Exhibit
10.28
 PURCHASE AND SALE AGREEMENT
 Agreement Effective Date Seller Purchaser Party Parties
  Hotel
     Definitions
 Accounts Receivable
 Accrued and Earned Sick Pay
 Accrued and Earned Vacation Pay
 Additional Deposit
 Additional Deposit Date
 1




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##### 



Additional Title Matters
 Affiliate
 Agreement
 Allocation
 Amendment
Notice
 Applicable Law
 Beneficiary Statement
 Bookings
 Broker
 Business Day
 Casualty
 Closing
 Closing Date
 Closing Documents
 Closing Escrow
 Code
 Compensation
 2




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##### 



Condemnation
 Confidential Information
 Contracts
 Cut-Off Time
 Deed of Trust
 Due Diligence Contingency
 Due Diligence Period
 Earnest Money
 Earnest Money Escrow
 Earnest Money Escrow Agreement
 Effective Date
 Employees
 Employee Plans
 Employment Agreements
 Employment Transition
 Environmental Claims
 Environmental Laws
 3




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##### 



Environmental Liabilities
 Environmental Report
 Equipment Leases
 Escrow Agent
 Excluded Property
 Existing Loan
 Existing Loan Assumption Agreement
 Existing Loan Assumption Condition
 Existing Loan Amount
 Existing Loan Documents
 Existing Survey
 Express Representations
 F&B
 FF&E
 4




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Governmental Authority
 Ground Lease
 Ground Lease Condition
 Ground Lessor
 Guaranty
 Guest Ledger
 Hazardous Substances
 Hotel
 Improvements
 Indemnification Cap
 Indemnification Claim
 Indemnification Deductible
 Indemnification Loss
 Indemnitee
 Indemnitor
 5




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Initial Deposit
 Inspections
 Intangible Property
 Inventoried Baggage
 Inventoried Safe Deposit Box
 Knowledge
 Land
 Leasehold Interest
 Lender
 Liabilities
 Licenses and Permits
 Losses
 Management Agreement
 Management Agreement Amendment
 6




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Manager
 Manager Proprietary Materials
 Material Casualty
 Material Condemnation
 Mutual Closing Conditions
 Non-Inventoried Safe Deposit Boxes
 Notice
 OFAC
 Operating Agreements
 Order
 Ordinary Course of Business
 Party(ies)
 Permitted Exceptions
 Person
 Personal Property
 Preliminary Report
 Promissory Note
 Property
 Prorations
 Purchase Price
 Purchaser
 Purchaser Closing Conditions
 7




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##### 



Purchaser Default
 Purchaser Indemnitees
 Purchasers Inspectors
 Real Property
 Retail Merchandise
 SEC
 Seller
 Seller Closing Conditions
 Seller Default
 Seller Due Diligence Materials
 Seller Indemnitees
 Sellers Possession
 Sellers Title Notice
 Sellers Title Response Period
 Settlement Statement
 Supplies
 Survival Period
 Taxes
 8




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##### 



Termination Costs
 Tenant Leases
 Title Company
 Title Objections
 Title Policy
 Trade Payables
 Virtual Data Room https://www.rcm1.com/handler/clientvdr.aspx?pv=eohagmlKYFuw9bUERLuwXQjv2xyZHjqpqlxyb34loKk9elubER1aABk321eXwAc
0HYeEq-cWuR26XVJw3ure2VZ2qDoSpSEOrlZ7l2isli-kD6Y5A4gnDJGUgXcsbQw&rand=740011&sv=1
 WARN Act et seq.
  
 Description of the Property Property
 Leasehold Interest Leasehold Interest Schedule 2.1(a) Land
 Improvements Improvements Real Property
 FF&E
 9




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FF&E
 Supplies Supplies
 Food and Beverage F&B
 Retail Merchandise Retail Merchandise
 Management Agreement
 Tenant Leases Tenant Leases
 Equipment Leases Equipment Leases
 Operating Agreements Operating Agreements
 Licenses and Permits
 10




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##### 



Licenses and Permits
 Intangible Property Intangible Property
 Bookings Bookings
 Excluded Property Excluded
Property
 Cash
 Manager Proprietary Property Manager Proprietary Materials
 11




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Proprietary Property
 Third-Party Property
 Management Agreement Payments
   Purchase Price Purchase Price
 Initial Deposit
 Additional Deposit Additional Deposit Date Earnest Money
  12




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Allocation of Purchase Price Allocation
  Earnest Money Exhibit
E Earnest Money Escrow Agreement Earnest Money Escrow
 Disbursement of Earnest Money; Termination of Agreement
 Payment of Purchase Price minus plus minus less
 13




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Due Diligence Contingency Due Diligence Period Due Diligence Contingency
 Due Diligence Inspections Purchasers Inspectors Inspections
 Sellers Due Diligence Materials
 14




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(i)
    
    Copies of the certificate of occupancy,
permits, authorizations, approvals and licenses issued by Governmental
Authorities having jurisdiction over the Property that are in effect as
of the date hereof and copies of all certificates issued by the local
board of fire underwriters (or other body exercising similar functions)
relating to the Property that are in effect as of the date hereof.(ii)
    
    Advance reservations and room bookings for the
Property.(iii)
    
    Copies of the Ground Lease, the Management
Agreement, all Employment Agreements, Operating Agreements (except to
the extent such Operating Agreements are Manager Proprietary
Materials), Tenant Leases and Equipment Leases.(iv)
    
    Financial and operating statements for the
Property for the previous two (2) calendar years and the most recently
prepared year to date.(v)
    
    The operating and capital expenditure budget
for the Property for the current calendar year.(vi)
    
    Copies of the Existing Loan Documents.
   15




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Release and Indemnification
 Compliance with Laws
  (i)
    
    With respect to any activities on or about the
Real Property, Purchaser shall, at its expense, maintain and furnish or
cause Purchasers Inspectors to maintain and furnish evidence of
insurance naming Seller and Manager as additional insureds thereunder,
written through an insurance company licensed to do business in the
State of California having a rating of at least A by A.M. Best
Company, evidencing current workers compensation insurance meeting the
legally mandated limits of coverage as well as commercial general
liability insurance on an occurrence basis with coverage limits of not
less than Two Million Dollars ($2,000,000) combined single limit per
occurrence for personal liability (including bodily injury and death)
and not less than One Million Dollars ($1,000,000) per occurrence, and
Two Million Dollars ($2,000,000) general aggregate for property damage
and with endorsements (copies to be provided to Seller) providing that
such coverages are primary and evidencing contractual liability
insurance that covers Purchasers indemnity obligations under this
Agreement.(ii)
    
    A properly completed certificate of insurance
executed by an authorized representative of the insurer or insurers or
a certified copy of the policy or policies, evidencing compliance with
the above requirements and providing that not less than thirty (30)
days prior written notice will be provided to Seller before any
cancellation of coverage, shall be delivered to Seller prior to entry
upon the Real Property by Purchaser or any of Purchasers
 16




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Inspectors.
In any event, Purchaser shall cause Seller and Manager to be named as
additional insureds under all insurance coverages
afforded Purchaser by any and all of Purchasers Inspectors with
respect to the performance of any inspections.
 Natural Hazard Disclosure California Natural Hazard Report
  (i)
    
    Purchaser and Seller shall cooperate with each
other and with Lender in good faith and will otherwise use commercially
reasonable efforts to obtain, execute and deposit with Escrow Agent
prior to Closing an assumption agreement (the Existing Loan Assumption
Agreement), upon commercially reasonable terms and conditions and
acceptable to Seller and Purchaser in their reasonable discretion
(provided, however, that the release described in clause (B) of the
next sentence shall not be subject to Purchasers approval, as long as
such release does not impose any obligations on Purchaser). The
Existing Loan Assumption Agreement shall provide (A) for the assumption
by Purchaser of that certain Promissory Note (the Promissory Note) in
the original aggregate principal amount of Forty-Two Million Dollars
($42,000,000) in favor of Wachovia Bank, National Association
(Lender), secured by that certain Deed of Trust, Security Agreement,
Assignment of Rents and Fixture Filing in favor of First American Title
Insurance Company, as trustee for the benefit of Lender, dated February
23, 2007, and recorded on February 27, 2007, as Instrument No.
2007-I344231-00 in Reel J336, Image 0144 in the Official Records of the
City and County of San Francisco (the Deed of Trust and together with
the Promissory Note and all related loan documents, the Existing Loan
Documents) and (B) for the release of all obligations of Seller and
its Affiliates accruing on and after the Closing Date under the loan
evidenced thereby (the Existing Loan) (including, without limitation,
the release of all of the obligations of Kimpton Development
Opportunity Fund, L.P., accruing on and after the Closing Date under
that Guaranty in favor of Lender dated February 23, 2007 (the
Guaranty)).
 17




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(ii)
    
    Purchaser shall comply with all reasonable
requirements of Lender with respect to such the Existing Loan
Assumption Agreement, including, without limitation, the provision of
financial information for Purchaser and its Affiliates and the
provision of a guaranty to replace the Guaranty by an entity acceptable
to Lender. Purchaser and Seller shall each be responsible for the
payment of one-half of any and all costs and fees required by the
Lender or incurred by either Party (including the legal expenses of
each Party) related to such application for assumption including,
without limitation, any loan assumption fees; provided that neither
Party shall be required to contribute more than $50,000 in respect of
such costs and fees incurred by the other Party.(iii)
    
    Prior to Closing, Seller shall use
commercially reasonable efforts to cause Lender to deposit with Escrow
Agent a beneficiary statement or other evidence satisfactory to
Purchaser in its reasonable discretion confirming the remaining term of
the Promissory Note to be assumed by Purchaser and the aggregate
principal indebtedness encumbering the Property outstanding as of the
first day of the month in which the Closing shall occur (the
Beneficiary Statement), which amount (the Existing Loan Amount)
shall be credited against the Purchase Price at Closing.
 Ground Lease Condition
 Management Agreement Amendment Exhibit F
  Preliminary Report and Existing Survey Existing Survey
 Permitted Exceptions
 18




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Permitted Exceptions
 Additional Title Matters Additional Title Matters Title
Objections Sellers Title Response
Period Sellers Title Notice
 Extension of Closing Date
 19




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##### 



Representations and Warranties
 Organization and Power
 Authority and Binding Obligation
 Consents and Approvals; No Conflicts Schedule 5.1(c)
 Title to Personal Property Schedule 5.1(d)
 Condemnation
 Compliance with Applicable Law and Environmental Laws Schedule 5.1(f)
 20




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##### 



Schedule 5.1(f)
 Litigation Schedule
5.1(g)
 Employees Schedule 5.1(h) Employment Agreements
 Tenant Leases Schedule 5.1(i) Schedule 5.1(i)
 Contracts Schedule 5.1(j) Schedule 5.1(j)
 21




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##### 



Management Agreement
 Finders and Purchase/Sale Brokers Broker
 Foreign Person
 Patriot Act
 Ground Lease
 Existing Loan Documents Schedule 5.1(p)
 Hotel Operating Statements
 22




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##### 



Amendment to Schedules
 Limitation of Sellers Representations and Warranties
 Effect of Purchasers Knowledge
 Property Condition
 Disclaimer Express Representations
 23




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##### 



Property Condition
 24




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Environmental Status
   /s/ TCFPurchasers Initials  25




---



##### 



Representations and Warranties
 Organization and Power
 Authority and Binding Obligation
 Consents and Approvals; No Conflicts
 Finders and Investment Brokers
 26




---



##### 



Patriot Act
 Effect of Sellers Knowledge
   Confidentiality; Exclusivity
 Disclosure of Confidential Information; Public Announcements Confidential
Information
 27




---



##### 



Return of Seller Due Diligence Materials
 Communication with Employees
 Operation of the Hotel Prior to Closing
 Operation in Ordinary Course of Business
 Contracts
 28




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##### 



Licenses and Permits
 Bookings
 Tax Contests
 Taxable Period Terminating Prior to Closing Date
 Taxable Period Including the Closing Date
 29




---



##### 



Taxable Period Commencing On or After Closing Date
 Cooperation
 Notices and Filings
 Further Assurances
 Employee Matters
 Employment Transition
 30




---



##### 



Brokerage Commissions
 Re-Sale Number
 Independent Audit
 Repairs
 31




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##### 



Survival
   Conditions Precedent to the Obligations of Both Seller and Purchaser Mutual Closing Conditions
   Existing Loan Assumption Condition
 Ground Lease Condition Ground
Lease Condition
 Additional Conditions to Purchasers Obligations Purchaser
Closing Conditions
 Sellers Deliveries
 Representations and Warranties
 32




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Covenants and Obligations
 Title Policy Title Policy
  Additional Conditions to Sellers Obligations Seller Closing Conditions
 Receipt of the Purchase Price
 Purchasers Deliveries
 Representations and Warranties
 Covenants and Obligations
 Release from Existing Loan
  33




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##### 



Failure of Existing Loan Assumption Condition or Ground Lease Condition
   Closing Date Closing Closing Date
 Closing Escrow Closing Escrow Closing Documents
 Sellers Deliveries
  34




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##### 



Exhibit
A
  Exhibit B
 Exhibit C
 Exhibit D
          35




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##### 



Purchasers Deliveries
      Possession
   Prorations Prorations Cut-Off Time
 36




---



##### 



Taxes .
 Tenant Leases
 Contracts
 Licenses and Permits
 Utilities
 37




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##### 



Compensation
 Accrued and Earned Vacation and Sick Leave
 Deposits for Bookings
 Restaurants and Bars
 Banquet and Meeting Room Revenues
 Vending Machines
 Trade Payables
 38




---



##### 



Trade
Payables
 Cash
 Vouchers Vouchers
 Other Adjustments and Prorations
 39




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##### 



Accounts Receivable
 Guest Ledger
 Accounts Receivable (Other than Guest Ledger and Other Amounts)
  Sellers Transaction Costs
 Purchasers Transaction Costs
 Other Transaction Costs
 40




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##### 



Settlement Statement Settlement Statement
 Safe Deposit Boxes
 41




---



##### 



Inventoried Safe
Deposit Box Non-Inventoried Safe Deposit
Boxes
 Baggage Inventoried Baggage
   Sellers Default Seller Default
 42




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##### 



Termination Costs
 Purchasers Default Purchaser Default
  Sellers Initials:
    
    /s/ JCM
    
    
    
    Purchasers Initials:
    
    /s/ TCF
 43




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##### 



Failure to Satisfy Certain Closing Conditions
 Waiver of Damages
     Material Casualty Casualty Material Casualty
 44




---



##### 



Non-Material Casualty
 Condemnation
 Condemnation Material Condemnation
 Non-Material Condemnation
 45




---



##### 



Indemnification by Seller
 Indemnification by Purchaser
  Survival
Period
 46




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##### 



Indemnification Deductible and Cap Indemnification Deductible Indemnification Cap
 Effect of Taxes and Insurance
 Indemnification Procedures
 Notice of Indemnification Claim Indemnitee Indemnification Claim Indemnitor
 Resolution of Indemnification Claim Not Involving Third-Party Claim
 Resolution of Indemnification Claim Involving Third-Party Claim
 47




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Accrual of Indemnification Obligation
 Exclusive Remedy
 Survival
    Notice
 If to Seller
 48




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##### 



th
 If to Purchaser
 
  
 Receipt of Notices
 49




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##### 



Change of Address
 Delivery by Partys Counsel
 No Recordation
 Time is of the Essence
 Assignment
 Successors and Assigns
 Third Party Beneficiaries
 Governing Law; Jurisdiction
 50




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Rules of Construction
        Severability
 WAIVER OF TRIAL BY JURY
 51




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##### 



Prevailing Party
 Recitals, Exhibits and Schedules
 Entire Agreement
 Amendments to Agreement
 Facsimile; Counterparts
 [Remainder of page intentionally left blank;
Signatures on following pages]
 52




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By:
    Hyde Street Hospitality, LLC, a Delaware limited liability companyIts:
    General PartnerBy:
    /s/ Judith C. MilesName:
    Judith C. MilesTitle:
    Secretary  
 By:
    /s/ Thomas C. FisherName:
    Thomas C. FisherTitle:
    Vice President




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Exhibit A
 Form of Management Agreement Assignment and Assumption Agreement
 Agreement Assignor [_____________________] [_____________________] Assignee
 W I T N E S S E T H
 Manager Hotel
 [___ __] P&S inter alia
    Assignment to Assignee Effective Date
 Assumption by Assignee
 Disclaimer




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##### 



Sections
5.5 14.3
 Miscellaneous
  ASSIGNOR:
 
 By:
    Hyde Street Hospitality, LLC, a Delaware limited liability companyIts:
    General Partner By:Name:Title: ASSIGNEE:
 [_____________________]  [_____________________]
 By:Name:Title:




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Exhibit B
 Form of Bill of Sale
 Bill of Sale Seller [_______________________] [__________________________] Purchaser
 W I T N E S S E T H
 [___ __] P&S inter alia Personal Property
    Sale to Assignee
 Disclaimer Section 5.5 Section 14.3
 Miscellaneous




---



##### 



SELLER:
 
 By:
    Hyde Street Hospitality, LLC, a Delaware limited liability companyIts:
    General Partner By:Name:Title:




---



##### 



Exhibit C
 Form of Assignment and Assumption of Leases and Contracts
 Agreement Assignor [_____________________] [_____________________] Assignee
 W I T N E S S E T H
 P&S inter alia Assigned Assets
    Assignment to Assignee Effective Date
 Assumption by Assignee
 Disclaimer Sections
5.5 14.3




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##### 



Miscellaneous
  ASSIGNOR:
 
 By:
    Hyde Street Hospitality, LLC, a Delaware limited liability companyIts:
    General Partner By:Name:Title: ASSIGNEE:
 [_____________________]  [_____________________]
 By:Name:Title:




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Exhibit D
 Form of Assignment and Assumption Agreement
 Agreement Assignor [_____________________] [_____________________] Assignee
 W I T N E S S E T H
 P&S inter alia Assigned Assets
    Assignment to Assignee Effective Date
 Assumption by Assignee
 Disclaimer Sections
5.5 14.3




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##### 



Miscellaneous
  ASSIGNOR:
 
 By:
    Hyde Street Hospitality, LLC, a Delaware limited liability companyIts:
    General Partner By:Name:Title: ASSIGNEE:
 [_____________________]  [_____________________]
 By:Name:Title:




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##### 



Exhibit E
 Form of Earnest Money Escrow Agreement
  Agreement Effective Date Seller [_____________] [_____________] Purchaser [________________] Escrow Agent
  Purchase Agreement
 Initial Deposit Additional Deposit Earnest Money
  Creation of Escrow
 Disbursement of Earnest Money




---



##### 



Investment of Earnest Money
 Interpleader
 Notices
 [____________]
  Liability of Escrow Agent
 Reliance




---



##### 



Entire Agreement
 Miscellaneous
 Binding Effect
 Counterparts
 Costs
 Signature pages follow




---



##### 



SELLER
 
 By:
    Hyde Street Hospitality, LLC, a Delaware limited liability companyIts:
    General Partner By:Name:Title: PURCHASER:
 [_____________________]  [_____________________]
 By:Name:Title: ESCROW AGENT  [______________________]
 By:Name:Title:




---



##### 



Exhibit F
 Form of Management Agreement Amendment




---



##### 



Schedule 2.1(a)
 Land
Real property in the City of San Francisco, County of San Francisco, State of California,
described as follows:
          -1-




---



##### 



-2-




---



##### 



Schedule 5.1(c)
 Third Party Consents
 
    
    Consent of National Park Service
 
    
    Consent of Wachovia Bank National Association
 
    
    Such consents or other approvals as may be required by the applicable Governmental
Authority to assign or transfer any of the Licenses and Permits (to the extent assignable
and assigned) to Purchaser
 
    
    Such consents or other approvals as may be required under any of the Contracts for
assignment thereof




---



##### 



Schedule 5.1(d)
 Personal Property Encumbrances
 Quantity
    
    Equipment Description
    
    Owner1
    
    Postage Machine
    
    Pitney Bowes2
    
    Photocopier
    
    IKON1
    
    Fetco CBS 52H 1.5 Gallon Dual Coffee Brewer
    
    Mr. Espresso3
    
    Luxus 1.5 Gallon Coffee Dispensers
    
    Mr. Espresso3
    
    Payphones
    
    Pacific Telemanagement Services1
    
    Hard drive, screen, keyboard and connector
    
    Opentable1
    
    Water filtration unit
    
    Natura, Inc.Various
    
    Audio-visual equipment
    
    Swank2
    
    Mac desktops
    
    Eleven Wireless/LEAF Financial2
    
    Printers
    
    Eleven Wireless/LEAF FinancialVarious
    
    Set top boxes; power supplies; TV remotes; servers; computers
    
    LodgeNet2
    
    Desktop computers
    
    Global Business Center, Inc.1
    
    Printer
    
    Global Business Center, Inc.




---



##### 



Schedule 5.1(f)
 Compliance with Laws




---



##### 



Schedule 5.1(g)
 Litigation




---



##### 



Schedule 5.1(h)
 Employment Agreement / Plans
 
    
    Employment Plans
 
    
    Health and Welfare Plan  Summary Description, Benefits at a Glance and
Rate Sheet Provided
    
    Multiple Employer Savings Plan (401K)  Summary Description Provided
    
    Health Reimbursement Account Plan (Healthy SF Ordinance)  Summary
Description Provided
    
    California Handbook Addendums for Hotel and Restaurant Employees
Provided (describes our benefits programs including medical, dental, vision, life
and disability insurance, vacation, leave, tuition reimbursement, holiday pay,
hotel and restaurant discounts,)
 
    
    Employment Agreements: Not Applicable




---



##### 



Schedule 5.1(i)
 Tenant Leases




---



##### 



Schedule 5.1(j)
Contracts
 Vendor Name
    
    Services Provided
    
    TypeAAA FIRE PROTECTION SERVICES
    
    Hood cleaning services
    
    AgreementACCOUNTEMPS, OFFICETEAM, THE CREATIVE GR
    
    Temporary accounting services
    
    AgreementADP SCREENING AND SELECTION SERVICES
    
    Payroll services
    
    KHRG AgreementADP, INC.
    
    Payroll services
    
    KHRG AgreementADVANCED RESERVATION SYSTEMS, INC., (ARES)
    
    Third party room distribution services
    
    Agreement (vendor locating agreement)ADVANTAGE FITNESS PRODUCTS, LLC
    
    Fitness equipment maintenance provider
    
    AgreementAETNA  LIFE INSURANCE COMPANY
    
    Health insurance provider
    
    KHRG AgreementAL UNIVERSAL CLEANING
    
    Kitchen cleaning provider
    
    AgreementALSCO-AMERICAN LINEN DIVISION
    
    Linen laundering services
    
    AgreementAMERICAN EXPRESS
    
    Credit card processing services
    
    KHRG AgreementANDREW FREEMAN & CO
    
    Marketing services
    
    KHRG AgreementAQUAPRIX INC.
    
    Water cooler provider
    
    AgreementASSA ABLOY HOSPITALITY, INC.
    
    Key card support services
    
    AgreementAT&T
    
    Telephone/IT services
    
    Agreement (neither vendor or property can locate agreement)AVERO, LLC
    
    POS software provider
    
    AgreementBAY ALARM COMPANY
    
    Alarm monitoring services
    
    AgreementBLUE SHIELD OF CALIFORNIA
    
    Health insurance provider
    
    KHRG AgreementBON AIR SERVICES INC.
    
    Kitchen equipment maintenance services
    
    AgreementBOOKING.COM BV
    
    Third party room distribution services
    
    AgreementBROADCAST MUSIC, INC.
    
    Music licensing services
    
    AgreementBUY EFFICIENT LLC
    
    OS&E
    
    AgreementCLEAN HOUSE CLEANING, INC.
    
    Restaurant cleaning provider
    
    AgreementCONFERENCE DIRECT
    
    Third party room distribution services
    
    AgreementCVENT, INC.
    
    Meeting planner services
    
    AgreementDISCOVER
    
    Credit card processing services
    
    KHRG AgreementDIVERSIFIED COMPUTER CORP.
    
    CRM software provider
    
    AgreementDMX MUSIC
    
    Music provider
    
    AgreementDUNBAR ARMORED INC.
    
    Armored car services
    
    AgreementEDGEWOOD PARTNERS INSURANCE CENTER
    
    Insurance services provider
    
    KHRG AgreementELEVEN WIRELESS INC.
    
    Telephone/IT services
    
    AgreementENTERPRISE ROOFING SERVICE INC.
    
    Roof repair services
    
    AgreementEXPEDIA INCORPORATED
    
    Third party room distribution services
    
    Agreement




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Vendor Name
    
    Services Provided
    
    TypeEZELLS TELEPHONE CO E-Z TEL INC
    
    Telephone/IT services
    
    AgreementFULL HOUSE MARKETING SOLUTIONS
    
    SEO provider
    
    AgreementGARDENERS GUILD, INC.
    
    Landscape services provider
    
    AgreementGBCBLUE
    
    Business center computer rental and service provider
    
    AgreementGILT TRAVEL INC. (JETSETTER)
    
    Third party room distribution services
    
    KHRG AgreementGRANITE TELECOMMUNICATIONS
    
    Telephone/IT services
    
    Agreement (neither vendor or property can locate agreement)GRAY V
    
    Music provider
    
    AgreementGREEN SEAL INC
    
    Environmental certification provider
    
    AgreementGROOPLE
    
    Meeting planner services
    
    KHRG AgreementHARTFORD LIFE GROUP INSURANCE COMPANY
    
    Health insurance provider
    
    KHRG AgreementHELMS BRISCOE
    
    Third party room distribution services
    
    KHRG AgreementHOSPITALITY SERVICES INC.
    
    Coyle secret shopper services
    
    KHRG AgreementHOTEL CREDIT ASSOCIATION L L C
    
    Credit check provider
    
    AgreementHOTWIRE
    
    Third party room distribution services
    
    KHRG Agreement (neither vendor or KHRG can locate agreement)ID90.COM
    
    Third party room distribution services
    
    AgreementIFC CREDIT CORPORATION
    
    Business center computer lease
    
    AgreementIKON FINANCIAL SERVICES
    
    Photocopier lease
    
    AgreementINNERWORKINGS, INC.
    
    Printed marketing collateral provider
    
    KHRG AgreementINTEGRATED DECISIONS AND SYSTEMS INC.
    
    Revenue management software license
    
    AgreementINTERCITY METRO CLEANERS
    
    Uniform and guest laundry services
    
    AgreementINTERNATIONAL AIR TRANSPORT ASSOCIATION
    
    Global Systems Solutions License Provider
    
    KHRG AgreementKAISER HEALTH PLAN
    
    Health insurance provider
    
    KHRG AgreementKAYAK SOFTWARE CORPORATION
    
    Third party room distribution services
    
    KHRG AgreementKROLL BACKGROUND AMERICA, INC.
    
    Background check provider
    
    AgreementLANYON, INC.
    
    GDS connectivity subscription provider
    
    AgreementLEAF FINANCIAL CORPORATION
    
    Business center computer lease
    
    AgreementLIGHT SODA ON TAP
    
    Food/Beverage Distributor
    
    AgreementLODGENET ENTERTAINMENT CORPORATION
    
    Cable and on-demand television provider
    
    AgreementMAI SYSTEMS CORP
    
    PMS license provider
    
    AgreementMR. ESPRESSO
    
    Food/Beverage Distributor
    
    AgreementNATURA WATER, INC.
    
    Food/Beverage Distributor
    
    AgreementNEWMARKET INTERNATIONAL, INC
    
    Sales software license provider
    
    Agreement




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Vendor Name
    
    Services Provided
    
    TypeNOR 1, INC.
    
    Reservation upgrade provider
    
    KHRG AgreementNU PR
    
    Public relations services provider
    
    AgreementNUS CONSULTING GROUP
    
    Energy consutling services
    
    KHRG AgreementOPEN TABLE
    
    Restaurant reservation provider
    
    AgreementORBITZ
    
    Third party room distribution services
    
    KHRG AgreementOTIS ELEVATOR COMPANY
    
    Elevator maintenance provider
    
    AgreementP&A ADMINSITRATIVE SERVICES, INC.
    
    Health insurance provider
    
    AgreementPACIFIC TELEMANAGEMENT SERVICES
    
    Public pay phone provider
    
    AgreementPEGASUS SOLUTIONS COMPANIES
    
    Reservation provider
    
    KHRG Agreement (former)PITNEY BOWES GLOBAL FINANC. SERVICES LLC
    
    Postage machine lease
    
    AgreementPLANT DOMAIN
    
    Landscape services provider
    
    AgreementPRICELINE
    
    Third party room distribution services
    
    KHRG AgreementPROPARK AMERICA WEST, LLC
    
    Valet parking services
    
    AgreementRADIANT SYSTEMS, INC.
    
    POS software license provider
    
    AgreementRANGE ONLINE MEDIA INC.
    
    Restaurant search engine marketing provider
    
    AgreementRELAX & REJUVENATE
    
    In-room massage provider
    
    AgreementSABRE, INC.
    
    Reservation provider
    
    KHRG AgreementSAN FRANCISCO MUNICIPAL TRANSPORTATION
    
    Transportation services
    
    AgreementSESAC
    
    Music licensing services
    
    AgreementSOFTBRANDS INC
    
    PMS license provider
    
    AgreementSTARCITE, INC.
    
    Third party room distribution services
    
    AgreementSUNGARD AVAILABILITY SERVICES
    
    Telephone/IT services
    
    KHRG AgreementSUPERCLICK NETWORKS, INC.
    
    Telephone/IT services
    
    AgreementSWANK AUDIO VISUALS, LLC
    
    Audio visual services provider
    
    AgreementTHE CANNERY PROPERTIES
    
    Courtyard Use
    
    AgreementTHE DESTINATION CENTER
    
    Concierge services
    
    AgreementTHE MARK TRAVEL CORPORATION
    
    Third party room distribution services
    
    KHRG AgreementTOUR LINKS LLC
    
    Concierge services
    
    Agreement (former)TRAVELOCITY.COM L.P.
    
    Third party room distribution services
    
    AgreementTRAVELZOO
    
    Online advertising services
    
    KHRG AgreementVAS HOLDINGS, INC.
    
    Reservation call center provider
    
    KHRG AgreementVERIZON WIRELESS
    
    Telephone/IT services
    
    KHRG AgreementVFM LEONARDO, INC.
    
    Virtual Tours
    
    AgreementVISION SERVICE PLAN
    
    Health insurance provider
    
    KHRG AgreementWELLS FARGO
    
    Credit card processing services
    
    KHRG AgreementWHITEBOARD LABS
    
    Reservation connectivity services
    
    AgreementWILINE NETWORKS, INC.
    
    Telephone/IT services
    
    AgreementWORKTOPIA
    
    Meeting planner services
    
    KHRG AgreementXETA TECHNOLOGIES
    
    Telephone/IT services
    
    AgreementXO COMMUNICATIONS
    
    Telephone/IT services
    
    AgreementYOJIMBO PROTECTION SERVICES
    
    Security services provider
    
    Agreement




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##### 



Schedule 5.1(p)
 Existing Loan Documents
  
    
    Promissory note by Seller in favor of Wachovia Bank National Association (Lender) in
the amount of Forty Two Million Dollars
    
    Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing by Seller to
First American Title Insurance Company, as trustee, for the benefit of Lender
    
    Assignment of Leases and Rents and Security Deposits by Seller in favor of Lender
    
    The Guaranty
    
    Central Account Agreement among Seller, Lender as lender and Lender as bank
    
    Rent Account Agreement among Seller, Lender and Bank of America, N.A.
    
    Consent and Agreement from Manager to Lender
    
    UCC-1 Financing Statement covering certain assets of Seller
    
    Letter Agreement regarding Credit Card Processing Services between Wells Fargo Merchant
Services, Seller and Manager dated February 22, 2007