer Software

Cribs

Desks

Desks/Chairs/File Cab

Desks/Chests

Desktop Computer

Dev Allocation

Dumbbell Set

Dumpsters

DVD Player/Carts

Electronic Locks

Emergency Lights

Exercise Equipment

Exterior Signage

Extinguisher

Fabric for Furniture

Fiber Pads

Fire Extinguisher Cabinet

Floor Cleaner

Freezer/Shelves

Garbage Disposal

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Gas Range

Guest Deposit Box

Guestroom Carpet

Guestroom Pad

Handicap Sling Lift

Headboards

Infant Changing Tables

Interior Signage

Kitchen Hood

Lamps

Laptops

Laundry Chute

Lawn Mower

Lighting

Lock Installation

Logo Mats

Luggage Rack

Mats

Mattresses

Mattresses/Box Springs

MATV

Mirror

Mirrors/Artwork/Tables

Mirrors/Chairs

Mounting Grab Bars

Mouse/Keyboard/Stand

Painting & Wallcovering

Phone systems

Phones/Voicemail

PMS

PMS Software

Printer/USB Cable

Printers/Stands

Projectors

RAC Zoneline Air Conditioners

Radios/Toasters/Coffeemakers

Receptacles/Dolly

Refrigerators

Residential Cooktops

Residential Equipment

Security Installation

Shelves

Shelving/Furniture

Shower Curtains

Shower Curtains/Liner Hooks

Showerheads

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Sleepers/Pillows

Sofas

Speaker/Amplifier

Storm Polisher

Sweepers

Switch/Cables/Printers

Switches

Tables

Tables/Desks

Tables/Desks/Chests

Televisions

Toilet Accessories

Toilet Partition

Tools/Cabinets

Trucks/Tables/Cribs

TV Cabinet Chain Covers

TV Mounts

Vanity Mirrors

Vaporjet Machine

Vending machine

Wall & Corner Guards

Wall Vinyl

Wall covering

Washers/Dryers

Window Treatments

Wire Closet Shelving

Wood Blinds

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

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EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

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excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

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notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation
	701 East 83rd Avenue
	Merrillville, Indiana 46410
	Attn: Lawrence E. Burnell
	Chief Operating Officer
	Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman
	1000 East 80th Place, Suite 700 North
	Merrillville, Indiana 46410
	Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Justin Knight
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

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          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

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          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

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EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts¹

Marriott International, Inc. (with respect to rights under the Existing Franchise Agreement)

Guest-Tek Interactive Entertainment, LTD. (relating to the 8/1/2007 agreement shown on Exhibit H)

On Command Video Corporation (relating to the 11/28/2007 agreement shown on Exhibit H)

B. Governmental Approvals and Consents

Indiana Alcohol and Tobacco Commission (Beer, Wine, and Liquor Retailer Permit)

¹ A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel. Other agreements are specifically applicable to the Hotel (together with the Master Agreements, ”Manager Agreements”). Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	4/12/2007	White Lodging Services Corporation and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	10/8/2008	White Lodging and Kone, Inc.
2010 Contract Addendum	3/30/2010	Residence Inn Mishawaka and CFH Landscape Services
Franchise Service Agreement	11/28/2007	Mishares, LLC and On Command Video Corporation
Guest-Tek IP Systems and Services Purchase Agreement	8/1/2007	Mishares, LLC and Guest-Tek Interactive Entertainment, LTD.

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EXHIBIT I

PENDING CLAIMS OR LITIGATION

General Liability Claim, Filed by Kenyat Sessom on April 30, 2010

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By:

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

2. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

3. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

4. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

5. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

6. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

7. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

8. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

9. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

10. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

11. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-10.86

Exhibit 10.86

Phoenix, AZ (Courtyard)
Phoenix, AZ (Residence Inn)

PURCHASE CONTRACT

between

HAPPY VALLEY RES, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	11
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	17
8.1	Subsequent Developments	17
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

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8.6	Access to Financial Information	19
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	22
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	27
12.1	Adjustments	27
12.2	Reconciliation and Final Payment	28
12.3	Employees	29
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	30
ARTICLE XIV	DEFAULT REMEDIES	30
14.1	Buyer Default	30
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	32
16.3	Entire Agreement	32
16.4	Governing Law	32
16.5	Captions	32

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16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	33
16.11	(Intentionally Omitted)	33
16.12	Further Acts	33
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

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PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between HAPPY VALLEY RES, LLC, an Indiana limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of those certain hotel properties commonly known as the Residence Inn Phoenix North/Happy Valley, located at 2035 Whispering Wind Drive, Phoenix, AZ 85085 (the “Residence Inn Hotel” and the Courtyard Phoenix North/Happy Valley, located at 2029 Whispering Wind Drive, Phoenix, AZ 85085 (the “Courtyard Hotel”, and together with the Residence Inn Hotel, collectively, the “Hotels” and sometimes, individually, a “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotels from Seller, and Seller is desirous of selling the Hotels to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean One Million and No/100 Dollars ($1,000,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway,

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street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

          “Brand” shall mean Courtyard by Marriott, the hotel brand or franchise under which the Courtyard Hotel operates and Residence Inn by Marriott, the hotel brand or franchise under which the Residence Inn Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

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          “Existing Franchise Agreement” shall mean each franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate each Hotel under the applicable Brand.

          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotels.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Marriott International, Inc. or its affiliate.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly

3

affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotels, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of each Hotel under its applicable Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate each Hotel under the respective Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of each Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotels, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to each Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default,

4

penalty or the payment of a fee or charge, that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotels.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotels), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotels) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotels, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotels and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotels, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotels.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred

5

and assigned, inventory (opened or unopened), office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotels), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools, indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which each Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to each Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotels, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of THIRTY MILLION and No/100 Dollars ($30,000,000.00) (the “Purchase Price”). The Purchase Price is allocated between the Hotels as follows:

                    (a)     Courtyard Hotel          - $16,000,000.00

                    (b)     Residence Inn Hotel   - $14,000,000.00

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Six Hundred Thousand and No/100 Dollars ($600,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the

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“Earnest Money Deposit.” As between the Hotels, the Earnest Money Deposit shall be split 50/50.

                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotels or any part thereof;

                    (b) Income and expense statements and budgets for the Hotels, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotels and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotels and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotels and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys,

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engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotels.

                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotels, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotels and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotels. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

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Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

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          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E

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lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreements and the Existing Franchise Agreements, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreements and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreements.

                    (b) At Closing, Buyer shall enter into the New Management Agreement for each Hotel in the form attached as Exhibit E and the New Franchise Agreements, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution,

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delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any violation of, or default under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotels, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotels is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotels. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotels or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotels, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotels, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotels or might become a lien on either Hotel (collectively, the “Pending Claims”).

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                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotels on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotels and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotels, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotels, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotels, (ii) operating statements prepared by the Manager for the Hotels, and (iii) monthly financial statements prepared by the Manager for the Hotels. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which

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such budgets relate, fairly presents the results of operations of the Hotels for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotels, and there are no independent audits or financial statements prepared by third parties relating to the operation of the Hotels other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotels are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotels, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotels, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or either Hotel is bound with respect to any employees employed at the Hotels.

                    (l) Operations. Each Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotels.

                              (i) To Seller’s knowledge, each Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, each Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any

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person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

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ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotels and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotels, (ii) accepting booking contracts for the use of the Hotels’ facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotels’ facilities, (iv) maintaining the present level of insurance with respect to the Hotels in full force and effect until the Closing Date for the Hotels and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreements, the Existing Franchise Agreements, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotels;

                    (c) Not cause or permit the removal of FF&E from the Hotels except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotels in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotels;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotels hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotels;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotels which is

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instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotels or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotels;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotels to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotels other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotels to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotels, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotels’ staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotels while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotels (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotels) and (ii) each lessor under any FF&E Lease for the Hotels identified by Buyer as a

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material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotels’ operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotels. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

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                              (v) the conduct and operation by or on behalf of Seller of its Hotels or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotels after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such

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information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotels, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Four Hundred Thousand and No/100 Dollars ($400,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price

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payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to Two Hundred Thousand and No/100 Dollars ($200,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller. The Escrow Funds allocable to each Hotel shall be split 50/50.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and

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each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) Each Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreements consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreements.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotels if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

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                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotels. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotels’ operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotels are located, to effectuate the conveyance of property similar to the Hotels, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotels and Seller will no longer have any rights, titles, or interests in and to the Hotels.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotels (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotels, Buyer shall deliver the following:

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                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotels contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title Company, or customarily executed in the jurisdiction in which the Hotels are located, to effectuate the conveyance of property similar to the Hotels, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotels and Seller will no longer have any rights, titles, or interests in and to the Hotels.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction,

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including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. For each Hotel, all of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, for each Hotel, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time for each Hotel.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotels for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotels who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables,

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net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotels (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotels shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums

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within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotels shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotels through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotels shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotels, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of either Hotel or (b) there is any substantial casualty loss or damage to either Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean, with respect to each Hotel, a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

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          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial

30

overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

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          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotels are located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never

32

existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
HAPPY VALLEY RES, LLC, an Indiana limited liability company
By:	WHITE LODGING SERVICES CORPORATION, an Indiana corporation, its Manager
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell Chief Operating Officer

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:        Justin G. Knight

Title:        President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

Lot 24, HAPPY VALLEY HOTEL, according to the plat of record in the office of the County Recorder of Maricopa County, Arizona recorded in Book 853 of Maps, page 12.

EXHIBIT B

ENVIRONMENTAL REPORTS

Courtyard and Residence Inn

Report on Phase I Environmental Site Assessment, Dated June 22, 2005, Prepared by Speedie and Associates for White Lodging Services Corporation

2

EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

3

applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

4

affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

5

(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation
	1000 E. 80th St.
	Suite 700 North
	Merrillville, Indiana 46410
	Attention: Ann Bowman
	Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn:
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby Moore
	Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

6

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By: 

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Courtyard

Description

Access Doors & Panels

Air Conditioners

Antenna, o/a, broadband, vhf

Bed Frames

Bed Skirts & Scarves

Box springs

Box springs & Mattresses

Business Center Computer

Business Center System

Cabinets & Shelves

Carpet

Carpet Base

Carpet Cleaners

Carpet Padding

Carpet Protection

Certegy Check Reader

Chairs & Loveseats

Chairs/Stools/Sofas

Closet Rod System Material

Computer Cables

Computer Hardware

Copier/Scanner/Printer

Cord Sets for Lighting

Courtyard Logo Floor Mat

Deposit Boxes & Safe

Desktop Computer

Door Locks

Dryer

Ethernet/Surge Protector

Exercise Equipment

Exterior Address Signs

File Cabinets

Fire Extinguishers & Cabinet

Fitness Equipment

Floor Mats Material

Freezer

FRP Panels

8

Furniture

GE RAC Zoneline

GR Entry System

GR Entry System Software

GR Furniture

GR Refrigerators

Guestroom Artwork

Guestroom Chairs & Sofas

Guestroom Furniture

Guestroom Lamp Bulbs

Hardwood Floor Polishers

Headboards & Shelves

Interior Consulting

Interior Signage

Iron Organizers

Kitchen Equipment

Knox Doors

Lamp Bulbs

Lamps

Laptop Computer

Laser Printer

Laundry Chute

Laundry Guest Coin Kit

Light Fixtures

Lighting Equipment

Lighting Package

Linksys Switch

Lounge chairs

Luggage Racks

Maintenance Carts

Mattresses

Mattresses & Box Springs

Mechanical Sweeper

Meeting Room Easel Board

Metal Lockers Material

Micros Software

Micros System

Mirrors

Mobile Sleepers

Music System

Office Chair

Office Furniture

Office Shelves

Operable Partitions

Drain Covers

P/O Camera Monitoring

9

Panel Partitions

Park Benches

Per: Walnut Vinyl

Phone Systems

Pillows & Blankets

PMS Hardware

PMS Software

Portable Radios

Projector

Radio Earpieces

REFRIGERATOR

Security Software

Security System

Sheet Folder & Laundry Carts

Shelves/Power Washer

Shelving/Lecturn

Shower Curtain

Shower Curtain Hooks

Shower Curtains & Liners

Storage Containers

Table

Tables & Chairs

Toilet Accessories

Toilet Accessories Material

Toilet Compartments

Touch Screen Display

TV

TV Mounts

Vacuum

Vanity Mirrors

Vending Ice Machines

Vinyl Wallcovering

Wall & Corner Guards

Wall Louvers - Material

Wall Vinyl

Wallcovering

Washers & Dryers

Waste Receptacle

Watchguard Firebox

Water Filter Equipment

Water Purifying System

Weblocker Software

Window Treatments

Windows Server

10

Residence Inn

Description

Access Doors & Panels

ADA Kit

Antenna, o/a, broadband, vhf

Artwork

Bed Base

Bedding

Bellman Cart

Business Center Computer

Business Center Software

Carpet

Carpet Pad

Carpet Protection

Carts/Sheet Folder

Cedar Bench

Chafing Dish

Chair

Check Reader

Cleaning Equipment

Clock Radio/Dryers

Clock Radio/Shelve

Clock Radios

Clock/Coffee Maker/Dryer

Closet Wire Shelving

Communication System

Computer

Computer Equipment

Desk for Office

Digital Camera

Drapery

Dryer

Electrical Changes

Ext Entry Light Fixtures

File Cabinets

Filtration Equipment

Fire Extinguishers & Cabinet

Floor Mats

FRP Panels

Furniture

GR Furniture

GR Kitchen Equipment

GR Vanity Light Fixtures

Grill/Vacuums

11

Guestroom Kitchen
Equipment

Handicap Sling Lift

Hangers

Heat lamp

Iron/Utility Cart

Key Dup Machine

Kitchen Equipment

Ladder

Lamps

Laundry Cart

Laundry Chute

Laundry Scale Cart

Lectern

Lighting

Logo Mat

Luggage Rack

Mattress

Metal Lockers Material

Mirror

Mirror Doors

Mirrors/AV Cabinet

Nightstand

Office Furniture

Overhead w/ Cart

Partition

Pillows

PMS Software

PMS System

Pressure Washer/Cabinet

Printer

Printer/Scanner/Copier

Projector

Quilt

Radios

Room in a Box

Safe/Deposit Box

Safelight

Security system

Shelves

Shelves for Marketplace

Shelving

Shower Curtain

Signage

Signage for Elevator

Sliding Mirror Closet Doors

12

Software

Sound System

Tables

Toilet Accessories

Toilet Compartments

Touch Screen Display

Trash Receptacle

TV Mounts

TV Shelve

TVs

Vacuumes

Vaporjet

VWC

VWC/Mirror/Desk

Wall & Corner Guards

Warmer

Washer/Dryer

Watchguard

water drainage in parking lot

Window Treatment

Windows

Windows Server

Work Out Equipment

13

EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

14

EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

15

excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

17

notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation
	701 East 83rd Avenue
	Merrillville, Indiana 46410
	Attn: Lawrence E. Burnell
	Chief Operating Officer
	Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman
	1000 East 80th Place, Suite 700 North
	Merrillville, Indiana 46410
	Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Justin Knight
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

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or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

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          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

20

EXHIBIT G

CONSENTS AND APPROVALS

Courtyard and Residence Inn

A. Consents Under Hotel Contracts¹

Marriott International, Inc. (with respect to rights under the Existing Franchise Agreement)

Guest-Tek Interactive Entertainment, LTD. (relating to 11/22/2007 agreements shown on Exhibit H)

LodgeNet Entertainment Corporation (relating to 12/4/2007 and 1/08/2008 agreements shown on Exhibit H)

B. Governmental Approvals and Consents

State of Arizona Department of Liquor Licenses and Control (Alcoholic Beverage License)

Maricopa County Environmental Services Department (Public Accommodation Permit)

City of Phoenix – City Clerk Department – License Services (Liquor #7 Beer and Wine License)

¹ A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotels. Other agreements are specifically applicable to the Hotels (together with the Master Agreements, ”Manager Agreements”). Given that Manager will continue as manager of the Hotels after Closing, and that the Hotels may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Courtyard

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	8/22/2007	White Lodging Services Corporation and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	4/20/2009	White Lodging and Thyssen Krupp Elevator Company
Landscape Management Agreement	4/1/2009	Courtyard Inn/Residence Inn by Marriott and TruGreen LandCare
LodgeNet Free -to-Guest Agreement	12/4/2007	Happy Valley Res, LLC and LodgeNet Entertainment Corporation
Guest-Tek IP Systems and Services Purchase Agreement	11/22/2007	Happy Valley Res, LLC and Guest-Tek Interactive Entertainment, LTD.
Maintenance Agreement	10/18/2007	White Lodging Services and OCE Imagistics

Residence Inn

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	8/22/2007	White Lodging Services Corporation and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	4/20/2009	White Lodging and Thyssen Krupp Elevator Company
Landscape Management Agreement	4/1/2009	Courtyard Inn/Residence Inn by Marriott and TruGreen LandCare
LodgeNet Free -to-Guest Agreement	1/8/2008	Happy Valley Res, LLC and LodgeNet Entertainment Corporation
Guest-Tek IP Systems and Services Purchase Agreement	11/22/2007	Happy Valley Res, LLC and Guest-Tek Interactive Entertainment, LTD.
Maintenance Agreement	10/23/2007	White Lodging Services and OCE Imagistics

22

EXHIBIT I

PENDING CLAIMS OR LITIGATION

Courtyard

Workers Compensation Claim filed by Maura Segura on July 7, 2010.

Residence Inn

General Liability Claim filed by Dennis Allen on April 29, 2010.

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

26

all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By: 

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

4. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

5. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

6. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

7. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

8. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

9. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

10. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

11. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

31

EX-10.87

Exhibit 10.87

Lake Forest/Mettawa, IL (Residence Inn)

PURCHASE CONTRACT

between

METTARES, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

i

8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	22
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	26
12.1	Adjustments	26
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	29
14.1	Buyer Default	29
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	31
16.5	Captions	31

ii

16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	32
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

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PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between METTARES, LLC, an Indiana limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the Residence Inn Lake Forest/Mettawa, located at 26325 N. Riverwoods Blvd., Mettawa, IL 60045 (the “Hotel“) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

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          “Brand” shall mean Residence Inn by Marriott, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

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          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Marriott International, Inc. or its affiliate.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

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          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

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          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools,

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indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of TWENTY-THREE MILLION FIVE HUNDRED THOUSAND and No/100 Dollars ($23,500,000.00) (the “Purchase Price”).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

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                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

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                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of

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the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a

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title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any

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violation of, or default under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

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                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title

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Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the

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income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time

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shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be

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made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close,

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and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

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If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

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          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

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          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
METTARES, LLC, an Indiana limited liability company
By:	WHITE LODGING SERVICES CORPORATION, an Indiana corporation, its Manager
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell Chief Operating Officer

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:      Justin G. Knight

Title:         President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

LOT 1 IN THE FINAL PLAT OF HAMILTON OFFICE 3^RD RESUBDIVISION, BEING A RESUBDIVISION OF LOT 1 IN HAMILTON OFFICE SECOND RESUBDIVISION RECORDED MAY 25, 2006 AS DOCUMENT 5998659, BEING A RESUBDIVISION OF LOT 3 (EXCEPT THE NORTH 64.72 FEET THEREOF) IN HAMILTON OFFICE FIRST RESUBDIVISION; BEING A RESUBDIVISION OF HAMILTON OFFICE SUBDIVISION; BEING A SUBDIVISION OF PART OF THE WEST ½ OF SECTION 36, TOWNSHIP 44 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 13, 2006 AS DOCUMENT 6105840, IN LAKE COUNTY, ILLINOIS.

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EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Assessment, Dated January 21, 2004, Prepared by Testing Service Corporation for Hamilton Partners.

Environmental Site Assessment Update, Dated November 16, 2005, Prepared by Testing Service Corporation for White Lodging Services Corporation.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

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applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

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affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

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(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation
	1000 E. 80th St.
	Suite 700 North
	Merrillville, Indiana 46410
	Attention: Ann Bowman
	Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn:
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby Moore
	Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

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          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By: 

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Description

2 Way Radio

5 Drawer Work Center

Access Doors

ADA Room Kit

Artwork

Artwork/Furniture

Artwork/Mirrors/Furn

Bed Bases

Bedding

Bellmans Carts/Castors

Cabinet

Cables/Switches

Carpet

Chafing Dish

Check Reader

Clock Radios/Hair Dryers

Closet Shelving - Wire

Cocktail Tables

Coin Kits

Conf Room Furniture

Consulting Services

Copier Catch Tray

Copier/Scanner/Fax

Corner Guards

Deposit Boxes/Safe

Desk

Desktop

Desktop/Printer

Development Fees

Disappearing Stairway

Dumbbells

Fire Extinguishers

Firebox Webblocker

Fitness Equipment

Floor Cleaner

Food Warmer

Free Weights

FRP

Furniture

Furniture/Pillows

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Gas Range

Guestroom Furniture

Handicap Sling Lift

Housekeeping Cart/Bags

HSIA Hardware

Key Card System

Kitchen Equipment

Knox Box

Laptop

Laptop Software

Laundry Equipment

Laundry Scale Cart

Laundry Table/Truck

Light Fixtures

Lighting

Linen Chutes

Linen Rack Carts

Lockers

Logo Mat

Luggage Racks

Mattresses

Matts/Boxsprings

Metal Storage Shelving

Mirrors

Mirrors/Furniture

Monitor

Nightstands

Office Furniture

Outdoor Grill

Painting

Patio Furniture

PBX System

PC Software

Pillows

Plants

PMS Equipment

PMS Software

Pool Cleaner

Pool Table/Cue Rack

Pressure Washer

Printer/USB Cable

Procurve Switch

Projector

PTAC

Recumbent Bike

Residential Equipment

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Rugs & Mats

Security SW/MS Office

Shelving

Shower Curtains

Showerheads

Signage

Sound System

Stack Chair Dolly/Tables

Stacking Chairs

Steam Cleaner

Tables/Headboards

Toilet Accessories

Toilet Partitions

Tramsceiver/Cables

Trash Can

TV Chest w/ Doors

TV Mounts

TV Swivels

TVs

VWC

Warmers/Heat Lamp

Watchguard Firebox

Window Treatments

Workbench

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

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EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

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excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

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notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation
	701 East 83rd Avenue
	Merrillville, Indiana 46410
	Attn: Lawrence E. Burnell
	Chief Operating Officer
	Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman
	1000 East 80th Place, Suite 700 North
	Merrillville, Indiana 46410
	Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Justin Knight
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

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          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

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          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

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EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts ¹

Marriott International, Inc. (with respect to rights under the Existing Franchise Agreement)

Village of Mettawa (relating to the 11/21/2006 agreement shown on Exhibit H)

Constellation New Energy, Inc. (relating to the 7/13/2009 agreement shown on Exhibit H)

Centerpoint Energy Services, Inc. (relating to the 6/23/2010 agreement shown on Exhibit H)

World Cinema, Inc. (relating to the 3/13/2008 agreement shown on Exhibit H)

B. Governmental Approvals and Consents

None

¹ A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel. Other agreements are specifically applicable to the Hotel (together with the Master Agreements, ”Manager Agreements”). Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Agreement	11/14/2007	White Lodging Services Corporation and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	4/1/2007	White Lodging Services and Otis Elevator Company
2010, 2011, and 2012 Landscape Management Proposal	3/15/2010	Residence Inn and Brickman Group, LTD
Satellite Programming License and Equipment Lease	3/13/2008	Mettares, LLC and World Cinema, Inc
Guest-Tek IP Systems and Services Ordering Agreement	3/10/2008	White Lodging Services Corporation and Guest-Tek Interactive Entertainment, Ltd.
Electricity Supply Agreement	7/13/2009	Mettares, LLC and Constellation Newenergy, Inc.
Energy Service Agreement	6/23/2010	Mettares, LLC and Centerpoint Energy Services, Inc.
Maintenance Agreement	2/14/2008	White Lodging Services and OCE Imagistics
Motor Vehicle Master Lease Agreement	6/30/2008	White Lodging Services Corporation and Alamo Leasing Company, Inc.
Subdivider’s Agreement	11/21/2006	White Lodging Services Corporation and the Village of Mettawa, Illinois

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EXHIBIT I

PENDING CLAIMS OR LITIGATION

General Liability Claim filed by Julie Pecora on October 12, 2008.

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By:

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

3. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

4. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

5. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

6. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

7. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

8. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

9. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

10. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

11. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-10.88

Exhibit 10.88

Lake Forest/Mettawa, IL (Hilton Garden Inn)

PURCHASE CONTRACT

between

METTAWHITE, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

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8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	22
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	26
12.1	Adjustments	26
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	29
14.1	Buyer Default	29
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	31
16.5	Captions	31

ii

16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	32
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

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PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between METTAWHITE, LLC, an Indiana limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the Hilton Garden Inn Lake Forest/Mettawa, located at 26225 N. Riverwoods Blvd., Mettawa, IL 60045 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

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          “Brand” shall mean Hilton Garden Inn, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

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          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Hilton Inns, Inc.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

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          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

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          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools,

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indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of THIRTY MILLION FIVE HUNDRED THOUSAND and No/100 Dollars ($30,500,000.00) (the “Purchase Price”).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

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                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

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                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of

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the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a

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title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any

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violation of, or default under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

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                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title

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Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the

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income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time

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shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be

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made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close,

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and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

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If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

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          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

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          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
METTAWHITE, LLC, an Indiana limited liability company
By:	WHITE LODGING SERVICES CORPORATION, an Indiana corporation, its Manager
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell Chief Operating Officer

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:      Justin G. Knight

Title:         President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

LOT 2 IN THE FINAL PLAT OF HAMILTON OFFICE 3^RD RESUBDIVISION, BEING A RESUBDIVISION OF LOT 1 IN HAMILTON OFFICE SECOND RESUBDIVISION RECORDED MAY 25, 2006 AS DOCUMENT 5998659, BEING A RESUBDIVISION OF LOT 3 (EXCEPT THE NORTH 64.72 FEET THEREOF) IN HAMILTON OFFICE FIRST RESUBDIVISION; BEING A RESUBDIVISION OF HAMILTON OFFICE SUBDIVISION; BEING A SUBDIVISION OF PART OF THE WEST ½ OF SECTION 36, TOWNSHIP 44 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 13, 2006 AS DOCUMENT 6105840, IN LAKE COUNTY, ILLINOIS.

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EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Assessment, Dated January 21, 2004, Prepared by Testing Service Corporation for Hamilton Partners.

Environmental Site Assessment Update, Dated November 16, 2005, Prepared by Testing Service Corporation for White Lodging Services Corporation.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

-3-

applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

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affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

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(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation
	1000 E. 80th St.
	Suite 700 North
	Merrillville, Indiana 46410
	Attention: Ann Bowman
	Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn:
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby Moore
	Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

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          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By: 

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By: 

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By: 

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Description

2 Port KVM

2 Way Radio

Access Doors

Added FE and Cabinets

Arm Chairs

Artwork

Artwork/Mirrors

Banquet Tables

Bar Stools

Bed Linens

Bedding

Bedding Folder

Beds/Frames

Bellman’s Carts

Beverage Housing

Boardroom/Business Center Chairs

Carpet

Carpet Cleaner

Chairs/Ottomans

Change Room to ADA

Check Reader

Coin Kits

Color Printer

Compact Refrigerators

Compressor/Cabinets

Computer

Computer Equipment

Computer/Color Printer

Conference Chairs

Corner Guards

Dance Floor

Delivery Charge

Deposit Boxes

Desk Lamp

Desktop

Digital Camera

Digital Copier

Disappearing Stairway

Drapery

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Dumbbell Set

Fax Machine

Fire Extinguishers

Fire Extinguishers/Cabinets

Fitness Ball

Fitness Equipment

Flags

Forget Something Easel

Freezer

FRP

Furniture/Pillows

GR Luggage Racks

Guestroom Art

Guestroom Desk Chairs

Guestroom Furniture

Guestroom Phones

Hookless shower curtain

Housekeeping Cart

HSIA Equipment

Iron/coffeemaker/radio

Irons/Boards/Supplies

Key Card System

King/Queens Headboards

Kitchen Organization

Knox Box

Ladder

Lamp Shade

Lamps

Laptop

Laundry Scale Cart

Light fixtures

Lighting

Linen Chutes

Lobby Furnishings

Lockers

Lounge chair

Meeting Room Plants

Metal Storage Shelving

Microphone Equipment

Microwaves

Mirrors

MS Office/Sec Software

Night Stand

Night Stand Lamps

Office Furniture

OnQ System

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Operable Walls

Painting

Patio FF&E

Patio Furniture

Plants

PMS Equipment

PMS Software

PMS Software/Services

Pool Cleaner

Port.Crib/Mats/Ext. Trash

Projection Screen

PS Artwork

PTAC

Public Space Art

Public Space Décor

Refrigerator

Repair A/V Screens

Replacement Phones

Roll Away Beds

Rugs & Mats

Shelving

Shower Door Clips

Signage

Sleeper Sofas/Pillows

Software

Sound System

Stack Chairs

Stage/Risers/Skirting

Stay Fit Kit

Steamer Accessories

Step Stool

Table

Table Linen

Table Storage

Tables/Hot Boxes

Task Chairs

Thermostat

Toilet Partitions

Toilet/Bath Accessories

Towel Rack

Trash Cover

Trash Receptacle

Travel/Support

TV Jumpers/Program

TV Mounts

TVs

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Vanity Mirrors

VWC

Washers/Dryers

Waste Cover Storage

Weblocker

Window Treatments

Wire Rack

Workbench/Sign

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

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EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

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excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

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notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation
	701 East 83rd Avenue
	Merrillville, Indiana 46410
	Attn: Lawrence E. Burnell
	Chief Operating Officer
	Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman
	1000 East 80th Place, Suite 700 North
	Merrillville, Indiana 46410
	Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Justin Knight
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

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          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

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          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:

BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:

ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

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EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts¹

Village of Mettawa (relating to the 11/21/2006 agreement shown on Exhibit H)

World Cinema, Inc. (relating to the 3/18/2008 agreement shown on Exhibit H)

Hilton Systems Solutions, LLC (relating to the 3/19/2008 agreement shown on Exhibit H)

Constellation New Energy, Inc. (relating to the 7/13/2009 agreement shown on Exhibit H)

Centerpoint Energy Services, Inc. (relating to the 6/23/2010 agreement shown on Exhibit H)

B. Governmental Approvals and Consents

State of Illinois Liquor Control Commission (Retailer Permit)

Village of Mettawa (License to Sell Alcoholic Liquor)

¹ A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel. Other agreements are specifically applicable to the Hotel (together with the Master Agreements, ”Manager Agreements”). Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Agreement	11/14/2007	White Lodging Services Corporation and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	4/1/2007	White Lodging Services and Otis Elevator Company
2010, 2011, and 2012 Landscape Management Proposal	3/15/2010	Hilton Garden Inn and Brickman Group, LTD
Satellite Programming License and Equipment Lease	3/18/2008	Mettawhite, LLC and World Cinema, Inc
Hilton High Speed Internet Access Agreement	3/19/2008	Mettawhite, LLC and Hilton Systems Solutions, LLC
Electricity Supply Agreement	7/13/2009	Mettawhite, LLC and Constellation Newenergy, Inc.
Energy Service Agreement	6/23/2010	Mettawhite, LLC and Centerpoint Energy Services, Inc.
Maintenance Agreement	4/17/2008	White Lodging Services and OCE Imagistics
Subdivider’s Agreement	11/21/2006	White Lodging Services Corporation and the Village of Mettawa, Illinois

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EXHIBIT I

PENDING CLAIMS OR LITIGATION

None

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By: 

Name:

Title:

LESSEE:

By: 

Name:

Title:

OWNER:

By: 

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

4. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

5. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

6. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

7. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

8. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

9. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

10. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

11. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-10.89

Exhibit 10.89

Austin, TX (Hilton Garden Inn)

PURCHASE CONTRACT

between

PARMER LANE ASSOCIATES III, L.P. (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

i

8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	21
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	26
12.1	Adjustments	26
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	29
14.1	Buyer Default	29
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	31
16.5	Captions	31

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16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	33
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

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PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between PARMER LANE ASSOCIATES III, L.P., an Indiana limited partnership (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the Hilton Garden Inn Austin North, located at 12400 North IH-35, Bldg. C, Austin, TX 78753 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any

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strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

          “Brand” shall mean Hilton Garden Inn, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

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          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Hilton Inns, Inc.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly

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affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design,

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construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and

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promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools, indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of SIXTEEN MILLION and No/100 Dollars ($16,000,000.00) (the “Purchase Price”).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into

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by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

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                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for

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occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property

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is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited partnership duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any violation of, or default

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under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

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                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title

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Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the

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income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time

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shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be

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made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close,

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and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

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If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

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          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

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          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
PARMER LANE ASSOCIATES III, L.P., an Indiana limited partnership
By:	WHITE PARMER LANE CORP. III, an Indiana Corporation, general partner
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell, President

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:      Justin G. Knight

Title:         President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

Lot 1, RESUBDIVISION OF LOT 2-1, AMENDED PLAT OF LOTS 2, 3, 4, BLOCK A, PARK CENTRAL SECTION ONE, according to the map or plat thereof recorded under Document No. 200600306, Official Public Records, Travis County, Texas.

EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment, Dated May 19, 2006, Prepared by Terracon, for Baker-Aicklen & Associates, Inc.

Reliance Letter, Dated November 21, 2006, Issued by Terracon to Parmer Lane Associates III, LP and Centier Bank.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

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applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

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affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

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(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation 1000 E. 80th St. Suite 700 North Merrillville, Indiana 46410 Attention: Ann Bowman Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attn: Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attn: Legal Dept. Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company 5501 LBJ Freeway, Suite 200 Dallas, Texas 75240 Attn: Debby Moore Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

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          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By: 

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By: 

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Description

2-way Radios

Access Doors

Artwork

Bar Table

Bar Table/Stool

Bedding

Beverage Housing Unit

Bistro Tables/Bar Stools

Black Case

Blender

Boardroom Table

Break room Fridge/Micro

Camera

Carpet

Carpet Cleaner

Carpet Protection

Chairs

Check Reader

Coffee Makers

Compressor/Cabinets

Computer Equipment

Computer Software

Conference Room Chairs

Console Table

Convection Oven

Desk

Dumbbell Set

Easels

End Table

End/Side Tables

File Cabinet

Fitness Equipment

Freezer

Fryer Splash Guard

Fryer Station

Furniture

Furniture/Pillows

GR Bath Vanity Rev

GR Desk Chairs

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Heat Lamp/Chafing Dish

HGI Flag

Housekeeping Cart

HSIA

Interior Signage

Kitchen Equip/Storage

Laundry Chute-Materials

Laundry Equipment

Light Fixtures

Lighting

Luggage Rack

Marriott Courtyard Kit

Mats/Ozone Machine

Mattress

Microwaves

Mirror Closet Doors

Mirrors

Mirrors/Headboards

Mobile Shelving

Mobile Sleeper

Night Stand

Office Furniture

OnQ System

Operable Partitions

Patio Furniture

PBX System

Plants

PMS System

Portable Crib

Presentation Board

Pressure Washer

Print/Scan/Fax

Projector

PS Art

PTAC Units

Refrigerators/Microwaves

Safe Deposit Boxes

Scale

Shower Curtains

Signage

Sleep System

Smokers Outpost

Sneeze Guard

Soup Warmer

Chairs

Storage

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Table Lectern

Tables

Telephone Service

Telephone System

Towel Rack

Trash Receptacle

Travel

TV Chest

TV Mounts

TVs

Vaccumes

Vanity Mirrors

Vinyl Wall covering

Water Softener System

Wheelchair

Window Treatments

Work Chairs

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

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EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

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excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

14

notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation 701 East 83rd Avenue Merrillville, Indiana 46410 Attn: Lawrence E. Burnell Chief Operating Officer Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc. 814 East Main Street Richmond, Virginia 23219 Attn: Justin Knight Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc. 814 East Main Street Richmond, Virginia 23219 Attn: Legal Dept. Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

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or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

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          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

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EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts¹

Cokinos Natural Gas Company (relating to the 11/26/2008 agreement shown on Exhibit H)

World Cinema, Inc. (relating to the 3/13/2008 agreement shown on Exhibit H)

Hilton Systems Solutions, LLC (relating to the 2/25/2008 agreement shown on Exhibit H)

B. Governmental Approvals and Consents

Texas Alcoholic Beverage Commission (Mixed Beverage Permit)

¹ A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel. Other agreements are specifically applicable to the Hotel (together with the Master Agreements, ”Manager Agreements”). Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	11/27/2007	White Lodging Services and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	7/20/2009	White Lodging - Hilton Garden Inn - Austin and Schindler Elevator Corporation
Service Contract	3/30/2010	White Lodging and Brickman Group, LTD
Hilton High Speed Internet Access Agreement	2/25/2008	Parmer Lane Associates III, LP and Hilton Systems Solutions, LLC
Base Contract for Sale and Purchase of Natural Gas	11/26/2008	Parmer Lane Associates III, LP and Cokinos Natural Gas Company
Maintenance Agreement	3/7/2008	White Lodging Services and OCE Imagistics
Satellite Programming License and Equipment Lease	3/13/2008	Parmer Lane Associates III, LP and World Cinema, Inc
Management Service Agreement	Effective Date 4/1/2008	WLS Beverage Company and White Lodging Services Corporation

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EXHIBIT I

PENDING CLAIMS OR LITIGATION

None

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By: 

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

4. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

5. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

6. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

7. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

8. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

9. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

10. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

11. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-10.90

Exhibit 10.90

Novi, MI (Hilton Garden Inn)

PURCHASE CONTRACT

between

ETKIN WHITE NOVI, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

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8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	22
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	27
12.1	Adjustments	27
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	30
14.1	Buyer Default	30
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	32
16.5	Captions	32

ii

16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	33
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

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PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between ETKIN WHITE NOVI, LLC, a Michigan limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the Hilton Garden Inn, located at 27355 Cabaret Drive, Novi, MI 48377 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

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          “Brand” shall mean Hilton Garden Inn, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

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          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Hilton Inns, Inc.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

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          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

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          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools,

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indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of SIXTEEN MILLION TWO HUNDRED THOUSAND and No/100 Dollars ($16,200,000.00) (the “Purchase Price”).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

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                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

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                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of

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the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a

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title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company, validly existing and in good standing in the State of Michigan. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any violation of, or default

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under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. Except for Hilton Inns, Inc. and/or its Affiliates, no party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

                    (f) Hilton Inns, Inc. shall have waived any rights or options to acquire the Hotel.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

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                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

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                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

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ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

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                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29

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U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

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ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer: Apple Nine Hospitality Ownership, Inc.
814 E. Main Street
Richmond, Virginia 23219
Attention: Justin Knight

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	Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349
If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

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          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

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          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
ETKIN WHITE NOVI, LLC, a Michigan limited liability company
By:	/s/ Carol Ann Bowman
	Carol Ann Bowman, Authorized Representative

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:        Justin G. Knight

Title:         President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

Unit 4 of Timber Creek Office Park, according to the Master Deed recorded in Liber 26386, Pages 25 through 60, inclusive, and re-recorded on November 21, 2002, in Liber 27156, Pages 781 through 819, inclusive, and the First Amendment to the Master Deed recorded in Liber 27258, Pages 184 to 191, inclusive, Oakland County Records and designated as Oakland County Subdivision Plan No. 1456, together with rights in general common elements and limited common elements as set forth in the above Master Deed (and Amendments thereto) and as described in Act 59 of the Public Acts of 1978, as amended.

EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment, Dated June 15, 2005, Prepared by NTH Consultants, Ltd. For 27355 Cabaret Drive, LLC.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

3

applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

4

affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

5

(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation 1000 E. 80th St. Suite 700 North Merrillville, Indiana 46410 Attention: Ann Bowman Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attn: Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attn: Legal Dept. Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company 5501 LBJ Freeway, Suite 200 Dallas, Texas 75240 Attn: Debby Moore Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

6

          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By:

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Description

Air Movers

Artificial Plants

Artwork

Artwork/Mirrors

Bed Dusters

Blender

Boardroom Table

Booth

Carpet

Carpet Fiber Pads

Carpet Pads

Carts/Air Compressors

Carts/Bags

Carts/Dish Dolly

Chair Fabric

Chairs

Chairs/Presentation Board

Chandeliers

Check Readers

Clock/Mirrors

Coin Slide Kits

Computer

Computer Software

Custom Mat

Dance Floor

Deposit Boxes/Safes

Desk Lamps

Desks

Desks/Chairs/Bookcases

Desktop Computer

Digital Camera

Drapery

Dryer

Dumbell Sets

Easel/Ad holders

Fabrics

Fabrics/Window Treatments

Fax Machine

Fill Hose

Firebox/Switch/Cables

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Flags

Framed Artwork

Fridge/Microwave/Radios

Full Length Mirrors

Garbage Removal

Hamper/Clocks/Towel Racks

Hampers

Headboards/Chests/Desks

Headboards/End Tables

High Speed Internet Access

Housekeeping Cart/Bags

Ice Machine

Interior Signage

Jet Floor Mirror

Kitchen Equipment

Lamps

Laundry Chutes

Lectern

Lenovo ThinkVision

Lighting

Lounge Chairs

Mats - Floor stands

Metal Frames for Beds

Metal Lockers

Microwaves

Mirrored Closet Doors

Mirrors

Mobile Sleepers

Monitor/Cables

Oatmeal Warmer

Operable Partition

Painting & Wall Covering

Panel for Night Stand

Patio Furniture

Phones

Presentation Board

Printer

Printer/Scanner

Printers/Cables

Projector

Projector/Shelves

Racks/Heat Lamp

Recumbent Bike

Refrigerators

RH Hosp Center Base

Room Install

9

Router/Printers

Routers/Monitors/Adaptors

Security Installation

Shades

Shelves

Side Table

Signage

Snow Blower

Sofa/Pillows/Chairs

Table Lamps

Table Skirting

Tables

Tables/Shelves

Tables/Waste Receptacles

Televisions

Toilet Partitions/Accessories

Towel Racks

Trash Receptacles

Treadmills/Dumbbells/Bikes

TV Adaptors

TV Mounts

TV Swivels

Vacuums/Carts/Air Movers

Vanity Mirrors

Vapor Cleaning System

Vinyl Wall Covering

Voice Messaging System

Washers/Dryers

Wheelchair

Window Treatments

Workstations/Monitors

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

11

EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

           1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

12

excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

14

notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation 701 East 83rd Avenue Merrillville, Indiana 46410 Attn: Lawrence E. Burnell Chief Operating Officer Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc. 814 East Main Street Richmond, Virginia 23219 Attn: Justin Knight Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc. 814 East Main Street Richmond, Virginia 23219 Attn: Legal Dept. Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

15

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

         9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

16

          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

17

EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts¹

Hilton Hotels Corporation (with respect to rights under the Existing Franchise Agreement, Section 10)

World Cinema, Inc. (relating to the 3/13/2008 agreement shown on Exhibit H)

Hilton Systems Solutions, LLC (relating to the 8/15/2008 agreement shown on Exhibit H)

Constellation New Energy, Inc. (relating to the 5/12/2010 agreement shown on Exhibit H)

B. Governmental Approvals and Consents

State of Michigan Liquor Control Commission (Liquor License)

Michigan Department of Environmental Quality – Water Bureau (Public Swimming Pool License)

Michigan Department of Agriculture (Food Service Establishment License)

¹ A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel. Other agreements are specifically applicable to the Hotel (together with the Master Agreements, “Manager Agreements”). Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	7/7/2008	White Lodging Service Corporation and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	9/26/2008	White Lodging Services, Inc. and Otis Elevator Company
Services Agreement	3/1/2010	Hilton Garden Novi and The Brickman Group, Ltd.
Hilton High Speed Internet Access Agreement	8/15/2008	Etkin White Novi, LLC and Hilton Systems Solutions, LLC
Gas Customer Choice Contract	5/12/2010	Etkin White Novi, LLC and Constellation NewEnergy - Gas Division, LLC
Maintenance Agreement	7/15/2008	White Lodging Services and OCE Imagistics
Satellite Programming License and Equipment Lease	3/13/2008	Etkin White Novi, LLC and World Cinema, Inc

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EXHIBIT I

CLAIMS OR LITIGATION PENDING

Workers Compensation Claim filed by Doreen Bilicki on July 19, 2010

EEOC Claim filed by Donna Spears on May 26, 2010

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By:

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

4. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

5. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

6. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

7. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

8. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

9. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

10. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

11. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-10.91

Exhibit 10.91

Warrenville, IL (Hilton Garden Inn)

PURCHASE CONTRACT

between

WARRIWHITE, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

i

8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	22
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	26
12.1	Adjustments	26
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	29
14.1	Buyer Default	29
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	31
16.5	Captions	31

ii

16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	32
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

iii

PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between WARRIWHITE, LLC, an Indiana limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the Hilton Garden Inn Warrenville, located at 28351 Dodge Drive, Warrenville, IL 60555 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

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          “Brand” shall mean Hilton Garden Inn, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

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          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Hilton Inns, Inc.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

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          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

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          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools,

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indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of TWENTY-TWO MILLION and No/100 Dollars ($22,000,000.00) (the “Purchase Price“).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

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                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

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                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of

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the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a

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title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any

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violation of, or default under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

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                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title

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Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the

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income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time

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shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be

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made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close,

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and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

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If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

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          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

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          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
WARRIWHITE, LLC, an Indiana limited liability company
By:	WHITE LODGING SERVICES CORPORATION, an Indiana corporation, its Manager
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell Chief Operating Officer

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:      Justin G. Knight

Title:          President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

LOT 5 IN CANTERA SUB-AREA “I” RESUBDIVISION, BEING A RESUBDIVISION OF LOT 1 IN CANTERA SUB-AREA “I”, BEING A SUBDIVISION OF PART OF THE SOUTH HALF OF SECTION 2, TOWNSHIP 38 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID CANTERA SUB-AREA “I” RESUBDIVISION, RECORDED MAY 27, 2003 AS DOCUMENT R2003-195726, IN DUPAGE COUNTY, ILLINOIS.

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EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment, Dated October 16, 2006, Prepared by Mostardi Platt Environmental for White Lodging Services Corporation.

Reliance Letter, Dated July 26, 2007, Issued by Mostardi Platt Environmental to Warriwhite, LLC and Standard Bank and Trust.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

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applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

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affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

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(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation
	1000 E. 80th St.
	Suite 700 North
	Merrillville, Indiana 46410
	Attention: Ann Bowman
	Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn:
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby Moore
	Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

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          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By: 

Name:

Title: 

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By: 

Name:

Title: 

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title: 

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EXHIBIT D

LIST OF FF&E

Description

Arm Chairs

Artwork

Bag Caddy

Banquet Tables/Stack
Chairs

Bar Table

Bedding

Bellman’s Cart

Blankets/Tripod

BR/Business Center

Chairs Carpet

Chairs

Check Reader

Clock Radio

Cocktail Table

Coffee Maker/Radio/Dryer

Coffee Station Organizer

Computer Equipment

Corner Guards

Custom Mat

Depository Safe

Desk Chairs

Dining Chairs

Fax Machine

Fire Extinguisher & Cabinet

Fitness Equipment

Floor Cleaning Equipment

Fridges/Microwaves

FRP/Sheathing

Furniture

GR Desk Chairs

Hair Dryers

Hairdryer/Coffeemaker

Headboard

Headboards/Mirrors

HSIA

Interior Signs

Kitchen Equipment

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Laundry Equipment

Laundry Scale

Lighting

Linen Chute

Lockers

Luggage Rack Wall Guard

Maintenance Cart/Shelving

Microwave

Mirror Doors

Mobile Sleeper

Office Furniture

OnQ

Operable Partition

Outdoor Signs

Patio Furniture

Patio Heater

PBX System

Plants

PMS Equipment

Pressure Washer

Printer/Scanner/Fax

Projector Cart/Easel

PS Artwork

PS Décor

PTAC Units

Radio

Refrigerator

Safety Equipment

Sheet Folder/Portable Crib

Shelving/Chafing Dishes

Shower Door

Signage

Sleep System

Snow Blower

Software

Soup Warmer

Step Stool

Supplies/Chafing Dishes

Table Clothes

Table Skirt

Tables

Tables/Table Truck

Toilet Accessories

Toilet Partitions

Towel Bars

Towel Rack

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Trash Receptacle

TV Mounts

TVs

Umbrella Base

USB Flash Drive

Vacuum

Vanity Mirrors

Voice Messaging

VWC

Waste Basket/Ice Bucket

Waste Receptacle

Window Treatments

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

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EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

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excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

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notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation
	701 East 83rd Avenue
	Merrillville, Indiana 46410
	Attn: Lawrence E. Burnell
	Chief Operating Officer
	Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman
	1000 East 80th Place, Suite 700 North
	Merrillville, Indiana 46410
	Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Justin Knight
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

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          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

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          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

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EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts¹

World Cinema, Inc. (relating to the 8/5/2008 agreement shown on Exhibit H)

Hilton Systems Solutions, LLC. (relating to the 8/17/2008 agreement shown on Exhibit H)

Constellation New Energy, Inc. (relating to the 7/13/2009 agreement shown on Exhibit H)

Centerpoint Energy Services, Inc. (relating to the 6/23/2010 agreement shown on Exhibit H)

B. Governmental Approvals and Consents

City of Warrenville (Retailer Permit)

State of Illinois Liquor Control Commission (Liquor License)

¹ A number of the agreements identified on Exhibit H are in the name of the Manager.  Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel.  Other agreements are specifically applicable to the Hotel (together with the Master Agreements, “Manager Agreements”).  Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Agreement	4/1/2008	White Lodging Services Corporation and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	4/1/2007	White Lodging Services and Otis Elevator Company
Landscape Management Proposal	4/20/2010	Hilton Garden Inn - Warrenville and Brickman Group, LTD
Satellite Programming License and Equipment Lease	8/5/2008	Warri white, LLC and World Cinema, Inc
Hilton High Speed Internet Access Agreement	8/17/2008	Warriwhite, LLC and Hilton Systems Solutions, LLC
Electricity Supply Agreement	7/13/2009	Warriwhite, LLC and Constellation Newenergy, Inc.
Energy Service Agreement	6/23/2010	Warriwhite, LLC and Centerpoint Energy Services, Inc.
Maintenance Agreement	8/25/2008	White Lodging Services and OCE Imagistics

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EXHIBIT I

PENDING CLAIMS OR LITIGATION

Workers Compensation Claim filed by Veronica Alvarez on July 16, 2010

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By:

Name: 

Title:

LESSEE:

By:

Name: 

Title:

OWNER:

By:

Name: 

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

4. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

5. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

6. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

7. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

8. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

9. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

10. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

11. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-10.92

Exhibit 10.92

Schaumburg, IL (Hilton Garden Inn)

PURCHASE CONTRACT

between

SCHWHITE, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

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8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	22
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	26
12.1	Adjustments	26
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	29
14.1	Buyer Default	29
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	31
16.5	Captions	31

ii

16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	32
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

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PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between SCHWHITE, LLC, an Indiana limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the Hilton Garden Inn Schaumburg, located at 1191 Woodfield Road, Schaumburg, IL 60173 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

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          “Brand” shall mean Hilton Garden Inn, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

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          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Hilton Inns, Inc.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

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          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

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          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools,

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indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of TWENTY MILLION FIVE HUNDRED THOUSAND and No/100 Dollars ($20,500,000.00) (the “Purchase Price”).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

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                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

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                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of

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the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a

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title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any

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violation of, or default under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

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                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title

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Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the

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income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time

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shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be

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made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close,

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and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

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If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

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          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

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          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
SCHWHITE, LLC, an Indiana limited liability company
By:	WHITE LODGING SERVICES CORPORATION, an Indiana corporation, its Manager
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell Chief Operating Officer

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:      Justin G. Knight

Title:         President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

LOT 1 OF FINAL PLAT OF SUBDIVISION OF THREE LAKES BUSINESS PARK SECOND RESUBDIVISION, BEING A RESUBDIVISION IN THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 41 NORTH, RANGE 10 EAST OF THE THIRD PRINCIPAL MERIDIAN ACCORDING TO THE PLAT THEREOF RECORDED APRIL 11, 2007 AS DOCUMENT 0710115039, IN COOK COUNTY, ILLINOIS.

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EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment, Dated October 18, 2006, Prepared by Mostardi Platt Environmental for White Lodging Services Corporation

Reliance Letter, Dated July 26, 2007, Issued by Mostardi Platt Environmental to Schwhite, LLC and Centier Bank

2

EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

3

applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

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affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

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(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation
	1000 E. 80th St.
	Suite 700 North
	Merrillville, Indiana 46410
	Attention: Ann Bowman
	Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn:
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby Moore
	Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

6

          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By: 

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Description

2 Way Radios

Artwork

Bag Caddy

Bar Stools

Bar Tables/Stools

Bedding

Bellman’s Cart

Boardroom Chairs

Cabinets

Cabinets/Furniture

Cabinets/Headboards

Caddies

Carpet

Carpet Cleaning Equip

Carpet Steamer

Carts

Check Reader

Clock Radios

Coffeemakers/Hairdryers

Computer Equipment

Cordless Phone

Custom Mat

Dining Chairs

Display Fridge

Dumbbells

Easel/Microphone

ER Station

Fax Machine

Filing Cabinet

Fire Evacuation Signs

Fire Extinguisher

Fitness Equipment

Flash Drive

Furniture

General Contractor

GR Luggage Racks

GR Phones

GR Task Chairs

Hair Dryer/Coffeemaker

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Hairdryer/Iron

Hand Sink

Headboards

Heat Pump

Heater

HSIA

Ice Bucket

Interior Plants

Interior Signs

IT Consulting

Kitchen Equipment

Laundry Scale Cart

Lighting

Microwaves

Microwaves/Fridges

Mobile Sleeper

Muffler for Generator

Office Furniture

OnQ System

Patio Furniture

PBX System

Phone

Plants

PMS Equipment

PMS Software

Presentation Board

Print/Scan/Fax

Projector

Projector Cart

PS Accessories

PS Artwork

Radio

Refrigerator

Round Tables

Safe Deposit Box

Scale

Shelving

Shower Curtains

Signs

Sleep System

Sliding Panel Sign

Sneeze Guards

Snow Thrower

Software

Sound System

Soup/Oatmeal Warmer

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Stackable Chairs/Caddy

Step Stool

Table Skirting

Table Top Lectern

Tables

Tables/Truck

Towel Rack

Trash Containers/Trucks

Tripod Projector Screen

TV Cabinets

TV Mounts

TVs

Vacuum

Vacuum Breaker

Vanity Mirrors

VWC

Waste Baskets

Waste/Smoking Receptacle

Watchguard

Window Treatments

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

11

EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

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excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

14

notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation
	701 East 83rd Avenue
	Merrillville, Indiana 46410
	Attn: Lawrence E. Burnell
	Chief Operating Officer
	Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman
	1000 East 80th Place, Suite 700 North
	Merrillville, Indiana 46410
	Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Justin Knight
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

15

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

16

          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

17

EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts¹

World Cinema, Inc. (relating to the 7/25/2008 agreement shown on Exhibit H)

Constellation New Energy, Inc. (relating to the 7/13/2009 agreement shown on Exhibit H)

Centerpoint Energy Services, Inc. (relating to the 6/23/2010 agreement shown on Exhibit H)

B. Governmental Approvals and Consents

State of Illinois Liquor Control Commission (Retailer Permit)

Village of Schaumburg (Permit to Serve Alcoholic Liquor)

¹ A number of the agreements identified on Exhibit H are in the name of the Manager.  Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel.  Other agreements are specifically applicable to the Hotel (together with the Master Agreements, ”Manager Agreements”).  Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

18

EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Agreement	12/7/2007	White Lodging Services Corporation and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	4/1/2007	White Lodging and Otis Elevator Company
2010 Landscape Management Proposal	3/18/2010	Hilton Garden Inn and Brickman Group, LTD
Satellite Programming License and Equipment Lease	7/25/2008	SCH White, LLC and World Cinema, Inc
Hilton High Speed Internet Circuit Agreement	8/16/2008	White Lodging Services Corporation and Hilton Systems Solutions, LLC
Electricity Supply Agreement	7/13/2009	Schwhite, LLC and Constellation Newenergy, Inc.
Energy Service Agreement	6/23/2010	Schwhite, LLC and Centerpoint Energy Services, Inc.
Maintenance Agreement	10/2/2008	White Lodging Services and OCE Imagistics

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EXHIBIT I

PENDING CLAIMS OR LITIGATION

None

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By: 

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

4. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

5. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

6. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

7. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

8. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

9. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

10. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

11. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-10.93

Exhibit 10.93

Salt Lake City, UT (SpringHill Suites)

PURCHASE CONTRACT

between

SLICSPRING, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

i

8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	22
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	26
12.1	Adjustments	26
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	29
14.1	Buyer Default	29
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	31
16.5	Captions	31

ii

16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	32
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

iii

PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between SLICSPRING, LLC, an Indiana limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the SpringHill Suites Salt Lake City located at 4955 Wiley Post Way, Salt Lake City, UT 84116 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any

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strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

          “Brand” shall mean SpringHill Suites by Marriott, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

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          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Marriott International, Inc. or its affiliate.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly

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affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design,

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construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and

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promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools, indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of SEVENTEEN MILLION FIVE HUNDRED THOUSAND and No/100 Dollars ($17,500,000.00) (the “Purchase Price”).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

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                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

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                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of

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the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a

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title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any

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violation of, or default under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

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                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title

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Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the

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income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time

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shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be

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made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close,

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and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

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If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

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          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

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          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
SLICSPRING, LLC, an Indiana limited liability company
By:	WHITE LODGING SERVICES CORPORATION, an Indiana corporation, its Manager
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell Chief Operating Officer

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:      Justin G. Knight

Title:         President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

LOT 11F, SALT LAKE INTERNATIONAL CENTER PLAT 1A, LOT 11B, AMENDED, ACCORDING TO THE OFFICIAL PLAT THEREOF, ON FILE AND OF RECORD IN THE SALT LAKE COUNTY RECORDER’S OFFICE.

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EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment Report, Dated September 28, 2006, Prepared by Bingham Engineering, Inc. for REI Investments, Inc.

Reliance Letter, Dated September 27, 2007, Issued by Bingham Engineering, Inc to Slicspring, LLC and Harris Bank.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

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applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

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affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

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(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation
	1000 E. 80th St.
	Suite 700 North
	Merrillville, Indiana 46410
	Attention: Ann Bowman
	Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn:
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby Moore
	Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

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          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By: 

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Description

Access Doors

Artwork

Artwork/Desks/Wall Cover

Artwork/Tables/Chairs

Audio System/Key Box

Awning

Bed Bases

Box/Lock/Key

Box Springs/Bed Skirts

Camera

Carpet

Carpet Pads

Cash Trays/Key Cabinets

Cedar Park Bench

Chain Curtains

Chairs/Tables

Check Reader

Computer Hardware

Computer Parts

Computer Software

Computer/USB Device

Condensation Unit

Custom Dresser Mirrors

Custom Mirrors

Desk Divider Units

Desk Lamps

Dressers

Drill Set/Cart/Pres Washer

Drinking Water System

Drybars

Dumbbell Set

Dumpster Charges

Dumpsters

DVR System

Elevator Monitor

End Panels

Exercise Equipment

File Cabinet/Chair/Desk

Fire Dept Key Box

Floor Lamps

Floor Mats

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Focus Package

Freezers

Front Lighting/Countertops

Full Length Mirrors

Full Sleepers

Garbage Receptacles

Glass Doors

Guest Deposit Boxes

Hair Dryers/Coffee Makers

Headboards/Center Panels

Headboards/Room Dividers

Headboards/Wardrobes

Interior Signage

Iron/Coffee Pot/Hair Dryers

Ironing Board/Iron Holder

Lamps

Laundry Scale Cart

Light Fixture in Lobby

Locks/Safes

Luggage Rack

Mattresses/Box Springs

Mirrors

Mobile Sleepers

Monument Signs

Mosaics

Nightstand Lamps

Nightstand/Tables

PBX Systems/Voicemail Sys

Presentation Tray

Printer/Computer

Printer/Scanner

Projector

PTAC

PTAC Base

Rac Zonelines

Radio/Microphone

Refrigerator/Freezer

Refrigerator/Microwaves

Revise Wall Covering

Room Dividers

Shelves

Shower Curtains

Shower Doors

Showerheads

Sleepers

Sneeze Guards/Toasters

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Sofas

Sound System

Table Lamps

Table Tops for Breakfast Area

Task Chairs

Television Mount

Televisions

Trash Can for Buffet

Trim outlets/TV Signal Tap

TV Mounts

Vacuum/Carpet Blower

Vanity Mirrors

Vapor Cleaning System

Vinyl Wall Covering

Wall Fabric/PTACS

Wall Vinyl

Wall Covering

Window Treatments

Work Bench

Yard Machine

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

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EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

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excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

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notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation
	701 East 83rd Avenue
	Merrillville, Indiana 46410
	Attn: Lawrence E. Burnell
	Chief Operating Officer
	Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman
	1000 East 80th Place, Suite 700 North
	Merrillville, Indiana 46410
	Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Justin Knight
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

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          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

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          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

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EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts¹

Marriott International, Inc. (with respect to rights under Existing Franchise Agreement)

World Cinema, Inc (relating to the 11/24/2008 agreement shown on Exhibit H)

B. Governmental Approvals and Consents

Salt Lake City Corporation (Class A Beer License)

¹ A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel. Other agreements are specifically applicable to the Hotel (together with the Master Agreements, “Manager Agreements”). Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	7/30/2008	White Lodging and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	4/21/2010	White Lodging-SpringHill Suites and Schindler Elevator Corporation
Landscape Proposal	3/30/2010	SpringHill Suites by Marriott Salt Lake City and TruGreen Landcare
Satellite Programming License and Equipment Lease	11/24/2008	Slicspring, LLC and World Cinema, Inc.
Guest-Tek IP Systems and Services Purchase Agreement	4/28/2008	White Lodging Services Corporation and Guest-Tek Interactive Entertainment, LTD.
Maintenance Agreement	1/15/2009	White Lodging Services and OCE Imagistics

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EXHIBIT I

PENDING CLAIMS OR LITIGATION

None

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By: 

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

4. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

5. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

6. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

7. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

8. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

9. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

10. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

11. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

12. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

13. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

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EX-10.94

Exhibit 10.94

Austin, TX (Fairfield Inn & Suites)

PURCHASE CONTRACT

between

AUSNORTH FFIS HOTEL, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

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8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	22
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	26
12.1	Adjustments	26
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	29
14.1	Buyer Default	29
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	31
16.5	Captions	31

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16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	32
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

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PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between AUSNORTH FFIS HOTEL, LLC, an Indiana limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the Fairfield Inn & Suites Austin North/Parmer Lane, located at 12536 N IH-35 Service Rd. Southbound, Austin, TX 78753 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any

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strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

          “Brand” shall mean Fairfield Inn & Suites, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

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          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Marriott International, Inc. or its affiliate.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly

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affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design,

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construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and

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promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools, indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of SEVENTEEN MILLION SEVEN HUNDRED FIFTY THOUSAND and No/100 Dollars ($17,750,000.00) (the “Purchase Price”).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

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                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

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                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of

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the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a

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title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any

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violation of, or default under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

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                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title

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Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the

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income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time

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shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be

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made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close,

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and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

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If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

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          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

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          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
AUSNORTH FFIS HOTEL, LLC, an Indiana limited liability company
By:	WHITE LODGING SERVICES CORPORATION, an Indiana corporation, its Manager
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell Chief Operating Officer

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:        Justin G. Knight

Title:         President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

Lot 1, Block “A”, PARK CENTRAL SECTION TWO, a subdivision in Travis County, Texas, according to the map or plat thereof, recorded in Volume 101, Page(s) 229-230 of the Plat Records, Travis County, Texas.

EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment, Dated April 13, 2007, Prepared by Terracon for White Lodging Services Corporation.

Reliance Agreement, Dated March 12, 2008, Issued by Terracon to Ausnorth FFIS Hotel, LLC and Park National Bank.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or

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applicable portion thereof and shall direct Escrow Agent to return the Deposit or applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

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affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

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(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation
	1000 E. 80th St.
	Suite 700 North
	Merrillville, Indiana 46410
	Attention: Ann Bowman
	Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn:
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby Moore
	Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

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          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By:

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Description

A/C in Elevator

Access Doors

Artwork

Artwork/Lamps/Chairs

Base Package

Bed Bases

Bed Scarves/Skirts

Boom box/Exercise Balls

Bulbs

Cabinets/Drill Set

Carpet

Carpet Extractor

Carpet Pad

Cartons for Chairs

Carts/Storage Compartment

Cash Drawers

Chairs

Check Reader

Coin Slide Kit

Computer

Computer Hardware

Computer Software

Computer/Printer

Corner Guards

Custom logo mat

Depository Safe

Desk Lamps

Drapery

Dumpster

Dust Skirts/Leaf Scarves

Easel Board

Exercise Equipment

Exterior Signage

Fabric for Chairs

File Cabinet/Office Chair

Fire Ext and Cabinets

Floor Lamps

Framed Artwork

Framed Posters Marriott

Freezers

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Freight

Garbage Disposal FFE

Guest Room Phones

Guestroom Bench

Head Board

Headboards/Desks

Interior Signage

Iron Holders

Ironing Boards/Trash Can

Irons/Iron Boards

Kitchen Equipment

Lamps

Lamps/Tables

Laptop

Laundry Chute

Laundry Scale Cart

Laundry Table

Light Fixtures

Lighting

Lockers

Luggage Rack

Materials for Windows

Mats

Mattresses

Mattresses/Boxsprings

Microwave Ovens

Mirrors

MS Office Software

Nesting Tables

Nightstands/Desks

Pool Downlights

Printer

Printer/Fax Scan

Projector

PTAC

PTAC Framing

Radio/Microphone

Refrigerators

Router

Scales

Shelves

Shower Doors

Stack Chairs

Stool/Step

Storage Shelving

Tables

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Tables/Chairs

Tables/Shelving

Task Chairs

Televisions

Trash Receptacles

Tripod Screen

TV Wall Mounts

Vanity Mirrors

Vases

Vinyl Wall covering

Washer/Dryer

Window Treatments

Wireless Router

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

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EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

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excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

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notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation
	701 East 83rd Avenue
	Merrillville, Indiana 46410
	Attn: Lawrence E. Burnell
	Chief Operating Officer
	Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman
	1000 East 80th Place, Suite 700 North
	Merrillville, Indiana 46410
	Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Justin Knight
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

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          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

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          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

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EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts¹

Marriott International, Inc. (with respect to rights under the Existing Franchise Agreement)

Cokinos Natural Gas Company (relating to the 3/1/2010 agreement shown on Exhibit H)

World Cinema, Inc. (relating to the 1/12/2009 agreement shown on Exhibit H)

B. Governmental Approvals and Consents

None

¹ A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel. Other agreements are specifically applicable to the Hotel (together with the Master Agreements, “Manager Agreements”). Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	10/17/2008	White Lodging and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	2/18/2010	White Lodging-Fairfield Inn and Schindler Elevator Corporation
Service Contract	3/30/2010	White Lodging and Brickman Group, LTD
Satellite Programming License and Equipment Lease	1/12/2009	Ausnorth FFIS Hotel, LLC and World Cinema, Inc.
Guest-Tek IP Systems and Services Purchase Agreement	4/28/2008	White Lodging Services Corporation and Guest-Tek Interactive Entertainment, LTD.
Base Contract for Sale and Purchase of Natural Gas	3/1/2010	Ausnorth CY Hotel, LLC and Cokinos Natural Gas Company

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EXHIBIT I

CLAIMS OR LITIGATION PENDING

None

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By:

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

4. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

5. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

6. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

7. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

8. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

9. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

10. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

11. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-10.95

Exhibit 10.95
Austin, TX (Courtyard)

PURCHASE CONTRACT

between

AUSNORTH CY HOTEL, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

i

8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	22
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	26
12.1	Adjustments	26
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	29
14.1	Buyer Default	29
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	31
16.5	Captions	31

ii

16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	32
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

iii

PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between AUSNORTH CY HOTEL, LLC, an Indiana limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the Courtyard Austin North/Parmer Lane, located at 12330 N IH-35, Austin, TX 78753 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any

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strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

          “Brand” shall mean Courtyard by Marriott, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

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          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Marriott International, Inc. or its affiliate.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly

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affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design,

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construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and

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promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools, indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of TWENTY MILLION and No/100 Dollars ($20,000,000.00) (the “Purchase Price”).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into

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by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

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                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for

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occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property

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is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any

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violation of, or default under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

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                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title

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Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the

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income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time

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shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be

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made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close,

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and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

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If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

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          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

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          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
AUSNORTH CY HOTEL, LLC, an Indiana limited liability company
By:	WHITE LODGING SERVICES CORPORATION, an Indiana corporation, its Manager
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell Chief Operating Officer

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:    Justin G. Knight

Title:    President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

Lot 2, Block “A”, RESUBDIVISION OF LOT 2, BLOCK “A” OF THE RESUBDIVISION OF LOT 2-A, BLOCK “A”, AMENDED PLAT OF LOTS 2, 3, 4, BLOCK “A” PARK CENTRAL SECTION ONE TOGETHER WITH A 2.801 ACRE TRACT OUT OF THE JOHN M. SWISHER SURVEY NO. 32, ABSTRACT NO. 756, a subdivision in Travis County, Texas, according to the map or plat thereof, recorded under Document No. 200800137, Official Public Records, Travis County, Texas.

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EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment, Dated April 10, 2007, prepared by Terracon for White Lodging Services Corporation.

Reliance Agreement, Dated March 12, 2008, Issued by Terracon to Ausnorth CY Hotel, LLC.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

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applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

4

affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

5

(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation
	1000 E. 80th St.
	Suite 700 North
	Merrillville, Indiana 46410
	Attention: Ann Bowman
	Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn:
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby Moore
	Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

6

          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By:

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Description

Access Doors

Air Deflector

Artwork

Bed Bases

Cabinet/Power Washer

Carpet

Carpet Extractor

Chairs

Check Reader

Corner Guards

Depository Safe

Design/Construction

Espresso/Coffee Maker

Exterior Signage

EZ Cart

Fire Ext and Cabinets

Fitness Equipment

Floor Dryer

Floor Polisher

Florals

Furniture

Furniture/Artwork

GoBoard PC

GoBoard System

GR Furniture

Guest Room Clothes Hangers

Guestroom Vacuum

Headboard Sconce

HSIA

Inspections/Repairs

Internet Kiosk

Internet Kiosk Software

Kitchen Equipment

Laundry Chute

Laundry Equipment

LCD Display

Light Fixtures

Lockers

Mattresses

Mirrors

8

Mobile Sleepers

Mounting Accessories

Muzak System

Office Furniture

Outdoor Lettering

Owner Lighting Fixture

Patio Furniture

Patio Umbrella

PBX System

Plants

PMS Hardware

PMS Software

Printer

Printer/Scanner/Fax

Projector

PTAC

Recycling Bin

Refrigerator

Refrigerator/Microwave

Signage

Sneeze Guard

Sound Isolation

Stainless Steel Cart

Storage Shelving

Table/Towel Caddy

Tables

Towel Bars/Fire Ext

TV Mount

TV Tray/Headboard

TVs

Two-way Radios

VWC

VWC/Furniture

Warehouse

Window Treatments

ZEPHYR Vapor Jet

9

EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

10

EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

11

excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

         8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

13

notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation
	701 East 83rd Avenue
	Merrillville, Indiana 46410
	Attn: Lawrence E. Burnell
	Chief Operating Officer
	Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman
	1000 East 80th Place, Suite 700 North
	Merrillville, Indiana 46410
	Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Justin Knight
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

14

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

15

          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:

By:

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

16

EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts¹

Marriott International, Inc. (with respect to rights under the Existing Franchise Agreement)

Cokinos Natural Gas Company (relating to the 5/1/2010 agreement shown on Exhibit H)

World Cinema, Inc. (relating to the 4/2/2009 agreement shown on Exhibit H)

B. Governmental Approvals and Consents

Texas Alcoholic Beverage Commission (Mixed Beverage Permit)

¹ A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel. Other agreements are specifically applicable to the Hotel (together with the Master Agreements, “Manager Agreements”). Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

17

EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	10/26/2006	White Lodging and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	6/24/2010	White Lodging - Courtyard by Marriott 12330 North IH 35 Austin TX 78753 and Schindler Elevator Corporation
Service Contract	5/30/2010	White Lodging and Brickman Group, LTD
Satellite Programming License and Equipment Lease	4/2/2009	Ausnorth CY Hotel LLC, and World Cinema, Inc
Guest-Tek IP Systems and Services Ordering Agreement	4/28/2008	White Lodging Services Corporation and Guest-Tek Interactive Entertainment, LTD.
Digital Signage System License and Maintenance Agreement	5/18/2009	White Lodging and Four Winds Interactive, LLC.
Base Contract for Sale and Purchase of Natural Gas	5/1/2010	Ausnorth CY Hotel LLC, and Cokinos Natural Gas Company
Maintenance Agreement	6/3/2009	White Lodging Services - Courtyard by Marriott and OCE Imagistics
Management Service Agreement	Effective date 7/1/2009	WLS Beverage Company and White Lodging Services Corporation

18

EXHIBIT I

PENDING CLAIMS OR LITIGATION

General Liability Claim filed by Jon Klein on March 3, 2010.

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

-22-

all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By:

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

4. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

5. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

6. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

7. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

8. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

9. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

10. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

11. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-10.96

Exhibit 10.96

Chandler, AZ (Courtyard)
Chandler, AZ (Fairfield Inn & Suites)

PURCHASE CONTRACT

between

CHANPRICE, LLC (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	11
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	17
8.1	Subsequent Developments	17
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

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8.6	Access to Financial Information	19
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	22
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	27
12.1	Adjustments	27
12.2	Reconciliation and Final Payment	28
12.3	Employees	29
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	30
ARTICLE XIV	DEFAULT REMEDIES	30
14.1	Buyer Default	30
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	32
16.3	Entire Agreement	32
16.4	Governing Law	32
16.5	Captions	32

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16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	33
16.11	(Intentionally Omitted)	33
16.12	Further Acts	33
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

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PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between CHANPRICE, LLC, an Indiana limited liability company (“Seller”) with a principal office at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of those certain hotel properties commonly known as the Fairfield Inn & Suites Phoenix Chandler/Fashion Center, located at 1100 S. Price Road, Chandler, AZ 85286 (the “Fairfield Hotel” and the Courtyard Phoenix Chandler/Fashion Center, located at 1100 S. Price Road, Chandler, AZ 85286 (the “Courtyard Hotel”, and together with the Fairfield Hotel, collectively, the “Hotels” and sometimes, individually, a “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotels from Seller, and Seller is desirous of selling the Hotels to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean One Million and No/100 Dollars ($1,000,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any

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strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

          “Brand” shall mean Courtyard by Marriott, the hotel brand or franchise under which the Courtyard Hotel operates and Fairfield Inn & Suites by Marriott, the hotel brand or franchise under which the Fairfield Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

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          “Existing Franchise Agreement” shall mean each franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate each Hotel under the applicable Brand.

          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotels.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Marriott International, Inc. or its affiliate.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly

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affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotels, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of each Hotel under its applicable Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate each Hotel under the respective Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of each Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotels, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to each Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default,

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penalty or the payment of a fee or charge, that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotels.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotels), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotels) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotels, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotels and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotels, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotels.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred

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and assigned, inventory (opened or unopened), office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotels), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools, indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which each Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to each Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotels, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of TWENTY NINE MILLION and No/100 Dollars ($29,000,000.00) (the “Purchase Price”). The Purchase Price is allocated between the Hotels as follows:

                    (a)     Courtyard Hotel     - $17,000,000.00

                    (b)     Fairfield Hotel       - $12,000,000.00

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Six Hundred Thousand and No/100 Dollars ($600,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the

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“Earnest Money Deposit.” As between the Hotels, the Earnest Money Deposit shall be split 50/50.

                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotels or any part thereof;

                    (b) Income and expense statements and budgets for the Hotels, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotels and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotels and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotels and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys,

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engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotels.

                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotels, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotels and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotels. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

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Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

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          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E

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lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreements and the Existing Franchise Agreements, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreements and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreements.

                    (b) At Closing, Buyer shall enter into the New Management Agreement for each Hotel in the form attached as Exhibit E and the New Franchise Agreements, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the State of Indiana. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution,

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delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any violation of, or default under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotels, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotels is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotels. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotels or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotels, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotels, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotels or might become a lien on either Hotel (collectively, the “Pending Claims”).

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                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotels on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotels and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotels, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotels, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotels, (ii) operating statements prepared by the Manager for the Hotels, and (iii) monthly financial statements prepared by the Manager for the Hotels. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which

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such budgets relate, fairly presents the results of operations of the Hotels for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotels, and there are no independent audits or financial statements prepared by third parties relating to the operation of the Hotels other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotels are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotels, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotels, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or either Hotel is bound with respect to any employees employed at the Hotels.

                    (l) Operations. Each Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotels.

                              (i) To Seller’s knowledge, each Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, each Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any

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person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

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ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotels and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotels, (ii) accepting booking contracts for the use of the Hotels’ facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotels’ facilities, (iv) maintaining the present level of insurance with respect to the Hotels in full force and effect until the Closing Date for the Hotels and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreements, the Existing Franchise Agreements, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotels;

                    (c) Not cause or permit the removal of FF&E from the Hotels except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotels in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotels;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotels hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotels;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotels which is

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instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotels or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotels;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotels to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotels other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotels to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotels, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotels’ staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotels while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotels (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotels) and (ii) each lessor under any FF&E Lease for the Hotels identified by Buyer as a

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material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotels’ operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotels. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

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                              (v) the conduct and operation by or on behalf of Seller of its Hotels or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotels after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such

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information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotels, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Four Hundred Thousand and No/100 Dollars ($400,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price

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payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to Two Hundred Thousand and No/100 Dollars ($200,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller. The Escrow Funds allocable to each Hotel shall be split 50/50.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and

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each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) Each Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreements consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreements.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotels if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

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                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotels. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotels’ operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotels are located, to effectuate the conveyance of property similar to the Hotels, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotels and Seller will no longer have any rights, titles, or interests in and to the Hotels.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotels (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotels, Buyer shall deliver the following:

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                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotels contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title Company, or customarily executed in the jurisdiction in which the Hotels are located, to effectuate the conveyance of property similar to the Hotels, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotels and Seller will no longer have any rights, titles, or interests in and to the Hotels.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction,

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including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. For each Hotel, all of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, for each Hotel, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time for each Hotel.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotels for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotels who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables,

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net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotels (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotels shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums

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within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotels shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotels through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotels shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotels, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of either Hotel or (b) there is any substantial casualty loss or damage to either Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean, with respect to each Hotel, a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

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          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial

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overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

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          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotels are located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never

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existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
CHANPRICE, LLC, an Indiana limited liability company
By:	WHITE LODGING SERVICES CORPORATION, an Indiana corporation, its Manager
	By:	/s/ Lawrence E. Burnell
		Lawrence E. Burnell Chief Operating Officer

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation

By:      /s/ Justin G. Knight

Name:      Justin G. Knight

Title:         President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 6, TOWNSHIP 2 SOUTH, RANGE 5 EAST, OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, ALSO KNOWN AS LOT 1 OF THE TO BE RECORDED SUBDIVISION OF CHANDLER ECHELON, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 6;

THENCE SOUTH 00 DEGREES 10 MINUTES 23 SECONDS EAST ALONG THE WESTERLY LINE OF SAID NORTHWEST QUARTER, A DISTANCE OF 187.96 FEET TO THE POINT OF BEGINNING;

THENCE NORTH 89 DEGREES 49 MINUTES 38 SECONDS EAST, A DISTANCE OF 114.00 FEET TO THE WESTERLY RIGHT-OF-WAY OF PRICE ROAD;

THENCE SOUTH 34 DEGREES 49 MINUTES 52 SECONDS EAST ALONG SAID RIGHT-OF-WAY, A DISTANCE OF 458.41 FEET;

THENCE SOUTH 30 DEGREES 25 MINUTES 56 SECONDS EAST ALONG SAID RIGHT-OF-WAY, A DISTANCE OF 259.45 FEET;

THENCE WEST, A DISTANCE OF 273.46 FEET;

THENCE NORTH 00 DEGREES 58 MINUTES 04 SECONDS WEST, A DISTANCE OF 17.71 FEET;

THENCE WEST, A DISTANCE OF 231.72 FEET TO THE WEST LINE OF SAID NORTHWEST QUARTER;

THENCE NORTH 00 DEGREES 10 MINUTES 23 SECONDS WEST ALONG SAID WEST LINE, A DISTANCE OF 581.94 FEET TO THE POINT OF BEGINNING.

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EXHIBIT B

ENVIRONMENTAL REPORTS

Courtyard and Fairfield Inn & Suites

ASTM Phase I Environmental Site Assessment, Dated June 8, 2007, Prepared by Haley & Aldrich, Inc. for Chandler San Tan, LLC.

Updated ASTM Phase I Environmental Site Assessment, Dated January 9, 2008, Prepared by Haley & Aldrich, Inc. for Chandler San Tan, LLC.

Reliance Letter, Dated January 18, 2008, Issued by Haley & Aldrich, Inc. to Chanprice, LLC.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                              B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

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applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                              C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

                    4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

                    5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                              B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                              C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

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affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

                    6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                              B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

                    7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

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(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation 1000 E. 80th St. Suite 700 North Merrillville, Indiana 46410 Attention: Ann Bowman Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attn: Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attn: Legal Dept. Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company 5501 LBJ Freeway, Suite 200 Dallas, Texas 75240 Attn: Debby Moore Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

                    8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

                    9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

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          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By: 

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

Courtyard

Description

120V Spring Lamps

5 Drawer Work Center

Artwork

Bathroom Wall Covering

Bedspread Folder

Bed Board & TV/VCR Cart

Bed Base

Bed Scarves and Bed Skirts

Bunn Twin Air Pot Brewer

Café Dining Table Top

Card Reader

Carpet

Carpet Extractor

Carpet Padding

Carpet/Floor Cleaner

Cart Projector Lectern

Casters for Refrigerator

Ceiling Fans

Chairs and Desks

Check Reader

Cocktail Table and Shelf

Computer Equipment

Copier

Cordless Phone

Corner Guards

Custom Painted Letters

Deposit Boxes and Safe

Desk Lamps

Digital Time Display

Dish Pro Plus

Easel Boards

Espresso Equipment

Exhaust Fan for Kitchen

EZ Cart and Recycle Bin

Fabric for Guestrooms

File Cabinet

Fire Extinguisher & Cabinets

Floor Lamps and Desk Lamp

Floor Wall and Lamp

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Full Length Mirrors

Furniture

Garbage Disposal

GE Air Conditioners

Go Board

Go Board Cable and Mount

Go Board Sys

Guest Key System

Guestroom Furniture

Guestroom supplies

Hand Trucks

Hardware

Headboard - Queen

HSIA

Interior Glass

Interior Signs

Iron and Board Organizers

Kitchen Equipment

Laser Printer

Laundry Chute

Laundry Scale Cart

Laundry Table

LCD TV

Light Fixture

Lockers

Luggage Carts

Luggage Racks

Maintenance Equipment

Mattress

Menu boards and Podium

Micros Software

Microwaves

Operable Wall

Park Benches

Phones PBX System

Plants

Plastic Laminate Cabinets

PMS System

Programming Cards

PTAC

Radios Microphone

Receiver and Hardware

Refrigerators

Saflok Keycard

Saflok Computer

Safloks

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Security Microsoft Software

Security Package

Shade Fabric at Porte Coch

Shades & Sheers

Shelving

Shower Curtain

Signage

Signage – Interior

Sleeper Lounge and Chair

Sneeze Guards

Sofas

Software

Sound System

Tables and Legs w Casters

Telephone Equipment

Toilet & Bath Accessories

Trash Cans

Trash/Ash Container

Treadmill & Recumbent Bike

Tripod with Eliminator

TV

TV Cabinets

Vacuums and Carpet Clean

Vanity & Full Length Mirrors

Vanity Mirrors

Vinyl Wall Covering

Wall Lamps

Wall Mounts for TVs

Wall Coverings

Washers

Wood Cabinet w/Grand Top

Fairfield Inn & Suites

Description

120v W Charger

Artwork

Bathroom Wall Covering

Bed Scarves and Bed Skirts

Boom Box

Card Reader

Carpet

Carpet Extractor

Carpet/Floor Cleaner

Ceiling Fans

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Check Reader

Chest of Drawers

Copier

Cordless Phone

Corner Guards

Credenza

Custom Painted Letters

Deposit Boxes and Safe

Desk

Desk Lamps

Desk Table And Lamps

Dryers

Easel Boards

Exhaust Fan for Kitchen

Fabric for Guestrooms

File Cabinet Chairs and Desk

Fire Extinguishers & Cabinets

Floor Lamps

Floor Lamps and Shades

Garbage Disposal

GE Air Conditioners

Glass Mosaics

Guest Key System

Guest Room Furniture

Guestroom Bench

Guestroom Furniture

Guestroom TV Cabinet

Housekeeping items

HP Touch Smart and Printer

Interior Glass

Iron Holders

Irons Iron Boards Coffee Pots

Kitchen Equipment

Lamps

Laundry Chute

Laundry Scale Cart

LCD TVs

Light bulbs

Lockers

Lounge Chair

Luggage Racks

Mattress

Microwaves

Mirrors

Office Furniture

Operable Wall

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Oval Bowls and Vases

Phones PBX System

Plants

Plastic Laminate Cabinets

Programming Cards

Projector

Property Mgmt System

Refrigerators

Resized TV Cabinets

Saflok Keycard

Saflok Computer w/ KeyStation

Safloks

Security & Microsoft Software

Security Package

Shade Fabric at Porte Coche

Shelving

Shower Curtain Liner

Shower Curtains

Signage

Signage – Interior

Sleeper Sofas

Software

Sound System

Table

Table Clothes

Table Lamps

Take-offs

Task Chairs

Toilet & Bath Accessories

Treadmill & Precor Trainer

TVs

Valances Sheers & Shade

Vinyl Wall Coverings

Wall Mounts for TV

Washers & Dryers

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

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EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

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excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

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notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation 701 East 83rd Avenue Merrillville, Indiana 46410 Attn: Lawrence E. Burnell Chief Operating Officer Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc. 814 East Main Street Richmond, Virginia 23219 Attn: Justin Knight Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc. 814 East Main Street Richmond, Virginia 23219 Attn: Legal Dept. Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

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          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

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          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

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EXHIBIT G

CONSENTS AND APPROVALS¹

Courtyard

A. Consents Under Hotel Contracts

Marriott International, Inc. (with respect to rights under Existing Franchise Agreement)

B. Governmental Approvals and Consents

City of Chandler Arizona – Tax and License Division (Hotel/Motel Liquor License)

State of Arizona Department of Liquor Licenses and Control (Alcoholic Beverage License)

Fairfield Inn & Suites

A. Consents Under Hotel Contracts

Marriott International, Inc. (with respect to rights under Existing Franchise Agreement)

B. Governmental Approvals and Consents

City of Chandler Arizona – Tax and License Division (Hotel/Motel Liquor License)

State of Arizona Department of Liquor Licenses and Control (Alcoholic Beverage License)

¹ A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotels. Other agreements are specifically applicable to the Hotels (together with the Master Agreements, “Manager Agreements”). Given that Manager will continue as manager of the Hotels after Closing, and that the Hotels may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Courtyard

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	8/4/2008	White Lodging Services Corporation and ADT Security Services, Inc.
Guest-Tek Free-To-Guest Systems Lease and Services Purchase Agreement	7/24/2009	White Lodging Services Corporation and Guest-Tek Interactive Entertainment, LTD.
Guest-Tek IP Systems and Services Ordering Agreement	7/29/2009	White Lodging Services Corporation and Guest-Tek Interactive Entertainment, LTD.
Digital Signage System License and Maintenance Agreement	7/16/2009	White Lodging and Four Winds Interactive, LLC.
Maintenance Agreement	8/14/2009	White Lodging Services - Courtyard by Marriott and OCE Imagistics

Fairfield Inn & Suites

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	8/4/2008	White Lodging Services and ADT Security Services, Inc.
Guest-Tek Free-to-Guest Systems Lease and Services Purchase Agreement	5/11/2010	White Lodging Services Corporation and Guest-Tek Interactive Entertainment, LTD.
Guest-Tek IP Systems and Services Ordering Agreement	4/28/2008	White Lodging Services Corporation and Guest-Tek Interactive Entertainment, LTD.
Maintenance Agreement	10/18/2007	White Lodging Services - Fairfield Inn & Suites and OCE Imagistics

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EXHIBIT I

PENDING CLAIMS OR LITIGATION

Courtyard and Fairfield Inn & Suites

Workers Compensation Claim filed by Jennifer Sifers on July 27, 2010.

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By: 

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

4. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

5. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

6. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

7. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

8. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

9. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

10. Purchase Contract between Whiteco Industries, Inc., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Tampa Embassy Suites)

11. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

12. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-10.97

Exhibit 10.97

Tampa, FL (Embassy Suites)

PURCHASE CONTRACT

between

WHITECO INDUSTRIES, INC. (“SELLER”)

(“SELLER”)

AND

APPLE NINE HOSPITALITY OWNERSHIP, INC.

(“BUYER”)

Dated: September 10, 2010

TABLE OF CONTENTS

		Page No.
ARTICLE I	DEFINED TERMS	1
1.1	Definitions	1
ARTICLE II	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	7
2.1	Purchase and Sale	7
2.2	Purchase Price	7
2.3	Allocation	7
2.4	Payment	7
2.5	Earnest Money Deposit	7
ARTICLE III	REVIEW PERIOD	8
3.1	Review Period	8
3.2	Due Diligence Examination	9
3.3	Restoration	10
3.4	Seller Exhibits	10
ARTICLE IV	SURVEY AND TITLE APPROVAL	10
4.1	Survey	10
4.2	Title	10
4.3	Survey or Title Objections	11
ARTICLE V	TERMINATION OF MANAGEMENT AGREEMENT	12
ARTICLE VI	BROKERS	12
ARTICLE VII	REPRESENTATIONS, WARRANTIES AND COVENANTS	12
7.1	Seller’s Representations, Warranties and Covenants	12
7.2	Buyer’s Representations, Warranties and Covenants	15
7.3	Survival	16
ARTICLE VIII	ADDITIONAL COVENANTS	16
8.1	Subsequent Developments	16
8.2	Operations	17
8.3	Third Party Consents	18
8.4	Employees	18
8.5	Estoppel Certificates	18

i

8.6	Access to Financial Information	18
8.7	Bulk Sales	19
8.8	Indemnification	19
8.9	Liquor Licenses	22
ARTICLE IX	CONDITIONS FOR CLOSING	22
9.1	Buyer’s Conditions for Closing	22
9.2	Seller’s Conditions for Closing	23
ARTICLE X	CLOSING AND CONVEYANCE	24
10.1	Closing	24
10.2	Deliveries of Seller	24
10.3	Buyer’s Deliveries	25
ARTICLE XI	COSTS	26
11.1	Seller’s Costs	26
11.2	Buyer’s Costs	26
ARTICLE XII	ADJUSTMENTS	26
12.1	Adjustments	26
12.2	Reconciliation and Final Payment	28
12.3	Employees	28
ARTICLE XIII	CASUALTY AND CONDEMNATION	29
13.1	Risk of Loss; Notice	29
13.2	Buyer’s Termination Right	29
13.3	Procedure for Closing	29
ARTICLE XIV	DEFAULT REMEDIES	29
14.1	Buyer Default	29
14.2	Seller Default	30
14.3	Attorney’s Fees	30
ARTICLE XV	NOTICES	30
ARTICLE XVI	MISCELLANEOUS	31
16.1	Performance	31
16.2	Binding Effect; Assignment	31
16.3	Entire Agreement	31
16.4	Governing Law	31
16.5	Captions	31

ii

16.6	Confidentiality	32
16.7	Closing Documents	32
16.8	Counterparts	32
16.9	Severability	32
16.10	Interpretation	32
16.11	(Intentionally Omitted)	32
16.12	Further Acts	32
16.13	Joint and Several Obligations	33

SCHEDULES:

Schedule 3.1	Due Diligence List
EXHIBITS:
Exhibit A	Legal Description of Land
Exhibit B	Environmental Reports
Exhibit C	Escrow Agreement
Exhibit D	FF&E List
Exhibit E	New Management Agreement
Exhibit F	Post-Closing Agreement
Exhibit G	Consents and Approvals
Exhibit H	Property Agreements
Exhibit I	Pending Claims or Litigation
Exhibit J	Liquor License Agreement
Exhibit K	Other Contracts

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PURCHASE CONTRACT

          This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 10, 2010, by and between WHITECO INDUSTRIES, INC., a Nebraska corporation (“Seller”) with a principal office at 1000 East 80th Place, Suite 700 North, Merrillville, Indiana 46410 and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219 (“Buyer”)

RECITALS

          A. Seller is the fee simple owner of that certain hotel property commonly known as the Embassy Suites Tampa Brandon, located at 10220 Palm River Road, Tampa, FL 33619 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference.

          B. Buyer is desirous of purchasing the Hotel from Seller, and Seller is desirous of selling the Hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINED TERMS

          1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise requires:

          “Additional Deposit” shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

          “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise.

          “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land.

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          “Brand” shall mean Embassy Suites, the hotel brand or franchise under which the Hotel operates.

          “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the state in which the Property is located.

          “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract.

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

          “Construction Plans” shall mean the construction plans, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports to the extent the same are (i) in the possession or control of Seller and (ii) can be transferred or assigned by Seller without default, penalty or payment of a fee or charge.

          “Deed” shall have the meaning set forth in Section 10.2(a).

          “Deposits” shall mean, all prepaid rents and deposits received by Seller from any tenant or guest of the Property, refundable security deposits and rental deposits received by Seller from any tenant or guest of the Property, and all other deposits for advance reservations, banquets or future services received by Seller from any tenant or guest of the Property, to the extent the same is received or collected in connection with the use or occupancy of the Improvements. “Deposits” shall exclude all reserves and/or accounts funded by Seller, including without limitation, reserves for real property taxes, reserves to pay insurance, reserves to cover all other potential liabilities and claims, utility deposits, any reserves for replacement of FF&E and for capital repairs and/or improvements.

          “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

          “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a).

          “Environmental Reports” shall mean those environmental reports and studies relating to the Land as are listed on Exhibit B attached hereto.

          “Escrow Agent” shall have the meaning set forth in Section 2.5(a).

          “Escrow Agreement” shall have the meaning set forth in Section 2.5(b), and shall be in the form attached hereto as Exhibit C.

          “Escrow Funds” shall have the meaning set forth in Section 8.9.

          “Exception Documents” shall have the meaning set forth in Section 4.2.

          “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting to Seller a franchise to operate the Hotel under the Brand.

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          “Existing Management Agreement” shall mean that certain management agreement between the Seller and the Manager for the operation and management of the Hotel.

          “FF&E” shall mean all appliances, machinery, devices, fixtures, appurtenances, equipment, furniture, furnishings and articles of tangible personal property of every kind and nature whatsoever owned by Seller, and located at or used in connection with the ownership, operation or maintenance of the Real Property, but expressly excluding (i) all property owned by Seller or any of its Affiliates not normally located at such Real Property and used, but not exclusively, in connection with the operation of such Real Property, (ii) all items, tangible or intangible, containing proprietary information, (iii) computer software, except to the extent that such software is used in connection with the operation of the Real Property and may be assigned upon assignment of a license to Buyer, which Buyer agrees to assume, (iv) all cash in vending machines and ATMs at the Real Property and in cash accounts in Seller’s or Manager’s name, and (v) such other items as are specifically reserved for herein by Seller. A current list of FF&E is attached hereto as Exhibit D.

          “FF&E Leases” shall mean, to the extent assignable by Seller without default, penalty or payment of a fee or charge, all leases of any FF&E by Seller and other contracts to which Seller is a party permitting the use of any FF&E at the Improvements.

          “Financial Statements” shall have the meaning set forth in Section 3.1(b).

          “Franchisor” shall mean Embassy Suites Franchise LLC.

          “Hotel Contracts” shall have the meaning set forth in Section 10.2(d).

          “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related facilities.

          “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i).

          “Initial Deposit” shall have the meaning set forth in Section 2.5(a).

          “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights, mineral rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto.

          “Leases” shall mean, to the extent assignable by Seller, all leases and occupancy agreements, if any, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, concessionaires or other entities thereunder.

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          “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

          “Licenses” shall mean, to the extent assignable by Seller without default, penalty or the payment of a fee or charge, all permits, licenses, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

          “Liquor Licenses” shall have the meaning set forth in Section 8.9.

          “Manager” shall mean White Lodging Services Corporation, an Indiana corporation.

          “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

          “New Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date, the form of which is attached hereto as Exhibit E.

          “Other Contracts” shall have the meaning set forth in Section 9.1.

          “Other Properties” shall have the meaning set forth in Section 9.1.

          “Pending Claims” shall have the meaning set forth in Section 7.1(e).

          “Permitted Exceptions” shall have the meaning set forth in Section 4.3.

          “Personal Property” shall mean, collectively, all of the Property other than the Real Property.

          “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any.

          “Post-Closing Agreement” shall have the meaning set forth in Section 8.9 and shall be in the form attached hereto as Exhibit F.

          “Property” shall mean, collectively, (i) all of the following with respect to the Hotel: the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Construction Plans, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of Seller related to any of the foregoing and (ii) any and all of the following, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, Tradenames, Construction Plans and FF&E Lease.

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          “Purchase Price” shall have the meaning set forth in Section 2.2.

          “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel.

          “Records” shall mean, to the extent the same are transferable or assignable, all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

          “Review Period” shall have the meaning set forth in Section 3.1.

          “SEC” shall have the meaning set forth in Section 8.6.

          “Seller’s knowledge” shall mean the actual (and not constructive or imputed) knowledge of Lawrence E. Burnell or Deno Yiankes.

          “Seller Liens” shall have the meaning set forth in Section 4.3.

          “Seller Parties” shall have the meaning set forth in Section 7.1(e).

          “Service Contracts” shall mean, to the extent the same are transferable or assignable without default, penalty or the payment of a fee or charge, all maintenance, supply, service or utility contracts or agreements in effect as of the Closing Date.

          “Supplies” shall mean all merchandise, supplies, inventory and other items owned by Seller and used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) that may legally be transferred and assigned, inventory (opened or unopened), office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools,

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indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas.

          “Survey” shall have the meaning set forth in Section 4.1.

          “Third Party Consents” shall have the meaning set forth in Section 8.3.

          “Title Commitment” shall have the meaning set forth in Section 4.2.

          “Title Company” shall have the meaning set forth in Section 4.2.

          “Title Policy” shall have the meaning set forth in Section 4.2.

          “Title Review Period” shall have the meaning set forth in Section 4.3.

          “Tradenames” shall mean, to the extent assignable or transferable without default, penalty or the payment of a fee or charge, all of Seller’s interest in any telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise or license is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer if assignable without default, penalty or the payment of a fee or charge).

          “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Seller shall be responsible for any requests or documents to transfer the Utility Reservations, at Seller’s sole cost and expense.

          “Warranties” shall mean, to the assignable or transferable without default, penalty, voiding or payment of a fee or charge, all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto and available as of Closing.

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ARTICLE II
PURCHASE AND SALE; PURCHASE PRICE; PAYMENT;
EARNEST MONEY DEPOSIT

          2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, franchises (other than any hotel franchises assumed by Buyer), security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encumbrances, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions.

          2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of TWENTY-ONE MILLION EIGHT HUNDRED THOUSAND and No/100 Dollars ($21,800,000.00) (the “Purchase Price”).

          2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws.

          2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit, to the extent that Buyer elects to have it applied against the Purchase Price (as provided below), less the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer and the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9.

          2.5 Earnest Money Deposit.

                    (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall, prior to the expiration of the Review Period, deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.”

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                    (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes; provided, however, to the extent that Buyer instructs the Escrow Agent to apply the Earnest Money Deposit toward the Purchase Price in accordance with Section 2.4, interest shall be deemed to have accrued to the benefit of Buyer and be reportable by Buyer for income tax purposes.

ARTICLE III
REVIEW PERIOD

          3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is forty-five (45) days after the date of this Contract, unless a longer period of time is otherwise provided for in this Contract (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property. Within five (5) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver, or cause the Manager to deliver to Buyer to the extent the same are in the possession or control of Seller for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof:

                    (a) All Warranties and Licenses relating to the Hotel or any part thereof;

                    (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party and in Seller’s possession or control that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

                    (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year;

                    (d) All Construction Plans (regardless of whether the same can be transferred or assigned), the most recent title policies, reports or commitments, current zoning information and marketing and economic data relating to the Hotel and the construction thereof, as well as copies of the most recent environmental reports, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Construction Plans relating to or affecting the Hotel.

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                    (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith;

                    (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected.

                    (g) Any other information described on Schedule 3.1 attached hereto.

          Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is in the possession and control of Seller and relevant to the management, operation, use, occupancy or leasing of or title to the applicable Hotel and the plans specifications for development of the Hotel. Notwithstanding any contrary provision of this Contract, such materials shall, at Seller’s election, be placed in an e-room to which Buyer shall have secured access and subject to the provisions of Section 16.6.

          At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. Upon Buyer’s election to terminate this Contract in accordance to this or any other provision herein, upon the request of Seller and reimbursement to Buyer for the cost thereof, Buyer shall deliver to Manager copies of all third-party reports and studies obtained by Buyer and relating to the Property. All such reports and studies shall be delivered by Buyer without representation or warranty as to accuracy.

          3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times and after providing reasonable notice to Seller for the purposes of reviewing all Records except such materials that are available in the e-room, and other reasonably requested data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property (the “Due Diligence Examination”). Seller shall have the right to have its designated representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property. Prior to such inspections, Buyer and its representatives shall be covered by a policy of insurance (which may be a master or umbrella policy) insuring Buyer, Buyer’s agents, Manager and Seller, against any and all liability arising out of Buyer’s or Buyer’s agents’ entry upon and inspection of

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the Property, including, without limitation, any loss or damage to the Property, with coverage in the amount of not less than Two Million Dollars ($2,000,000) per occurrence. All policies of insurance shall name Manager and Seller as additional insureds and shall be primary, for occurrences related to entry on the Property by Buyer and its agents. Buyer shall provide a certificate of such insurance coverage to Manager.

          3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence Examination. To the extent that, in connection with its investigations, Buyer or its agents, representatives or contractors, damages or disturbs the Property, Buyer shall be responsible for returning the same to substantially the same condition that existed immediately prior to such damage or disturbance. To the extent that Seller elects, in its sole discretion, to undertake the restoration of the Property damaged by Buyer or its agents, representatives or contractors, Buyer shall reimburse Seller for the reasonable costs of such restoration provided that Seller has notified Buyer of the actions proposed to be taken by Seller and the anticipated cost thereof prior to Seller commencing such restoration. The preceding sentence notwithstanding, Seller shall have no obligation to notify Buyer (and Buyer shall not be relieved of its obligation to reimburse Seller) prior to undertaking restoration of a Property if Seller determines, in its reasonable judgment, that immediate remediation is or may be required to prevent injury to persons or the Property. In addition, Buyer shall indemnify, defend and hold harmless Seller and Manager from and against any and all expense, loss or damage (including, without limitation, reasonable attorneys’ fees) which Seller (as owner of the Property) or Manager (as manager) may incur as a result of any act or omission of Buyer or its agents in connection with any such inspections. The foregoing indemnification agreement shall survive the termination of this Contract or the Closing hereunder, as applicable, for a period of one year.

          3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, D, G, H, and I. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and the Earnest Money Deposit shall be returned to Buyer and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

ARTICLE IV
SURVEY AND TITLE APPROVAL

          4.1 Survey. Seller has delivered to Buyer copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. In the event that Buyer shall arrange for the preparation of any survey for the Real Property, Buyer agrees to instruct the surveyor preparing such survey to deliver copies to (i) Ann Bowman at the address provided in Article XV and (ii) Anne-Therese Bechamps, at Venable LLP, 210 Allegheny Avenue, Towson, Maryland 21204, atbechamps@venable.com.

          4.2 Title. Seller has delivered to Buyer its existing title insurance policy, for its Real Property. During the Review Period, Buyer shall have obtained at its sole cost and expense (i) a

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title commitment (the “Title Commitment”) issued by Chicago Title Company, Attn: Debby Moore, 5501 LBJ Freeway, Ste. 200, Dallas, Texas 75240 (the “Title Company”) for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property; and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain, at its sole cost and expense, for the Real Property an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, (collectively, the “Title Policy”) consistent in all material respects with the Title Commitment. Buyer agrees to instruct the Title Company to deliver copies of the Title Commitment and Exception Documents to (i) Ann Bowman and (ii) Anne-Therese Bechamps as provided in Section 4.1.

          4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5^th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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ARTICLE V
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT

                    (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement.

                    (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure).

                    (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

ARTICLE VI
BROKERS

          Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:

                    (a) Authority; No Conflicts. Seller is a corporation duly formed, validly existing and in good standing in the State of Nebraska. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit G, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any violation of, or default

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under, or acceleration of, any obligation under any articles of organization, limited liability company agreement or regulations, or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, or to the Hotel, except as set forth in Exhibit G.

                    (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations).

                    (c) Bankruptcy. Neither Seller, nor, to Seller’s knowledge, any of its members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit H. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller (other than that of the Manager) used in connection with the operation and business of the Hotel. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit H or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

                    (e) Pending Claims. There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

                    (f) Environmental. Seller has received no written notice that the Real Property is in violation of any Federal, State or local laws governing the storage, release or

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disposal of any hazardous waste, contaminants, oil, radioactive or other hazardous material on the Real Property, or any portion thereof; and to Seller’s knowledge, except as otherwise disclosed in the Environmental Reports included on Exhibit B hereto, copies of which shall be made available to Buyer, the Real Property is free from any such hazardous waste, contaminants, oil, radioactive and other hazardous materials, except for amounts of any such materials as are reasonably necessary for the maintenance, repair and operation of the Hotel on the Real Property and which are stored, maintained and used in accordance with applicable law.

                    (g) Title and Liens. Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.

                    (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid.

                    (i) Licenses, Permits and Approvals. Except as set forth on Exhibit I attached hereto, Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. To Seller’s knowledge, (i) Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and (ii) each applicable license and permit is in full force and effect, and will, if assignable or transferable as provided in this Contract, be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge, requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit G.

                    (j) Financial Statements. Seller has delivered copies of all material (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and (iii) monthly financial statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements in connection with its ownership and operation of the Hotel, and there are no independent audits or financial

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statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements prepared by or on behalf of the Manager.

                    (k) Employees. All employees employed at the Hotel are the employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel.

                    (l) Operations. The Hotel has at all times been operated by Manager in substantial compliance with all applicable laws, rules, regulations, ordinances and codes.

                    (m) Construction of Hotel.

                              (i) To Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments except as noted on the Survey and in accordance in all material respects with the Construction Plans. To Seller’s knowledge, the Hotel has received all building permits and certificates of occupancy necessary for the operation thereof, and is in compliance with applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes.

                              (ii) To the best of Seller’s knowledge, the Personal Property is in good condition and operating order.

                    (n) Liability for Breach of Seller Representations. Buyer shall give written notice to Seller if it determines that Seller has breached any representation or warranty made in this Section 7.1. If, as a consequence of such breach, Buyer shall have suffered a loss or incurred damages, then Seller shall be liable to Buyer for payment of such damages. The preceding sentence notwithstanding, in no event shall the liability of Seller with respect to breaches of any representations or warranties made in this Section 7.1 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (o) Disclaimer of Express or Implied Representations. Except as otherwise expressly provided in this Contract, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property.

          7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants:

                    (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received during the Review Period all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer.

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                    (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

                    (c) Buyer’s Independent Investigations. Pursuant to the terms of this Contract, Seller has agreed to give Buyer the opportunity to investigate all physical aspects of the Property, and to make all such independent inspections and/or investigations of the Property, as Buyer deems necessary or desirable. Buyer acknowledges that it has entered into this Contract with the intention of making and relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property.

                    (d) No Reliance. SUBJECT ONLY TO THE EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN MADE BY SELLER FOR THE BENEFIT OF BUYER: IN ENTERING INTO THIS CONTRACT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER OR ANYONE (INCLUDING MANAGER) ACTING FOR OR ON BEHALF OF SELLER; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS CONTRACT BY SELLER, BUYER ACKNOWLEDGES THAT THE PROPERTY WILL BE ACQUIRED BY BUYER IN ITS “AS IS” CONDITION, WITH ALL FAULTS.

                    (e) Liability for Breach of Buyer Representations. Seller shall give written notice to Buyer if it determines that Buyer has breached any representation or warranty made in this Section 7.2. If, as a consequence of such breach, Seller shall have suffered a loss or incurred damages, then Buyer shall be liable to Seller for payment of damages. The preceding sentence notwithstanding, in no event shall the liability of Buyer with respect to breaches of any representations or warranties made in this Section 7.2 exceed, in the aggregate, the sum of ten percent (10%) of the Purchase Price.

                    (f) Seller Representations Deemed Waived. To the extent that Buyer has actual (not imputed or constructive) knowledge, prior to Closing, that any of Seller’s representations or warranties are inaccurate, untrue, or incorrect and Buyer proceeds to close hereunder, then such misrepresentation or breach of warranty shall be deemed waived by Buyer.

          7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. The representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by the Deed.

ARTICLE VIII
ADDITIONAL COVENANTS

          8.1 Subsequent Developments. After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s

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representations or warranties contained in this Contract to be no longer accurate in any material respect.

          8.2 Operations. From and after the date hereof through the Closing on the Property, Seller shall substantially comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the terms of such agreements:

                    (a) Continue to maintain the Property generally in accordance with prudent business practices and pursuant to and in substantial compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses;

                    (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Construction Plans, the Warranties and all other applicable contractual arrangements relating to the Hotel;

                    (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel;

                    (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel;

                    (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false;

                    (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties, covenants or agreements of Seller contained in this Contract;

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                    (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all material federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel;

                    (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Property or any portion thereof except agreements with guests in the ordinary course of business; and

                    (i) Except as described in this Contract, not allow any permit, receipt, license, franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated.

          Neither Seller nor Manager shall, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel other than agreements with guests in the ordinary course of business, or extend any existing agreements, unless such agreements (x) can be terminated, without payment or penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date.

          8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

          8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of the Manager, the following persons on the Hotel staff and the Manager’s staff: the general manager, the director of sales, and the director of engineering, at any time before Closing and in the presence of a Seller-designated representative. Buyer covenants and agrees that it shall not interfere with the operations of the Hotel while engaging in such communications, and further agrees that no such communications shall materially or adversely affect the operation of the Property or the Existing Management Agreements.

          8.5 Estoppel Certificates. If requested in writing by Buyer not less than twenty (20) days prior to Closing, Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective occupants or guests of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller, and deliver to Buyer not less than five (5) days before the Closing.

          8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the

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Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing with respect to the transaction contemplated by this Contract and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

          8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.

          8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein:

                    (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws;

                              (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract;

                              (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and

                              (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

                    (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify,

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defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:

                              (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract, subject, however, to the applicable provisions in Section 7.1 and 7.2 of this Contract;

                              (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and

                              (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.

                    (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

                              (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay.

                              (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing twenty (20) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within twenty (20) days of notice from such Indemnified Party provided above.

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                              (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be unreasonably adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting such defense.

                              (iv) In any Legal Action initiated by a third party and defended by the Indemnifying Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party reasonably informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action.

                              (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief if the party affected thereby reasonably believes such settlement could establish a custom or precedent which will be adverse to the best interests of its continuing business.

          8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller agrees that Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement in the form attached hereto as Exhibit F (the “Post-Closing Agreement”). Buyer and Seller agree that six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand and No/100 Dollars ($100,000.00). If no claims have been asserted by Buyer against Seller, or all such claims have

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been satisfied, within such 1-year period, the Escrow Funds deposited by Seller, together with interest thereon, shall be released to Seller.

          8.10 Liquor Licenses. To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

ARTICLE IX
CONDITIONS FOR CLOSING

          9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to terminate this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to terminate this Contract, in which case the Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

                    (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

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                    (b) Buyer shall have received all of the instruments and conveyances listed in Section 10.2.

                    (c) Seller shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder.

                    (d) Third Party Consents in form and substance reasonably satisfactory to Buyer shall have been obtained and furnished to Buyer.

                    (e) The Existing Franchise Agreement shall have been terminated.

                    (f) The Existing Management Agreement shall have been terminated and Buyer and the Manager shall have executed and delivered the New Management Agreement consistent with the form attached hereto as Exhibit E.

                    (g) Buyer and Franchisor shall have executed (or Franchisor has unconditionally committed to execute) the New Franchise Agreement.

                    (h) Seller shall have complied, in all material respects, with its obligations under the thirteen (13) other purchase contracts (“Other Contracts”), each of even date herewith and all of which are more particularly described on Exhibit K hereto; and Seller shall be unconditionally prepared to close on the sale of the hotel properties described in the Other Contracts (“Other Properties”) simultaneously with Closing on the Property.

          9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to terminate this Contract, in which case the remaining Earnest Money Deposit shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

                    (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.

                    (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3.

                    (c) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

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                    (d) Buyer shall have complied, in all material respects, with its obligations under the Other Contracts; and Buyer shall be unconditionally prepared to close on the acquisition of the Other Properties simultaneously with Closing on the Property.

                    (e) To the extent required under the Existing Franchise Agreement, Franchisor shall have consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated.

ARTICLE X
CLOSING AND CONVEYANCE

          10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property (“Closing Date”) shall occur on a date selected by Buyer and agreed upon by Seller that is the later of (a) fifteen (15) business days after expiration of the Review Period or (b) the date Buyer receives the New Franchise Agreement executed by the Franchisor, provided in either case that all conditions to Closing hereunder have been satisfied. The foregoing provisions of this Section 10.1 notwithstanding, the Closing Date shall not be later than December 15, 2010. The Closing shall be held via escrow at the offices of the Title Company, or as otherwise determined by Buyer and Seller.

          10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the documents and materials set forth in (a) through (l) below. All instruments shall be properly executed and conveyance instruments shall be acknowledged and in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to the conclusion of the Review Period):

                    (a) Deed. A Special Warranty deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the “Deed”).

                    (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel if allowed by law).

                    (c) Existing Management and Franchise Agreements. Evidence, reasonably satisfactory to Buyer, that the Existing Management Agreement has been terminated and the Existing Franchise Agreement has been terminated.

                    (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit H. The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Construction Plans and all other intangible Personal Property applicable to the Hotel. The assignments shall contain cross-indemnities by Buyer and Seller for their respective periods of ownership.

                    (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and an IRS Form 1099.

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                    (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents reasonably required by the Title Company as a condition to issuance of the Owner’s Title Policy.

                    (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.

                    (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

                    (i) Authority Documents. Certified copy of resolutions of the Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the State in which Seller was formed.

                    (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, the Construction Plans, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts.

                    (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date.

          10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

                    (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4.

                    (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so.

                    (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title

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Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel.

                    (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

ARTICLE XI
COSTS

          All Closing costs shall be paid as set forth below:

          11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer, mansion, excise, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property pursuant to the Bill of Sale, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreement as provided in Article V. Seller shall also be responsible for any costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering all or any portion of the Property.

          11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for the fees for and all costs associated with the performance of the PIP, all costs incurred in performing due diligence and securing financing to complete the transaction, including without limitation: (i) appraisals; (ii) fees and costs paid to any lender in connection with obtaining financing for the Property; (iii) fees, charges or costs to record any mortgages or deeds of trust to secure Buyer’s obligations to any lender; and (iv) fees or charges paid or payable to the Title Company to secure a mortgagee title policy.

ARTICLE XII
ADJUSTMENTS

          12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the eve of the Closing Date (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the

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income and expenses accruing on and after the Cutoff Time being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. Buyer and Seller agree that Manager shall determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time.

                    (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. Until final tax bills that cover the entire year during which Closing occurred (such that tax liability can reasonably be determined), Seller’s obligation to pay its share of taxes shall continue.

                    (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto. Charges accruing prior to the Closing Date shall be allocated to Seller and charges accruing after Closing Date shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by (or assigned for the benefit of) Buyer at Closing.

                    (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time.

                    (d) Accounts. All working capital accounts, reserve accounts and escrow accounts of any nature shall remain the property of Seller.

                    (e) Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. Seller shall receive a credit for all guest ledger receivables, net of credit card commissions, for all room nights and other charges up to but not including the room night during which the Cutoff Time occurs.

                    (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall be split 50/50 between Buyer and Seller.

                    (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer.

                    (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time

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shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

                    (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

                    (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant, banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing.

                    (k) Inventories. No adjustment shall be made for any merchandise, food or beverages held for sale at the Property, all of which shall be included in the Purchase Price. The preceding sentence notwithstanding, merchandise, food and beverages that are owned by third-party tenants do not convey.

          12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date; provided, however, failure to make a final determination within such period shall not relieve the parties of the obligation to make a final determination nor shall it relieve any party of the obligation to pay the other any true-up amounts owed. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

          12.3 Employees. None of the employees of the Hotel shall become employees of Buyer, as of the Closing Date; instead, such employees shall become employees of the Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be

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made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement.

ARTICLE XIII
CASUALTY AND CONDEMNATION

          13.1 Risk of Loss; Notice. Prior to Closing, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

          13.2 Buyer’s Termination Right. If, prior to Closing (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money Deposit shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in value.

          13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.

ARTICLE XIV
DEFAULT REMEDIES

          14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller, then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close,

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and except as otherwise expressly provided herein, both Buyer and Seller shall thereupon be released from all obligations hereunder.

          14.2 Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.

          14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses.

ARTICLE XV
NOTICES

          All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by fax, when the fax is transmitted to the party’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If to Buyer:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Justin Knight Fax No.: (804) 344-8129
with a copy to:	Apple Nine Hospitality Ownership, Inc. 814 E. Main Street Richmond, Virginia 23219 Attention: Legal Dept. Fax No.: (804) 727-6349

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If to Seller:	c/o White Lodging Services Corporation 1000 E. 80th Place Suite 600 North Merrillville, Indiana 46410 Attention: Deno Yiankes Fax No.: (219) 685-6114
with a copy to:	Carol Ann Bowman 1000 East 80th Place, Suite 700 North Merrillville, Indiana 46410 Fax No.: (219) 680-4226 and to: M. Jay Yurow Venable LLP 8010 Towers Crescent Drive Suite 300 Vienna, Virginia 22182 Fax No. (703) 821-8949

          Addresses may be changed by the parties hereto by written notice in accordance with this Section.

ARTICLE XVI
MISCELLANEOUS

          16.1 Performance. Time is of the essence in the performance and satisfaction of each and every obligation and condition of this Contract.

          16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the benefit of each of the parties hereto, their respective successors and assigns.

          16.3 Entire Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

          16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in accordance with the laws of the jurisdiction in which the Hotel is located (without regard to conflicts of law principles).

          16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract.

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          16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. In addition, Buyer agrees that all materials placed in the e-room and otherwise made available for review by Buyer and its consultants and agents shall be handled and treated in a confidential manner; provided, however, that the forgoing provisions shall not be deemed to limit Buyer’s right to disclose the details of the transaction contemplated hereby or to share the materials made available by Seller to Buyer with its legal and financial advisors.

          16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to expiration of the Review Period.

          16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement.

          16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract.

          16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require.

          16.11 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder.

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          16.12 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract.

          16.13 Relationship. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or joint venture between the parties hereto, it being understood and agreed that (except as and to the extent specifically provided for herein) no provision contained herein, nor any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of seller and purchaser.

          16.14 Like-Kind Exchange. Seller shall have the right to structure its transfer of the Property as part of a like-kind exchange to be designated by Seller (including the ability to have title taken in the name of an entity established in order to effectuate such exchange), by providing Buyer with notice of such exchange by not later than ten (10) days prior to the Closing Date (with any documents to be reviewed by Buyer in connection therewith to be submitted to Buyer by not later than five (5) days prior to the Closing Date), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer shall cooperate with a Seller in effecting such exchange (such cooperation to be limited to the review and execution of an assignment to a qualified exchange intermediary and other reasonable requests of Seller and expressly to exclude any arrangement to provide for installment sale treatment), provided that: (i) any costs and expenses incurred by Buyer as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller, (ii) Seller shall indemnify and hold harmless Buyer from and against any and all liabilities, costs, damages, claims or demands arising from the cooperation of Buyer in effecting the exchange contemplated hereby, including, but not limited to, Buyer’s reasonable attorneys’ fees; and (iii) such exchange shall not result in any delay in Closing the transaction described in this Contract.

[Signatures Begin on Following Page]

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

SELLER:
WHITECO INDUSTRIES, INC., a Nebraska corporation
By:	/s/ Carol Ann Bowman
	Carol Ann Bowman, Secretary

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          IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and Seller.

BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation
By:	/s/ Justin G. Knight
Name:	Justin G. Knight
Title:	President

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EXHIBIT A

LEGAL DESCRIPTION OF LAND

Lot 2, PALM RIVER HOTEL SITE, a plat recorded in Plat Book 115, Page 147 of the Public Records of Hillsborough County, Florida.

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EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I Environmental Site Assessment, Dated August 20, 1993, Prepared by ATEC Associates, Inc. for Whiteco Industries, Inc.

Limited Contamination Assessment Report, Dated December 6, 1993, Prepared by Law Environmental, Inc. for Tampa I-75 Limited Partnership.

Contamination Assessment Report Review, Dated December 16, 1993, prepared by Environmental Protection Commission of Hillsborough County for Law Environmental, Inc.

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EXHIBIT C

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (this “Agreement”) made the ___ day of _______, 2010 by and among _____________________, a ___________ ________________ (“Seller”), APPLE NINE HOSPITALITY OWNERSHIP, INC. a Virginia corporation, or its assigns (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 2.5 of that certain Purchase Contract dated _______ ___, 2010 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

          WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

                    1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit in a federally-insured interest-bearing account in a national banking association or such other institution as Buyer and Seller may approve. Escrow Agent further acknowledges that all interest accruing on the Deposit shall be paid to the party entitled to the Deposit under the terms of the Contract.

                    2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow Agent’s possession pursuant to this Agreement.

                    3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1.

                    B. If, at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or

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applicable portion thereof to Buyer (the “Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have three (3) business days after receipt of the copy of Buyer’s Notice to deliver written notice to Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction.

                    C. If, at any time after the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract, and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.

          4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

                    B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance

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affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with clause (B) below, in each case, without liability or responsibility.

                    B. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

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(i)	If addressed to Seller to:
	c/o White Lodging Services Corporation
	1000 E. 80th St.
	Suite 700 North
	Merrillville, Indiana 46410
	Attention: Ann Bowman
	Fax No.: (219) 680-4226
(ii)	If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn:
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 E. Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
(iii)	If addressed to Escrow Agent, to:
	Chicago Title Company
	5501 LBJ Freeway, Suite 200
	Dallas, Texas 75240
	Attn: Debby Moore
	Fax No.: (214) 570-0210

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

          8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          9. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns.

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          IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

SELLER:

By:

Name:

Title:

BUYER:

APPLE NINE HOSPITALITY OWNERSHIP, INC.

By:

Name:

Title:

ESCROW AGENT:

CHICAGO TITLE COMPANY

By:

Name:

Title:

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EXHIBIT D

LIST OF FF&E

DESCRIPTION

Carpet and Pad

Drapery

Exercise Equipment

Exterior Signage

Furniture

Guestroom Microwaves

Guestroom Refrigerators

Ice Machines

Interior Signage

Kitchen Equipment

Lamps

Laundry Equipment

Point of Sale System

Property Management
System

Shutters

Sound System

Telephone/Internet

Televisions

Wall Vinyl

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EXHIBIT E

FORM OF NEW MANAGEMENT AGREEMENT

          N/A

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EXHIBIT F

POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this “Agreement”) is executed effective as of ________________________ (the “Effective Date”), by and among ______________________ (“Seller”), _____________________________________ (“Buyer”), and CHICAGO TITLE COMPANY (“Escrow Agent”).

R E C I T A L S

          WHEREAS, pursuant to the provisions of Section 8.9 of that certain Purchase Contract dated as of _____________________ between Seller and Buyer (as amended, the “Contract”), as assigned to Buyer pursuant to that certain Assignment of Contract dated of even date herewith, Buyer and Seller have requested that Escrow Agent hold in escrow the Escrow Funds (as defined in the Contract) in the amount of Two Hundred Thousand Dollars ($200,000.00) in accordance with the provisions, upon the terms and subject to the conditions of this Agreement; and

          WHEREAS, the Escrow Funds are being delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Contract.

          2. Appointment of Escrow Agent. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and Escrow Agent agrees to act as escrow agent hereunder in accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall invest the Escrow Funds as directed by Seller, provided such investments are reasonably acceptable to Buyer, and interest earned thereon shall constitute part of the Escrow Funds.

          3. Escrow Funds. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Escrow Funds, Escrow Agent shall keep the Escrow Funds in Escrow Agent’s possession pursuant to this Agreement for a period of one (1) year from and after the Closing Date (the “Escrow Term”) to provide for timely payment of claims made after Closing by Buyer for indemnification, reimbursement, damages or other amounts payable by Seller or for the performance of any of Seller’s obligations (each, a “Claim”) pursuant to the terms of the Contract or this Agreement, including without limitation all indemnification obligations of Seller to Buyer pursuant to Section 8.8 of the Contract. The forgoing provisions of this Section 3 and the Recitals notwithstanding, Seller and Buyer agree that on the date that is six (6) months after the Closing Date, the Escrowed Funds shall be reduced to One Hundred Thousand Dollars ($100,000.00), and Escrow Agent is hereby instructed to pay the amount of Escrowed Funds in

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excess of One Hundred Thousand Dollars ($100,000.00) to Seller on the date that is six (6) months after the Closing Date.

          4. Claims. Upon the determination by Buyer of the amount for which a Claim will be made, Buyer shall send notice of such Claim (stating the amount claimed) to the Escrow Agent and Seller. If Seller does not give written notice to the Escrow Agent and Buyer of its intent to dispute the Claim or the amount claimed within five (5) business days of the date Seller receives, pursuant to Section 8 below, Buyer’s notice of Claim, Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount specified in Buyer’s notice. If Seller disputes the Claim within the five (5) business day period and Buyer and Seller are unable to settle the dispute, Buyer and Seller shall petition a court of competent jurisdiction for a resolution of the dispute. Seller and Buyer shall each pay their respective costs incurred in any such court proceedings and shall bear equally the expenses of the Escrow Agent in connection therewith. If Buyer and Seller fail to bring such petition within thirty (30) days after the notice of dispute of claim is received, Escrow Agent may, but is not required, to bring such a petition. In any such action, all parties hereto agree to waive any right to a trial by jury. After settlement or final determination of any dispute relating to a Claim, the Escrow Agent shall immediately pay to Buyer from the Escrow Funds the amount, if any, determined to be payable to Buyer. Payment of any Escrow Funds to Buyer shall not discharge Seller’s obligations under the Contract unless and until all of Buyer’s Claims are paid, discharged and satisfied in full. Seller shall be and remain liable to Buyer for, and shall pay to Buyer the full amount of, all such Claims notwithstanding that the Escrow Funds may be insufficient to pay the same in full, and Seller shall immediately pay to Buyer the amount of any deficiency to satisfy in full the amount of each Claim. Unless otherwise provided herein, if (i) Buyer has not sent any notice of a Claim during the Escrow Term or (ii) (x) all Claims of Buyer have been fully paid, discharged and satisfied to Buyer’s satisfaction during the Escrow Term and (y) a court of competent jurisdiction has resolved any disputes brought before it by Buyer and Seller (or Escrow Agent on its own) and all orders of such court have been complied with, the amount of Escrow Funds remaining with Escrow Agent at the expiration of the Escrow Term, together with any interest accrued thereon, shall (subject to the terms of this Agreement) be promptly returned to Seller by Escrow Agent; provided, however, the return of any Escrow Funds not shall terminate or relieve Seller of its unsatisfied post-closing obligations, if any, to Buyer under the Contract.

          5. Reliance by Escrow Agent. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by and of the parties hereto or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.

          6. Liabilities of Escrow Agent.

                    a. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence. Escrow Agent shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.

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                    b. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the parties hereto jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost, liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent.

                    c. Escrow Agent shall not be bound or in any way affected by any notice of any modification or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing.

          7. Resignation or Termination of Escrow Agent.

                    a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.

                    b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.

          8. Notices. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the copy of the

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notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged:

If addressed to Seller, to:
	c/o White Lodging Services Corporation
	701 East 83rd Avenue
	Merrillville, Indiana 46410
	Attn: Lawrence E. Burnell
	Chief Operating Officer
	Fax No.: (219) 685-6114
	With a copy to:
	Carol Ann Bowman
	1000 East 80th Place, Suite 700 North
	Merrillville, Indiana 46410
	Fax No.: (210) 680-4226
If addressed to Buyer, to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Justin Knight
	Fax No.: (804) 344-8129
	with a copy to:
	Apple Nine Hospitality Ownership, Inc.
	814 East Main Street
	Richmond, Virginia 23219
	Attn: Legal Dept.
	Fax No.: (804) 727-6349
If addressed to Escrow Agent, to:

or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the party to whom addressed.

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          9. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which, together, shall constitute one and the same Agreement.

          10. Binding Effect; Assignment; Amendments; Survival. The covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of each of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written modification executed by Buyer and Seller. This Agreement shall survive Closing of the sale of the Property and delivery of the Deed and shall not be in limitation or in lieu of, the other rights and remedies available to Buyer under the Contract.

[Signatures on Next Page]

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          IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

SELLER:
	By:
	Name:
	Title:
BUYER:
APPLE NINE HOSPITALITY OWNERSHIP, INC.
	By:
	Name:
	Title:
ESCROW AGENT:
CHICAGO TITLE COMPANY
	By:
	Name:
	Title:

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EXHIBIT G

CONSENTS AND APPROVALS

A. Consents Under Hotel Contracts¹

Lodgenet Entertainment Corporation (relating to the 6/6/2007 agreement shown on Exhibit H)

B. Governmental Approvals and Consents

State of Florida Department of Business and Professional Regulation – Division of Alcoholic Beverages and Tobacco (Retailer of Alcoholic Beverages)

¹A number of the agreements identified on Exhibit H are in the name of the Manager. Some of these agreements take the form of “Master Agreements” affecting multiple properties, including the Hotel. Other agreements are specifically applicable to the Hotel (together with the Master Agreements, “Manager Agreements”). Given that Manager will continue as manager of the Hotel after Closing, and that the Hotel may remain subject to the Manager Agreements, Seller and Manager will jointly determine (i) whether the Manager Agreements will continue to be effective following Closing without further action on behalf of the Manager, Seller or Buyer and (ii) to the extent consent or approvals are necessary to ensure that the Manager Agreements remain effective, the Seller or Manager, as necessary, will make a good faith effort to obtain the necessary consent or approvals.

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EXHIBIT H

PROPERTY AGREEMENTS

Name	Dated	Between
SESAC Hotel, Motel, and Resort Group Performance License	1/1/2009	White Lodging Services Corporation (master agreement) and SESAC, LLC
Newmarket International, Inc. Software License Agreement	5/30/2002	White Lodging Services Corporation (master agreement) and Newmarket International, Inc.
Commercial Sales Proposal/Agreement	4/4/2007	WPM Construction, LLC and ADT Security Services, Inc.
Standard Elevator/Escalator Maintenance Contract	8/30/2008	Embassy Suites White Lodging and Schindler Elevator Corporation
Services Agreement	1/12/2010	Embassy Suites and TruGreen LandCare, LLC
Hotel Service License Agreement	6/6/2007	Whiteco Industries Inc. and LodgeNet Entertainment Corporation
Hilton High Speed Internet Access Agreement	5/7/2007	Whiteco Industries, Inc. and Hilton Systems Solutions, LLC
Maintenance Agreement	11/7/2007	White Lodging Services and OCE Imagistics
Solid Waste Removal Services Agreement	10/15/2009	White Lodging and Greenleaf Compaction, Inc.
Gas Service Agreement	8/24/2009	Whiteco Industries Inc. and SouthStar Energy Services, LLC

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EXHIBIT I

PENDING CLAIMS OR LITIGATION

Workers Compensation Claim filed by Blanca Texidor on April 1, 2010.

General Liability Claim filed by Marc McAllister on July 20, 2010.

General Liability Claim filed by Robert Maggio on November 19, 2009.

Warning Letter from the Hillsborough County Code Enforcement Department dated August 16, 2010 concerning false alarms.

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EXHIBIT J

LIQUOR LICENSE MANAGEMENT AGREEMENT

          THIS LIQUOR LICENSE MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 2010, by and between ____________________ (“Licensee”), _________________________ (“Owner”), and _________________________ (“Lessee”).

W I T N E S S E T H:

          WHEREAS, Owner is acquiring the Hotel located at __________________ and the related facilities (“Hotel”), and leasing the Hotel to Lessee;

          WHEREAS, Licensee is the holder of a liquor license (“License”) issued for the Hotel;

          WHEREAS, Lessee and/or its designee intend to obtain a new liquor license in the name of Lessee or its designee, or to effect a transfer of the existing License to Lessee or its designee (“New License”);

          WHEREAS, Owner and Lessee desire that Licensee provide certain services with respect to alcoholic beverage sales and service within the Hotel under the License (“Beverage Operations”) until such time as the New License is issued; and

          WHEREAS, the parties to this Agreement desire to cooperate in making certain that alcoholic beverage sales and service within the Hotel continue in a professional and orderly fashion during the transition of ownership and issuance of the New License.

          NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee, Lessee and Owner hereby agree as follows:

ARTICLE 1
Beverage Operations

          1.1 Appointment. Lessee hereby appoints Licensee, and Licensee hereby accepts the appointment, as the interim manager of the Beverage Operations.

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          1.2 Inventory and Supplies. Lessee, at its expense, shall provide during the Term (as defined below) hereof all operating equipment, fixtures, furnishings and furniture, and supplies, including glassware (“Operating Supplies”) necessary to manage the Beverage Operations in a manner consistent with operating practices during the twelve (12) months preceding the acquisition of the Hotel by Owner and in a professional manner consistent with the management of hotels of a quality and type similar to the Hotel. Licensee shall have the right to use the Operating Supplies in the conduct of providing its services under this Agreement, in its discretion. Lessee shall bear all risk of loss with respect to Operating Supplies.

          1.3 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement (“Term”) shall commence on the date hereof and terminate immediately upon the earlier of (i) the date on which the applicable licensing authority issues the New License, or (ii) one hundred twenty (120) days after the date hereof. Clause (ii) of the preceding sentence notwithstanding, the Term may be extended by Owner or Lessee for one or more additional periods of up to sixty (60) days each upon notice to and consent by Licensee. Licensee agrees that it will not unreasonably withhold, condition or delay its consent to an extension of the Term so long as Lessee or its designee has filed the application and is diligently pursuing the New License.

ARTICLE 2
Revenue and Expenses

          2.1 Revenues and Expenses. All gross revenue and receipts derived from management of the Beverage Operations shall be the exclusive property of Licensee. Said revenues and receipts shall be collected and retained by Licensee, and used to pay the expenses of operations in accordance with Section 2.2 below.

          2.2 Licensee Expenses. During the Term, Licensee shall not be responsible for any expenses incurred in connection with Beverage Operations including, but not limited to, all expenses incurred by Licensee to maintain designated personnel at the Hotel pursuant to Section 3.1 hereof.. Licensee shall use the revenues and receipts it collects from Beverage Operations to pay the expenses of Beverage Operations during the Term (including any extension thereof). In the event that the revenues and receipts from Beverage Operations are less than the expenses of Beverage Operations, Lessee shall reimburse Licensee promptly upon demand, for any shortfall. In the event that the revenues and receipts from Beverage Operations exceed the expenses of Beverage Operations, Licensee shall turn over to Lessee the excess promptly at the end of the Term.

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ARTICLE 3
Operations

          3.1 Authority and Duties.

          (a) Licensee will perform or cause to be performed all duties required or desirable in the management and operation of the Beverage Operations to maintain the Beverage Operations in compliance with the laws and regulations of the jurisdiction that issues the License. Licensee’s duties shall include, but not be limited to, the supervision of, and arrangement for, the employment of a sufficient number of adequately trained staff. Licensee shall also make all purchases necessary for the continued Beverage Operations.

          (b) During the Term, Licensee shall supervise all Beverage Operations activities until such time as the New License is issued to Lessee or its designee.

          (c) The Beverage Operations shall be operated according to Licensee’s customary standards and practices and in a lawful manner in compliance with all laws and regulations of the jurisdiction that issues the License. Final decisions regarding: (i) permitted activities, (ii) methods of operation, and (iii) all issues or matters relating to compliance with laws and regulations, shall be made by Licensee in its sole, but reasonable, discretion.

          3.2 Employees. Licensee shall arrange for the employment, direction, control and discharge, as the case may be, of all personnel employed in the Beverage Operations, subject, however, to the terms of the management agreement between White Lodging Services Corporation (“Management Company”) and Lessee for the Hotel (“Management Agreement”). Licensee will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

          3.3 Records. Licensee shall arrange for the keeping of full and adequate books of account and other records reflecting the Beverage Operations.

          3.4 Maintaining License; Assisting Lessee Obtain New License. Licensee shall exercise all commercially reasonable efforts to keep the License in full force and effect throughout the Term. Licensee shall also exercise all commercially reasonable efforts to cooperate with Lessee in Lessee’s efforts to obtain the New License. All costs, charges and expenses incurred by Licensee in connection with maintaining the License and/or assisting Lessee to procure a New License shall be paid pursuant to the provisions of Section 2.2 above.

          3.5 Appointment of Lessee as Agent. Licensee hereby appoints Lessee, and Lessee hereby accepts the appointment, as Licensee’s agent to perform, and Lessee agrees to perform,

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all of Licensee’s obligations and undertakings under Sections 3.1, 3.2, 3.3 and 3.4. Licensee and Lessee acknowledge and agree that Lessee shall have the right to appoint Management Company as its subagent to perform some or all of the obligations of Lessee under Sections 3.1, 3.2, 3.3 and 3.4.

ARTICLE 4
Insurance

          4.1 Maintenance of Insurance.

          (a) During the term of this Agreement, Lessee agrees to maintain, at its sole cost and expense, a policy of general liability insurance, including liquor liability coverage, on an occurrence basis, with liability limits equal to the greater of (i) $1,000,000 per occurrence, and $2,000,000 in the aggregate, or (ii) the amount required by the Management Agreement. Such policies shall name Licensee and Licensee’s employees as additional insureds, shall include coverage for damages arising out of the acts of Licensee and Licensee’s employees, and shall provide that such policy is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Licensee and the employees. Lessee also agrees to maintain such other types of insurance, and in such amounts, as may be required by the Management Agreement.

          (b) The policies of insurance maintained by Lessee shall not be cancelable during the Term.

          4.2 Waiver of Subrogation. Lessee shall cause all policies of insurance maintained pursuant to the terms hereof to provide that the insurance company will have no right to subrogation against Licensee or any of Licensee’s agents or employees or affiliates.

          4.3 Indemnity. Lessee shall indemnify, defend, and hold Licensee and its agents, partners, employees, subsidiaries, parents and affiliates (“Licensee’s Agents”) harmless from any and all liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses (including reasonable attorneys’ fees and expenses) incurred by Licensee’s Agents in connection with this Agreement or the Beverage Operations from and after the date hereof, except for matters that arise due to the gross negligence or willful misconduct of Licensee. Owner and Lessee hereby acknowledge and agree that Licensee shall have no liability for, and the foregoing indemnity shall expressly apply to, without limitation, any liabilities, damages, claims, costs, penalties, citations, enforcement actions, losses, or expenses arising out of the acts or omissions of Owner, Lessee or Management Company, and that the acts and omissions of Owner, Lessee and Management Company shall not be imputed to or upon Licensee, by reason of their status as agent or subagent of Licensee or otherwise. Owner and Lessee hereby waive any claim or defense of imputed liability against Licensee for the act or omissions of Owner,

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Lessee or Management Company. {Note – Modify if White Lodging Services Corporation is the Licensee}

ARTICLE 5
Events of Default, Termination

          5.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

          (a) The failure of any party to pay when due any amount payable to the other party under this Agreement for a period of five (5) days after written notice from the other party that such payment is due and payable; or

          (b) Lessee or Licensee fails to remedy any other breach of its obligations under this Agreement within fifteen (15) days (or such longer time as the other party may in writing allow), after receipt of written notice from the other party.

          5.2 Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies available to the non-defaulting party under this Agreement, at law or in equity, the non-defaulting party may terminate this Agreement upon written notice to the other party and, except as to liabilities or claims which shall have accrued or arisen prior to or on account of such termination, and except as otherwise provided in Section 6.2 hereof, all obligations hereunder shall cease. In any judicial proceeding in which the validity of termination is at issue, neither party will be limited to the reasons for default set forth in any notice sent pursuant to this Agreement.

ARTICLE 6
Miscellaneous

          6.1 Notices. Any notice, statement or demand required to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or delivered by reputable overnight delivery service with proof of delivery or mailed by registered or certified mail, return receipt requested, addressed, if to Licensee, at 1000 East 80^th Place, Suite 600 North, Merrillville, Indiana 46401, Attn: Lawrence E. Burnell, with copies to Carol Ann Bowman, 1000 East 80^th Place, Suite 700 North, Merrillville, Indiana 46410 and M. Jay Yurow, at Venable LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, and, if to Lessee, at _________________________, with a copy to______________________, Attn: ________________________, and, if to Owner, at _________________________, with a copy to ________________________________________, Attn: ____________________, or to such other addresses as Licensee, Lessee or Owner shall designate in the manner herein provided.

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          6.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the end of the Term and the termination of this Agreement. The provisions of Sections 4.2 and 4.3 of this Agreement shall survive the end of the Term and the termination of this Agreement.

          6.3 Partial Invalidity. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered. Nothing in this Agreement shall be considered or construed to grant any rights or obligations other than in accordance with all legal requirements in connection with the sales and services relating to alcoholic beverages.

          6.4 Modifications; Waivers. This Agreement may not be changed, modified or terminated, nor may any provision hereof be waived, except by a writing signed by the party to be charged with any such change, modification, termination or waiver. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

          6.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the jurisdiction that issues the License and the courts of such jurisdiction shall have jurisdiction over any matters arising hereunder. Lessee agrees to comply with all laws and regulations and ordinances of the jurisdiction that issues the License.

          6.6 Assignment. Except as expressly provided in this Agreement, no party hereto may assign or transfer any of its rights or obligations under this Agreement to any other person, firm or company without the written consent of the other parties.

[Signature page follows]

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          IN WITNESS WHEREOF, Licensee, Lessee and Owner have duly executed this Agreement as of the day and year first written above.

LICENSEE:

By:

Name:

Title:

LESSEE:

By:

Name:

Title:

OWNER:

By:

Name:

Title:

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EXHIBIT K

OTHER CONTRACTS

1. Purchase Contract between Mishares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Mishawaka Residence Inn)

2. Purchase Contract between Mettares, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Residence Inn)

3. Purchase Contract between Mettawhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Lake Forest/Mettawa Hilton Garden Inn)

4. Purchase Contract between Parmer Lane Associates III, L.P., as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Hilton Garden Inn)

5. Purchase Contract between Schwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Schaumburg Hilton Garden Inn)

6. Purchase Contract between Etkin White Novi, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Novi Hilton Garden Inn)

7. Purchase Contract between Warriwhite, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Warrenville Hilton Garden Inn)

8. Purchase Contract between Fishspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Indianapolis SpringHill Suites)

9. Purchase Contract between Ausnorth FFIS Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Fairfield Inn & Suites)

10. Purchase Contract between Ausnorth CY Hotel, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Austin Courtyard)

11. Purchase Contract between Happy Valley Res, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Phoenix Courtyard & Phoenix Residence Inn)

12. Purchase Contract between Chanprice, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Chandler Courtyard & Chandler Fairfield Inn & Suites)

13. Purchase Contract between Slicspring, LLC, as Seller, and Apple Nine Hospitality Ownership, Inc., as Buyer, dated September 10, 2010 (Salt Lake City SpringHill Suites)

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EX-21.1

EXHIBIT 21.1

Subsidiaries of
Apple REIT Nine, Inc.
At December 31, 2010

(The state of incorporation or organization of each subsidiary is Virginia, except as noted below)

A. Direct Subsidiaries

Apple Nine Hospitality, Inc.
Apple Nine Residential, Inc.
Apple Nine Ventures, Inc.
Apple Air Holding, LLC (24% Ownership)

B. Indirect Subsidiaries (held through direct subsidiaries or other indirect subsidiaries)

Apple Nine Hospitality Management, Inc.
Apple Nine Hospitality Ownership, Inc.
Apple Nine Ventures Ownership, Inc.
Apple Nine Hospitality Texas Services, Inc.
Apple Nine Hospitality Texas Services II, Inc.
Apple Nine Hospitality Texas Services III, Inc.
Apple Nine Illinois, LLC
Apple Nine Kansas City, LLC
Apple Nine Louisiana, LLC
Apple Nine Malvern Pennsylvania Business Trust*
Apple Nine Missouri, LLC
Apple Nine NC GP, Inc.
Apple Nine NC LP, Inc.
Apple Nine North Carolina, L.P.
Apple Nine Oklahoma, LLC
Apple Nine Pennsylvania, Inc.
Apple Nine Pennsylvania Business Trust *
Apple Nine SPE Allen, Inc.
Apple Nine SPE Austin Arboretum, Inc.
Apple Nine SPE Austin Northwest, Inc.
Apple Nine SPE Bristol, Inc.
Apple Nine SPE Duncanville, Inc.
Apple Nine SPE Irving, Inc.
Apple Nine SPE Kansas City, Inc.
Apple Nine SPE Malvern, Inc.
Apple Nine SPE Rogers, Inc.
Apple Nine SPE Round Rock, Inc.
Apple Nine SPE St. Louis, Inc.
Apple Nine Services Allen, Inc.
Apple Nine Services Austin Arboretum, Inc.
Apple Nine Services Austin Northwest, Inc.
Apple Nine Services Bristol, Inc.
Apple Nine Services Duncanville, Inc.
Apple Nine Services Irving, Inc.
Apple Nine Services Kansas City, Inc.
Apple Nine Services Rogers, Inc.
Apple Nine Services Round Rock, Inc.
Apple Nine Services St. Louis, Inc.
Apple Nine St. Louis, LLC

Sunbelt-CAL, L.L.C. **
Sunbelt-CJT, L.L.C. **
Sunbelt-CTY, L.L.C. **
Sunbelt-GDA, L.L.C. **
Sunbelt-RAG, L.L.C. **
Sunbelt-RHM, L.L.C. **
Sunbelt-RPC, L.L.C. ***

*	State of organization is Pennsylvania.
**	State of organization is Alabama.
***	State of organization is Florida.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-171094) of Apple REIT Nine, Inc. and in the related Prospectus of our reports dated March 11, 2011, with respect to the consolidated financial statements and schedule of Apple REIT Nine, Inc., and the effectiveness of internal control over financial reporting of Apple REIT Nine, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2010.

/s/ ERNST & YOUNG LLP

Richmond, Virginia
March 11, 2011

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Glade M. Knight, certify that:

1. I have reviewed this report on Form 10-K of Apple REIT Nine, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2011

/S/ GLADE M. KNIGHT

Glade M. Knight
Chief Executive Officer
APPLE REIT NINE, INC.

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Bryan Peery, certify that:

1.	I have reviewed this report on Form 10-K of Apple REIT Nine, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: March 11, 2011

/s/ BRYAN PEERY

Bryan Peery
Chief Financial Officer
APPLE REIT NINE, INC.

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Apple REIT Nine, Inc., (the “Company”) on Form 10-K for the year ending December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2)	the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company as of December 31, 2010, and for the period then ended.

/s/ GLADE M. KNIGHT

Glade M. Knight
Chief Executive Officer

/s/ BRYAN PEERY

Bryan Peery
Chief Financial Officer

March 11, 2011