Exhibit 10.24

South Bend, IN (Fairfield Inn & Suites)

PURCHASE CONTRACT

between

KRG/WHITE LS HOTEL, LLC

and

KITE REALTY/WHITE HOTEL LS OPERATORS, LLC

(SELLER)

and

APPLE TEN HOSPITALITY OWNERSHIP, INC.

(BUYER)

Dated: March 1, 2011

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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                                     |    |         
|            
|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    | MANAGEMENT AGREEMENT AND FRANCHISE 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          |                           | Escrow Funds                      |    | 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        |                    | Further Acts                   |  | 33
|            
|16.12        |                    | Joint and
 Several Obligations |  | 33
|            
|16.13        |                    | Relationships                  |  | 33
|            
|16.14        |                    | Like-Kind
 Exchange            |  | 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    |                    | Post-Closing Agreement         |  |   
|Exhibit F    |                    | Consents and Approvals         |  |   
|Exhibit G    |                    | Property Agreements            |  |   
|Exhibit H    |                    | Pending Claims or Litigation   |  |   
|Exhibit I    |                    | New Management Agreement       |  |   

iii

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PURCHASE CONTRACT

This
PURCHASE CONTRACT (this Contract)
is made and entered into as of March 1, 2011, by and between KRG/WHITE LS
HOTEL, LLC, an Indiana limited liability company (Fee Owner), and KITE REALTY/WHITE LS HOTEL OPERATORS, LLC, an
Indiana limited liability company (Lessee)
(collectively, Seller)
with a principal office at 701 East 83rd Avenue, Merrillville, Indiana 46410
and APPLE TEN HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its
principal office at 814 East Main Street, Richmond, Virginia 23219 (Buyer)

RECITALS

A.
Fee Owner is the fee simple owner and Lessee is the operating lessee of that
certain hotel property commonly known as the Fairfield Inn & Suites South
Bend at Notre Dame, located at 1220 East Angela Boulevard, South Bend, Indiana
46616 (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,

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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 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
Deed shall mean the Corrective Limited Warranty executed December 30, 2008
(but effective May 20, 2008) and recorded January 5, 2009 in the St. Joseph
County, Indiana Recorders Office as Instrument Number 0900199.

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., a Delaware corporation.

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.

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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.

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.

Manager
shall mean White Lodging Services Corporation, an Indiana corporation.

Marriott
ROFR shall have the meaning set forth in Section 7.1(d).

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.

Notre
Dame ROFO shall have the meaning set forth in Section 7.1(d).

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 E.

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,

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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 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

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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
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, F, G, and H. 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 (5th) 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 substantially
similar to the management agreement attached as Exhibit I 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 F,
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 F.

(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 G. 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 G 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 (i) the right of first offer
in favor of the University of Notre Dame Du Lac, or its successors and assigns
(the University)
(Notre
Dame ROFO) as reflected in the Existing Deed, and (ii) the right of
first refusal in favor of Franchisor, and its successors and assigns (Marriott
ROFR), no party has any right or option to acquire the Hotel or any
portion thereof, other than Buyer. The Notre Dame ROFO has been waived by the
University subject to the requirements set forth in this Contract. In
connection with the New Franchise Agreement, Seller shall seek an appropriate
waiver of the Marriott ROFR.

(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 H 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

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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 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 F.

(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

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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
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

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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.

(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 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

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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 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 and subject to Buyers
satisfaction of its obligations as provided in this Agreement, Seller shall, at
its expense except as expressly provided in this Contract, (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 F 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

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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
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;                                                                                                

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| |                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------
| | (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, 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,

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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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 E
(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 been satisfied, within such 1-year
period, the Escrow Funds deposited by Seller, together with interest thereon, shall
be released to Seller.

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.

(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.

(g)
Buyer and Franchisor shall have executed (or Franchisor has unconditionally
committed to execute) the New Franchise Agreement.

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(h) All terms, conditions, restrictions and
limitations relating to the sale or disposition of the Property set forth in
the Existing Franchise Agreement shall have been fully and completely satisfied
and the Franchisor shall have acknowledged that Buyer is not a Competitor (as defined
in the Existing Franchise Agreement) and the Franchisor waived or released any
rights with respect to first offer..

(i)
Fee Owner and Lessee shall terminate the operating lease with respect to the
Hotel immediately prior to the Closing.

(j)
The University shall have executed and delivered into escrow a recordable
waiver of the Notre Dame ROFO as to this transaction and shall have consented
in writing to the conveyance of the Property from Seller to Buyer which consent
the parties hereto acknowledge may be withheld if Buyers net worth is less
than $50,000,000 as of the Closing Date. Buyer shall provide evidence of its
net worth to the University in the form of unaudited financial statements

(k) All terms, conditions, restrictions and
limitations set forth in Existing Deed relating to the sale or disposition of
the Property shall have been satisfied in full as to Seller and assumed by
Buyer.

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.

(d)
To the extent required under the Existing Franchise Agreement, Franchisor shall
have waived or released its rights with respect to first offer and consented to
a sale of the Property to Buyer and the Existing Franchise Agreement shall have
been terminated.

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(e)
All terms, conditions, restrictions and limitations relating to the sale or
disposition of the Property set forth in the Existing Franchise Agreement shall
have been fully and completely satisfied and the Franchisor shall have
acknowledged that Buyer is not a Competitor (as defined in the Existing
Franchise Agreement).

(f)
All terms, conditions, restrictions and limitations set forth in Existing Deed
relating to the sale or disposition of the Property shall have been satisfied in
full as to Seller and assumed by Buyer.

(g)
The University shall have executed and delivered into escrow a recordable
waiver of the Notre Dame ROFO as to this transaction and shall have consented
in writing to the conveyance of the Property from Seller to Buyer which consent
the parties hereto acknowledge may be withheld if Buyers net worth is less
than $50,000,000 as of the Closing Date. Buyer shall provide evidence of its
net worth to the University in the form of unaudited financial statements

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 October 4, 2011 provided
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 November 1, 2011. 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 and containing
provisions with respect to the Existing Deed applicable to the grantee (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 license 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
G. 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

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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.

(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.

(m)
Lease Termination. Evidence, reasonably satisfactory to Buyer that the
Seller has terminated, at no cost to Buyer, that certain operating lease
between Fee Owner and Operating Lessee.

10.3
Buyers Deliveries. At Closing of the Hotel, 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 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)
General Assignments. Assumptions of all of Sellers right, title and
interest in and to all FF&E Leases, Service Contracts and Leases identified
on Exhibit
G. The assignments shall contain cross-indemnities by Buyer and
Seller for their respective periods of ownership.

(d)
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.

(e)
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

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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 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.

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(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 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

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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 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.

- 29 -

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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 -

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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
| |                  | 701 E. 83rd
 Avenue                    
| |                  | Merrillville,
 Indiana 46410           
| |                  | Attention:
 Deno Yiankes               
| |                  | Fax No.:
 (219)472-2034                
| |                  |                                        
| | 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 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

- 32 -

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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]

- 33 -

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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:                                                                          |                                                                         
| |                                                                                  |                                                                         
| | KRG/WHITE LS
 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
| |                                                                                  |                                                                          |                          | 
| | KITE
 REALTY/WHITE LS HOTEL OPERATORS, 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

- 34 -

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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 TEN
 HOSPITALITY OWNERSHIP, INC.                                                                                             
| |                                                                                                                                    
| | By:                                                                                                                                 | /s/ Justin
 G. Knight | 
| |                                                                                                                                     |                       | 
| | Name:  Justin G. Knight                                                                                                            
| | Title:  President                                                                                                                   |                      

- 35 -

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Schedule
3.1

Due Diligence List

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EXHIBIT
A

LEGAL
DESCRIPTION OF LAND

Lot Numbered
Five (5) as shown on the recorded Plat of Eddy Street Commons First Minor
Subdivision, recorded December 31, 2008 as Document Number 0841270 in the
Office of the Recorder of St. Joseph County, Indiana.

---



EXHIBIT B

ENVIRONMENTAL REPORTS

Phase I
Environmental Site Assessment, Dated June 1, 2007 Prepared by Keramida
Environmental, Inc. for Kite Realty Group.

Addendum to Phase I
Environmental Site Assessment, Dated August 13, 2007, Prepared by Keramida Environmental,
Inc. for Kite Realty Group.

---



ESCROW AGREEMENT

THIS
ESCROW AGREEMENT (this Agreement)
made the ___ day of February, 2011 by and among KRG/WHITE LS HOTELS, LLC, an
Indiana limited liability company (Seller),
APPLE TEN HOSPITALITY OWNERSHIP, INC., a Virginia corporation, or its assigns
(Buyer, together with
Seller, the Parties), 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 February ___, 2011 (the Contract)
between Seller, Kite Realty/White Hotel LS Operator, LLC, an Indiana limited
liability company and Buyer, 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 and Escrow Agent 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 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.

2

---



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.

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:

3

---



| |       |                                       
| | ----- | --------------------------------------
| | (i)   | If addressed
 to Seller to:           
| |       |                                       
| |       | c/o Carol Ann
 Bowman                 
| |       | 1000 East 80th
 Place                 
| |       | Suite 700
 North                      
| |       | Merrillville,
 Indiana 46410          
| |       | Attention:
 Ann Bowman                
| |       | Fax No.:
 (219) 680-4226              
| |       |                                       
| | (ii)  | If addressed
 to Buyer, to:           
| |       |                                       
| |       | Apple Ten
 Hospitality Ownership, Inc.
| |       | 814 E. Main
 Street                   
| |       | Richmond,
 Virginia 23219             
| |       | Attn: Justin
 Knight                  
| |       | Fax No.:
 (804) 344-8129              
| |       |                                       
| |       | with a copy
 to:                      
| |       |                                       
| |       | Apple Ten
 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.

4

---



IN
WITNESS WHEREOF the Parties have executed this Agreement as of the day and year
first above written.

| |                          |                                              |  |  |  | 
| | ------------------------ | -------------------------------------------- |  |  |  | 
| | SELLER:                  |                                             
| |                          |                                              | 
| | KRG/WHITE LS
 HOTEL, LLC |                                             
| | By:                      |                                             
| |                          | White
 Lodging Services Corporation, Manager
| |                          |                                              | 
| |                          | By:                                          |  | 
| |                          |                                              |  | 
| |                          | Lawrence E.
 Burnell                         | 
| |                          | Chief Operating Officer                      | 

| |                                        |  |  |  | 
| | -------------------------------------- |  |  |  | 
| | BUYER:                                 | 
| |                                        | 
| | APPLE TEN
 HOSPITALITY OWNERSHIP, INC.
| |                                        |  | 
| | By:                                    |  | 
| |                                        |  | 
| | Name:                                  |  | 
| |                                        |  | 
| | Title:                                 |  | 
| |                                        |  | 
| |                                        | 
| | ESCROW AGENT:                          | 
| |                                        | 
| | CHICAGO
 TITLE COMPANY                 | 
| |                                        | 
| | By:                                    |  | 
| |                                        |  | 
| | Name:                                  |  | 
| |                                        |  | 
| | Title:                                 |  | 
| |                                        |  | 

5

---



EXHIBIT D

LIST OF FF&E

|Description              
|-------------------------
|Artwork                  
|Artwork/Lamps/Chairs     
|Bed Bases                
|Bed Scarves/Skirts       
|Cabinets                 
|Carpet                   
|Carpet Extractor         
|Carpet Pad               
|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                  
|Dust Skirts/Leaf Scarves 
|Easel Board              
|Exercise Equipment       
|Exterior Signage         
|File Cabinet/Office Chair
|Fire Ext                 
|Floor Lamps              
|Framed Artwork           
|Framed Posters Marriott  
|Freezers                 
|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 Scale Cart   
|Laundry Table        
|Light Fixtures       
|Lighting             
|Lockers              
|Luggage Rack         
|Materials for Windows
|Mats                 
|Mattresses           
|Mattresses/Boxsprings
|Microwave Ovens      
|Mirrors              
|Nightstands/Desks    
|Printer              
|Printer/Fax Scan     
|PTAC                 
|Radio/Microphone     
|Refrigerators        
|Router               
|Scales               
|Shelves              
|Shower Doors         
|Stack Chairs         
|Stool/Step           
|Storage Shelving     
|Tables               
|Tables/Chairs        
|Tables/Shelving      
|Task Chairs          
|Televisions          
|Trash Receptacles    
|Tripod Screen        
|Vanity Mirrors       
|Vases                
|Vinyl Wall covering  
|Washer/Dryer         
|Window Treatments    

2

---



EXHIBIT E

POST-CLOSING AGREEMENT

THIS
POST-CLOSING AGREEMENT (this Agreement)
is executed effective as of ___, 2011 (the Effective
Date), by and among KRG/WHITE
LS HOTEL, LLC (Seller), APPLE TEN HOSPITALITY OWNERSHIP, INC. (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 February __, 2011 between Seller, Kite Realty/White Hotel
Operators, LLC, an Indiana limited liability company and Buyer (as amended, the
Contract), 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 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.

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 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 Ten
 Hospitality Ownership, Inc. 
|                                   | 814 East
 Main Street                  
|                                   | Richmond,
 Virginia 23219              
|                                   | Attn: Justin
 Knight                   
|                                   | Fax No.:
 (804) 344-8129               
|                                   |                                        
|                                   | with a copy
 to:                       
|                                   |                                        
|                                   | Apple Ten
 Hospitality Ownership, Inc. 
|                                   | 814 East
 Main Street                  
|                                   | Richmond,
 Virginia 23219              
|                                   | Attn: Legal
 Dept.                     
|                                   | Fax No.:
 (804) 727-6349               
|                                   |                                        
|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.

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]

---



IN
WITNESS WHEREOF the parties have executed this Agreement as of the day and year
first above written.

| |                                                  |        |                                               | 
| | ------------------------------------------------ | ------ | --------------------------------------------- | 
| | SELLER:                                          |       
| | KRG/WHITE LS
 HOTEL, LLC                         |       
| | By: White
 Lodging Services Corporation, Manager
| |                                                  |       
| |                                                  | By:    |                                               | 
| |                                                  |        |                                               | 
| |                                                  |        | Lawrence E.
 Burnell
 Chief Operating Officer | 
| |                                                  |        |                                              
| | BUYER:                                           |       
| |                                                  |        |                                              
| | APPLE TEN HOSPITALITY OWNERSHIP, INC.           
| |                                                  | By:    |                                               | 
| |                                                  |        |                                               | 
| |                                                  | Name:  |                                               | 
| |                                                  |        |                                               | 
| |                                                  | Title: |                                               | 
| |                                                  |        |                                               | 
| |                                                  |        |                                              
| | ESCROW AGENT:                                    |       
| |                                                  |        |                                              
| | CHICAGO
 TITLE COMPANY                           |       
| |                                                  |        |                                              
| |                                                  | By:    |                                               | 
| |                                                  |        |                                               | 
| |                                                  | Name:  |                                               | 
| |                                                  |        |                                               | 
| |                                                  | Title: |                                               | 
| |                                                  |        |                                               | 

---



EXHIBIT F

CONSENTS AND APPROVALS

A. Consents
Under Hotel Contracts1

Marriott
International, Inc. (with respect to rights under the Existing Franchise
Agreement)

University of
Notre Dame, Du Lac (relating to the Corrective Limited Warranty Deed dated
December 20, 2008, but effective May 20, 2008)

World Cinema,
Inc. (relating to the 4/30/2010 agreement shown on Exhibit G)

---

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.


---



EXHIBIT G

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                      |  | 11/23/2009 |  | White
 Lodging and ADT Security Services, Inc.                                           
|Satellite
 Programming License and Equipment Lease        |  | 4/30/2010  |  | KRG/White LS
 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 |  | 7/7/2010   |  | White
 Lodging and Four Winds Interactive, LLC.                                          
|Maintenance
 Agreement                                    |  | 4/23/2010  |  | White
 Lodging Services - Notre Dame Fairfield Inn and Suites and OCE Imagistics         

---



EXHIBIT H

PENDING CLAIMS OR LITIGATION

---



EXHIBIT I

South Bend, Indiana  FFIS

MANAGEMENT AGREEMENT

by and between

WHITE LODGING SERVICES CORPORATION

as MANAGER

and

APPLE TEN HOSPITALITY MANAGEMENT, INC.

as OWNER

Dated as of _____________ __, 2011

---



TABLE OF CONTENTS

|            |                                           |                                                                          |     
|----------- | ----------------------------------------- | ------------------------------------------------------------------------ | ----
|            |                                           |                                                                          | Page
|           
|ARTICLE I   | APPOINTMENT OF MANAGER                    | 1                                                                       
|            | 1.01.                                     | Appointment                                                              | 1   
|            | 1.02.                                     | Management
 of the Hotel                                                 | 1   
|            | 1.03.                                     | Employees                                                                | 3   
|            | 1.04.                                     | Owners
 Right to Inspect                                                | 3   
|            | 1.05.                                     | Regular
 Meetings                                                        | 4   
|            | 1.06.                                     | Franchise
 Agreement                                                     | 4   
|            | 1.07.                                     | Limitations
 on Managers Authority                                      | 4   
|            | 1.08.                                     | Representations
 and Warranties of Manager                               | 4   
|            | 1.09.                                     | Representations
 and Warranties of Owner                                 | 5   
|ARTICLE II  | TERM                                      | 5                                                                       
|            | 2.01.                                     | Term                                                                     | 5   
|            | 2.02.                                     |                                                                          | 5   
|            | 2.03.                                     | Performance
 Termination                                                 | 6   
|ARTICLE III | COMPENSATION OF MANAGER                   | 6                                                                       
|            | 3.01.                                     | Management
 Fees                                                         | 6   
|            | 3.02.                                     | Operating
 Profit                                                        | 7   
|ARTICLE IV  | ACCOUNTING, BOOKKEEPING AND BANK ACCOUNTS | 7                                                                       
|            | 4.01.                                     | Accounting,
 Distributions and Annual Reconciliation                     | 7   
|            | 4.02.                                     | Books and
 Records                                                       | 8   
|            | 4.03.                                     | Accounts,
 Expenditures                                                  | 9   
|            | 4.04.                                     | Annual
 Operating Projection                                             | 9   
|            | 4.05.                                     | Working
 Capital                                                         | 10  
|            | 4.06.                                     | Fixed Asset
 Supplies                                                    | 10  
|            | 4.07.                                     | Real Estate
 and Personal Property Taxes                                 | 10  
|            | 4.08.                                     | Sarbanes-Oxley
 Certification                                            | 11  
|ARTICLE V   | REPAIRS, MAINTENANCE AND REPLACEMENTS     | 12                                                                      
|            | 5.01.                                     | Repairs and
 Maintenance to be Paid from Gross Revenues                  | 12  
|            | 5.02.                                     | Repairs,
 Maintenance and Equipment Replacements to be Paid from Reserve | 13  
|ARTICLE VI  | INSURANCE                                 | 14                                                                      
|            | 6.01.                                     | Property
 Insurance                                                      | 14  

---



TABLE OF CONTENTS (contd)

|             |                           |                                       |     
|------------ | ------------------------- | ------------------------------------- | ----
|             |                           |                                       | Page
|            
|             | 6.02.                     | Operational
 Insurance                | 15  
|             | 6.03.                     | Coverage                              | 15  
|             | 6.04.                     | Costs and
 Expenses                   | 16  
|             | 6.05.                     | Owners Right
 to Provide Insurance   | 16  
|ARTICLE VII  | DAMAGE AND CONDEMNATION   | 16                                   
|             | 7.01.                     | Damage and
 Repair                    | 16  
|             | 7.02.                     | Condemnation                          | 17  
|ARTICLE VIII | MORTGAGES AND OTHER LIENS | 17                                   
|             | 8.01.                     | Subordination
 to Mortgage            | 17  
|             | 8.02.                     | Amendments
 Requested by Mortgagee    | 18  
|             | 8.03.                     | Liens;
 Credit                        | 18  
|ARTICLE IX   | EVENTS OF DEFAULTS        | 19                                   
|             | 9.01.                     | Events of
 Default                    | 19  
|             | 9.02.                     | Remedies                              | 20  
|             | 9.03.                     | Additional
 Remedies                  | 20  
|ARTICLE X    | ASSIGNMENT AND SALE       | 20                                   
|             | 10.01.                    | Assignment                            | 20  
|             | 10.02.                    | Sale of the
 Hotel                    | 21  
|ARTICLE XI   | MISCELLANEOUS             | 21                                   
|             | 11.01.                    | Consents and
 Cooperation             | 21  
|             | 11.02.                    | Relationship                          | 22  
|             | 11.03.                    | Applicable
 Law; Jurisdiction         | 22  
|             | 11.04.                    | Recordation                           | 23  
|             | 11.05.                    | Headings                              | 23  
|             | 11.06.                    | Notices                               | 23  
|             | 11.07.                    | Environmental
 Matters                | 23  
|             | 11.08.                    | Confidentiality;
 Projections         | 24  
|             | 11.09.                    | Indemnification                       | 25  
|             | 11.10.                    | Actions to
 be Taken Upon Termination | 25  
|             | 11.11.                    | Waiver                                | 27  
|             | 11.12.                    | Partial
 Invalidity                   | 27  
|             | 11.13.                    | Survival                              | 27  

ii

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TABLE OF CONTENTS (contd)

|             |                         |                                                                                 |    |     
|------------ | ----------------------- | ------------------------------------------------------------------------------- | -- | ----
|             |                         |                                                                                 |    | Page
|            
|             | 11.14.                  | Negotiation
 of Agreement                                                       | 27
|             | 11.15.                  | Estoppel
 Certificates                                                          | 27
|             | 11.16.                  | Affiliates                                                                      | 28
|             | 11.17.                  | Blocked
 Persons or Entities                                                    | 28
|             | 11.18.                  | Restrictions
 on Operating the Hotel in Accordance with the Franchise Agreement | 28
|             | 11.19.                  | Counterparts                                                                    | 28
|             | 11.20.                  | Entire
 Agreement                                                               | 29
|             | 11.21.                  | Operation of
 Other Hotels                                                      | 29
|             | 11.22.                  | Waiver of
 Jury Trial and Punitive Damages                                      | 29
|ARTICLE XII  | DEFINITION OF TERMS     | 29                                                                             
|             | 12.01.                  | Definition
 of Terms                                                            | 29
|ARTICLE XIII | SUPPLEMENTAL PROVISIONS | 38                                                                             
|Schedule 1   | -                       | Hotel Specific Data                                                             |   
|Schedule 2   | -                       | Supplemental Provisions                                                         |   
|            
|Exhibit A    | -                       | Legal Description of Site                                                       |   

iii

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MANAGEMENT AGREEMENT

THIS
MANAGEMENT AGREEMENT (Agreement)
is made as of ____________ __, 2011 (the Agreement
Date) and effective as of the date identified as the Effective
Date in Schedule 1 (Effective Date),
by APPLE TEN HOSPITALITY MANAGEMENT, INC., a Virginia corporation (Owner), and WHITE LODGING SERVICES
CORPORATION, an Indiana corporation (Manager).

RECITALS:

A.
Owner is the holder of a leasehold interest in the parcel of real property
described on Exhibit A
attached to this Agreement and incorporated herein and as further identified
and described in the Description of the Hotel in Schedule 1 (the Site) by virtue of that certain TRS
Lease Agreement identified in Schedule 1. The Site is improved as
indicated in the Description of the Hotel in Schedule 1 (the Improvements). The Site and the
Improvements, in addition to certain other rights, improvements, and personal
property as more particularly described in the definition of Hotel in Section
12.01 hereof, are collectively referred to as the Hotel.

B.
Owner desires to engage Manager to manage and operate the hereinafter described
hotel, and Manager desires to accept such engagement, upon the terms and
conditions set forth in this Agreement.

C.
All capitalized terms used in this Agreement shall have the meaning set forth
in Section 12.01 hereof.

NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Owner and Manager agree as follows:

ARTICLE I 
APPOINTMENT OF MANAGER

1.01. Appointment.

Owner
hereby appoints and employs Manager as an independent contractor as provided in
this Agreement to supervise, direct and control the management and operation of
the Hotel throughout the Term. Manager accepts such appointment and agrees to
manage the Hotel during the Term in accordance with the terms and conditions of
this Agreement.

1.02. Management
of the Hotel.

A. Manager shall manage the Hotel,
including, without limitation, performance of the following functions, at
Owners expense as provided in this Agreement and in all events subject to the
availability of Owner funds, in accordance with Prudent Industry Practices, the
provisions of this Agreement and all standards imposed by the Franchise
Agreement:

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1.
Recruit, employ, supervise, direct and discharge the employees at the Hotel and
maintain adequate staff, to carry out its duties under this Agreement.

2.
Establish prices, rates and charges for services provided in the Hotel,
including Guest Room rates.

3.
Establish and revise, as necessary, administrative policies and procedures, including
policies and procedure for the control of revenue and expenditures, for the
purchasing of supplies and services, for the control of credit and for the
scheduling of maintenance, and verify that the foregoing procedures are
operating in a sound manner.

4.
Make payments on accounts payable and handle collection of accounts receivable.

5.
Procure all Inventories and Fixed Asset Supplies.

6.
Prepare and deliver Accounting Period Statements, Annual Operating Statements,
estimates on building repairs and on equipment repairs and replacements and
such other information as is required by this Agreement.

7. Plan,
execute and supervise repairs and maintenance at the Hotel.

8.
Obtain the insurance required to be obtained by Manager pursuant to Article VI
of this Agreement and obtain or cause to be obtained all risk management
services related thereto, subject to the provisions of Section 6.05.

9.
Obtain and keep in full force and effect, either in its own name or in Owners
or Owners Affiliates name, or in Manager and Owners or Owners Affiliates
name, as may be required by applicable law, any and all licenses and permits to
the extent same is within the control of Manager (or, if same is not within the
control of Manager, Manager shall use all due diligence and best efforts to
obtain and keep same in full force and effect).

10.
Subject to the terms of this Agreement, execute reasonable subordination and
non disturbance agreements, estoppel certificates and other documentation
required by any purchaser or mortgagee and reasonably cooperate (provided that
Manager shall not be obligated to enter into any amendments of this Agreement
and such purchaser or lender agrees to recognize the rights on Manager under
and as provided in this Agreement) with Owner or Landlord in any attempt(s) by
Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Mortgage. No
financing for the Hotel will limit or impair the ability of Manager to operate
the Hotel and receive payments due Manager under this Agreement or modify the
terms and conditions or this Agreement without Managers prior written
approval.

11.
Arrange for and supervise public relations and advertising with the concurrence
of Owner and prepare marketing plans.

12.
Manage and operate the Hotel at all times in compliance with the Franchise
Agreement, including (without limitation) the Manual (as defined in the
Franchise Agreement) and Prudent Industry Practices.

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B. Subject to the terms of this Agreement
and the Franchise Agreement, the operation of the Hotel shall be under the
exclusive supervision and control of Manager, and subject to the availability
of Owner funds, Manager shall be responsible for the proper and efficient
operation of the Hotel. In fulfilling its obligations under this Agreement,
Manager will act as a reasonable, prudent operator of the Hotel, having regard
for the status of the Hotel, operating the Hotel in accordance with Prudent
Industry Practices and at all times maintaining and complying with all
standards imposed by the Franchise Agreement, and subject to the foregoing and
all other terms and conditions of this Agreement, shall have discretion free
from interference, interruption or disturbance with respect to the following:
charges, terms and conditions for Guest Rooms and commercial space; credit
policies and services provided by the Hotel; food and beverage services;
employment policies; granting of leases, subleases, licenses and concessions
for shops and business within the Hotel, provided that the term of any such
lease, sublease, license or concession shall not exceed the lesser of one (1)
year or the Term without the prior written approval of Owner; receipt, holding
and disbursement of funds; maintenance of bank accounts; procurement of
Inventories, supplies and services; promotion and publicity; payment of costs
and expenses as are specifically provided for in this Agreement or are
otherwise reasonably necessary for the proper and efficient operation of the
Hotel; and, generally, all activities necessary for operation of the Hotel.
With respect to all Material Management Decisions, Manager shall consult with
Owner in advance of making any such decisions. The term Material Management Decisions means a
decision to be made in connection with any expenditure of more than $10,000 for
each item or $50,000 in the aggregate for all such items in any Fiscal Year if
such expenditure is not included in the approved Annual Operating Projection
for such Fiscal Year or if such expenditure would result in an increase in the
overall Annual Operating Projection.

C. Subject to the Annual Operating
Projections, Manager will use reasonable efforts to comply with all applicable
Legal Requirements (except for certain Legal Requirements which are Owners
responsibility under this Section 1.02 and Section 5.03 hereof). Manager shall
exert reasonable efforts to comply with and abide by all applicable Legal
Requirements pertaining to its operation of the Hotel at Owners expense as
provided in this Agreement and subject to the availability of Owner funds. Any
of Landlord, Owner or Manager shall have the right, but not the obligation, in
its reasonable discretion, to contest or oppose, by appropriate proceedings,
any such Legal Requirements. The reasonable expenses of any such contest of a
Legal Requirement shall be paid from Gross Revenues as Deductions. Owner will
comply with all applicable Legal Requirements in connection with Owners
responsibilities under this Agreement and in connection with Owners actions as
Owner of the Hotel. In the event Manager is made aware of a violation of a
Legal Requirement of which Manager did not have prior knowledge, Manager, upon
becoming aware of such violation, shall take appropriate actions to comply with
the Legal Requirement in question, subject to the availability of funds for
such purpose in accordance with the Annual Operating Projections. Absent the
existence of funds for such purpose, as set forth in the Annual Operating
Projections, Owner shall advance funds for such purpose within thirty (30) days
after receipt of a request therefor from Manager (or such shorter period of
time as may be reasonably required, as set forth in Managers notice to Owner).

D. Except as otherwise expressly set forth
in this Agreement, the costs and expenses of managing and operating the Hotel
in accordance with this Section 1.02 shall be Deductions and shall be paid for
from Hotel revenue and funds provided by Owner as necessary.

3

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1.03. Employees.

All
personnel employed at the Hotel shall at all times be the employees of Manager
and not the employees of Owner. Manager shall have discretion with respect to
all personnel employed at the Hotel, including, without limitation, decisions
regarding hiring, promoting, transferring, compensating, supervising,
terminating, directing and training all employees at the Hotel, and, generally,
establishing and maintaining all policies relating to employment; provided,
however, that (i) Owner shall have the right to reasonably approve the hiring
or termination of the persons who occupy the position of general manager for
the Hotel (the General Manager) and (ii) Manager shall not negotiate or enter
into any collective bargaining or other labor agreement with employees or with
any organization representing or claiming to represent employees without
Owners prior consent. No person shall be given gratuitous accommodations or
services without prior joint approval of Owner and Manager except in accordance
with written policies agreed upon by Owner and Manager. Manager shall reimburse
Owner for the costs (including relocation costs) of hiring and training General
Managers who are employed at the Hotel for less than one (1) year and are
transferred or relocated, unless the transfer or relocation is requested by
Owner, without cause. Manager shall indemnify, defend and hold Owner harmless
from any and all claims, damages, liabilities, obligations and costs (including
reasonable attorneys fees) arising from any gross negligence, theft, fraud or
gross misconduct of the General Manager or an officer of Manager at the vice
president level or above.

1.04. Owners
Right to Inspect.

Owner,
its representatives, employees and agents shall have access to the Hotel at any
and all reasonable times for the purpose of inspection, exercising any of its
rights under this Agreement or showing the Hotel to prospective purchasers,
tenants or Mortgagees and at any time in case of an emergency.

1.05. Regular
Meetings.

At
Owners request, Owner and Manager shall have meetings at the Hotel and at
mutually convenient times. Manager shall be represented at such meetings by the
General Manager of the Hotel and such other personnel as the Manager and/or
Owner may deem appropriate. The purpose of the meetings shall be, inter alia,
to discuss the performance of the Hotel and other related issues, including any
variations from the Annual Operating Projection.

1.06. Franchise
Agreement.

Subject
to the availability of funds, Manager shall take such actions consistent with
this Agreement as are necessary for the Hotel to comply with the Franchise
Agreement and to operate the Hotel so that the Hotel will at all times comply
with the Franchise Agreement. Owner covenants and agrees not to take any
actions in violation of, which would result in the violation of, or which would
cause Manager to violate the terms of, the Franchise Agreement and shall
perform in particular the obligations related to the management or operation of
the Hotel imposed upon licensee under the Franchise Agreement. Manager shall
send promptly to Owner any and all notices that Manager receives from the
Franchisor with respect to the Hotel or the Franchise Agreement and shall keep
Owner informed with respect to all material matters that

4

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come to
Managers attention under the Franchise Agreement. Notwithstanding the
foregoing, Manager shall not have the right to grant any consent or approval
reserved to the Owner as licensee under the Franchise Agreement or to make any
agreement on behalf of Owner as licensee under the Franchise Agreement. Owner
further covenants and agrees that it will not amend the Franchise Agreement in
a manner that would adversely impact Managers ability to manage the Hotel in
accordance with Prudent Industry Practices or adversely impact Managers rights
under this Agreement without the prior written consent of Manager. Owner shall
have the right to terminate the Franchise Agreement and enter into a different
Franchise Agreement, from time to time. Any costs, fees or expenses associated
with such termination shall be paid by Owner from its own funds and shall not
be paid out of Gross Revenues and shall not be Deductions.

1.07. Limitations
on Managers Authority.

Manager
shall not, without Owners prior approval, except as provided for in the Annual
Operating Projection approved by Owner, enter into any FF&E Lease if (i)
the fair market value of the FF&E subject to such FF&E Lease at the
time of entering into such FF&E Lease exceeds Twenty-Five Thousand Dollars
($25,000); (ii) the fair market value of the FF&E subject to all FF&E
Leases at the time of entering into such FF&E Lease exceeds Fifty Thousand
Dollars ($50,000) in the aggregate; (iii) the FF&E subject to such FF&E
Lease is FF&E that is not, consistent with Prudent Industry Practices,
customarily leased; (iv) such FF&E Lease is with an Affiliate of Manager or
is on payment terms (including the amounts and schedule of payments) that would
be materially more favorable to the lessor thereof than payment terms customary
in an arms length transaction for leases of similar FF&E; or (v) such
FF&E Lease is not terminable by Owner upon thirty (30) days notice.

1.08. Representations
and Warranties of Manager.

Manager
hereby represents and warrants to Owner as follows:

A. Authority. Manager is a
corporation, duly formed and validly existing under the laws of the State of
Indiana and is duly authorized to transact business and in good standing in the
state in which the Hotel is located. Manager has obtained all necessary
consents to enter into and perform this Agreement and is fully authorized to
enter into and perform its obligations under this Agreement. All known required
consents or approvals of any person, entity or governmental authority were
obtained for the execution, delivery or performance by Manager of this
Agreement, and this Agreement is hereby binding and enforceable against
Manager.

B. No Conflicts. Neither the
execution nor the performance of, or compliance with, this Agreement by Manager
has resulted, or will result, in any violation of, or default under, or
acceleration of, any obligation under its existing corporate charter,
certificate of incorporation, bylaw, or other organizational documents of
Manager or under any, mortgage indenture, lien, agreement, promissory note,
contract, or permit or any judgment, decree, order, restrictive covenant,
statute, rule or regulation, to which Manager is a party.

5

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C. Bankruptcy. Neither Manager nor
any of its Affiliates is insolvent or the subject of any bankruptcy proceeding,
receivership proceeding or other insolvency, dissolution, reorganization or
similar proceeding.

1.09. Representations
and Warranties of Owner.

Owner
hereby represents and warrants to Manager that Owner is a corporation duly
formed, validly existing and in good standing in the state of Virginia and in
the state in which the Hotel is located. Owner has obtained all necessary
consents to enter into and perform this Agreement and is fully authorized to
enter into and perform its obligations under this Agreement. No consent or
approval of any person, entity or governmental authority is required for the
execution, delivery or performance by Owner of this Agreement, and this
Agreement is hereby binding and enforceable against Owner. Neither the
execution nor the performance of, or compliance with, this Agreement by Owner
has resulted, or will result, in any violation of, or default under, or
acceleration of, any obligation under any existing corporate charter,
certificate of incorporation, bylaw, articles of organization, limited
liability company agreement or regulations, partnership agreement or other
organizational documents of Owner or under any, mortgage indenture, lien,
agreement, promissory note, contract, or permit or any judgment, decree, order,
restrictive covenant, statute, rule or regulation, applicable to Owner. Owner
is not insolvent or the subject of any bankruptcy proceeding, receivership
proceeding or other insolvency, dissolution, reorganization or similar
proceeding.

ARTICLE II TERM

2.01. Term.

The
Initial Term of this
Agreement shall begin on the Effective Date and shall continue until the
expiration date identified in Schedule 1. The Initial Term of this
Agreement may be extended for the extension terms provided in Schedule 1
(each an Extension Term)
upon the following terms and conditions: (i) Owner or Manager shall give
written notice to the other of its desire to extend (Extension Notice) not less than one
hundred eighty (180) days nor more than two hundred seventy (270) days prior to
the end of the Initial Term or first Extension Term, as applicable, (ii) Owner
and Manager shall, if at all, mutually agree to renew this Agreement on the
same terms and conditions, and (iii) at the end of the Initial Term or the
immediately preceding Extension Term, as applicable, no Event of Default by the
extension requesting party shall have occurred and be continuing beyond any
applicable cure period under this Agreement, and any then-existing event of
Event of Default shall have been cured within the applicable cure period.

2.02. Performance
Termination.

A. Subject to the provisions of Section
2.02.B and Section 2.02.C below, Owner shall have the option to terminate this
Agreement after any Performance Termination Period, as defined in Schedule 1,
with respect to which both of the following occurs:

1.
Gross Operating Profit determined in accordance with the Uniform System of
Accounts per available guest room at the Hotel is not comparable to that
obtained per

6

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available
guest room by well managed hotels of similar size, services, facilities and
rate structure as determined by an Expert, which shall mean an individual
employed by an independent, nationally recognized hotel consulting firm who is
qualified to resolve the issue in question, having at least ten (10) years
experience in the subject matters in question, and the Expert shall be
appointed in each instance by agreement of Owner and Manager or, failing
agreement, Owner and Manager each shall select one (1) such individual and the
two (2) individuals so selected shall select another qualified individual to be
the Expert, and Owner and Manager each agrees that it shall not appoint an
individual as an Expert if the individual is, as of the date of appointment or
within three (3) years prior to such date, employed by such party, either
directly or as a consultant, in connection with any matter other than as an
Expert; and provided, however, that for the purposes of determining whether
Owner has the option to terminate this Agreement pursuant to this paragraph 2.02.A.1,
to the extent Gross Operating Profit for the Hotel was materially and
quantifiably affected by Force Majeure affecting the Hotel, the Gross Operating
Profit shall be equitably adjusted to an amount reasonably projected absent
such Force Majeure, such adjustment to be substantiated by such evidence and
reasonably detailed calculations provided by Manager to Owner (Test Prong 1); and

2.
The Revenue Index of the Hotel during the Performance Termination Period is
less than the Revenue Index Threshold for such Performance Termination Period (Test Prong 2).

B.
Owner shall exercise such option to terminate by serving written notice thereof
on Manager no later than sixty (60) days after Owners receipt of the final
Accounting Period Statement for the Performance Termination Period, and this
Agreement shall terminate as of the end of the second (2nd) full
Accounting Period following the date on which Manager receives the
above-described notice from Owner. Notwithstanding anything contained herein to
the contrary, Manager at its option may elect to void Termination pursuant to
Section 2.02.A. for the then-current Performance Termination Period (but not
for any future Performance Termination Period) by notifying Owner within ten
(10) days after Managers receipt of such notice from Owner; provided, however,
that the amount that was sufficient to have avoided the failure of the test in Section
2.02.A.1 (the Deficit Amount)
shall be made up to Owner by either (i) Manager paying the Deficit Amount to
Owner within such ten (10) day period or (ii) offsetting the Deficit Amount
against any Base Management Fees, Incentive Management Fees and/or other
amounts or reimbursements payable to Manager under this Agreement, as Owner may
direct. Owners exercise of its termination rights hereunder shall not be
effective if the failure of the test is due to Owners default of its
obligations under this Agreement.

C.
Notwithstanding the provisions of Section 2.02.A above, in the event Manager
assigns its interest in this Agreement as part of a Non-Affiliate Sale
contemplated in Section 10.01 hereof, the performance test shall no longer be a
two prong test, but rather, Owner shall have the right to terminate this
Agreement (subject to the continuing effect of Section 2.02.B) for a failure of
the test if Manager fails to meet either Test Prong 1 or Test Prong 2 during
the Performance Termination Period in question.

D.
Owner shall have the option to terminate this Agreement in the event SALT or
GSS service scores for the Hotel (each, the Guest Satisfaction Score), as applicable (or any
equivalent successor service scoring program instituted by the franchise if
SALT or GSS, as

7

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applicable is
no longer used) is in the bottom fifteen (15%) of SALT or GSS service scores
for all hotels operating under the brand applicable to the Hotel, regardless of
ownership, for a twelve (12) consecutive month period, and the Guest
Satisfaction Scores for the Hotel are not related to the physical condition of
the Hotel, the result of inadequate funding provided by Owner or Owners
failure to comply with the terms of the Franchise Agreement. Such termination
right shall be exercisable by delivery of written notice by Owner to Manager,
which notice shall identify a date which is six (6) months after the date of
the notice, and which termination shall only be effective if Manager fails to
raise the average Guest Satisfaction Score for the Hotel above the 15%
threshold for such six month period and any continued failure to raise the
score above the 15% threshold is not the result of the physical condition of
the Hotel, the result of inadequate funding provided by Owner or Owners
failure to comply with the terms of the Franchise Agreement.

E.
Owners failure to exercise its right to terminate this Agreement pursuant to
this Section 2.03 shall not be deemed an estoppel or waiver of Owners
right to terminate this Agreement with respect to any subsequent event or
circumstance that could give Owner the right to terminate hereunder.

ARTICLE III 
COMPENSATION OF MANAGER

3.01. Management
Fees.

In
consideration of services to be performed during the Term, Manager shall be
paid the sum of the following as its management fees:

A. the Base Management Fee, which shall be
retained by Manager from Gross Revenues except as otherwise provided in this
Agreement; plus

B. the Incentive Management Fee as provided
in Section 3.02 below.

3.02. Operating
Profit.

A. Operating Profit, if any, shall be
distributed to Owner and to Manager in the following order of priority, except
as otherwise provided in this Agreement:

1.
An amount up to the maximum amount of Owners Priority shall be paid to Owner;

2.
The Incentive Management Fee shall be paid to Manager; and

3.
Any remaining balance of Operating Profit shall be paid to Owner.

Owners
Priority shall not be cumulative from one Fiscal Year to the next. Notwithstanding
anything in this Agreement to the contrary, Manager acknowledges and agrees
that Incentive Management Fees are only payable annually within thirty (30)
days after Owners receipt of the Annual Operating Statement; provided however,
that any Incentive Management Fee earned, but not then payable to Manager
pursuant to the preceding clause of this sentence,

8

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shall be held
by Manager in the Hotel Operating Account and not distributed to Owner pursuant
to Section 3.02.A.3 above.

B. To the extent of available Operating
Profit with respect to each Accounting Period, Manager shall distribute a
prorated portion of the Owners Priority (including any accrued and unpaid
Owners Priority) to Owner for each such Accounting Period in accordance with
Section 4.01.

ARTICLE IV 
ACCOUNTING, BOOKKEEPING AND BANK ACCOUNTS

4.01. Accounting,
Distributions and Annual Reconciliation.

A. Within twenty (20) days after the close
of each Accounting Period, Manager shall deliver an interim accounting (the Accounting Period Statement) to Owner,
prepared in accordance with the Uniform System of Accounts, showing Gross
Revenues, Deductions, Operating Profit and applications and distributions
thereof for the preceding Accounting Period and any other information
reasonably requested by Owner. Manager shall transfer to Owner, with each
Accounting Period Statement, any interim amounts due Owner, subject to Working
Capital needs, and shall retain any interim amounts payable to Manager pursuant
to the terms of this Agreement.

B. Calculations and payments of the
Incentive Management Fee, the Base Management Fee and distributions of
Operating Profit made with respect to each Accounting Period shall be accounted
for cumulatively within a Fiscal Year, but shall not be cumulative from one
Fiscal Year to the next, except as otherwise provided herein. Within the
earlier of either (i) sixty days after the end of each Fiscal Year or (ii) the
SEC Filing Period, Manager shall deliver to Owner a statement (the Annual Operating Statement) in
reasonable detail summarizing the operations of the Hotel for the immediately
preceding Fiscal Year and a certificate of Managers chief accounting officer
certifying that, to the best of his or her knowledge, such Annual Operating
Statement is true and correct. Subject to Owners right to audit provided for
in this Agreement and subject to such Annual Operating Statement being in
proper form and containing such information as may be reasonably requested by
Owner or otherwise agreed upon by the parties, such Annual Operating Statement
shall be deemed accepted by Owner unless objected to within fifteen (15)
Business Days after Owners receipt thereof. In the event Owner objects to such
Annual Operating Statement within such fifteen (15) Business Day period,
Manager shall have ten (10) days to address Owners objections and provide
Owner with a revised Annual Operating Statement. The parties shall, within five
(5) Business Days after Owners receipt of the final Annual Operating
Statement, make any adjustments, by cash payment, in the amounts paid or
retained for such Fiscal Year as are needed because of the final figures set
forth in such Annual Operating Statement. Such Annual Operating Statement shall
be controlling over the preceding Accounting Period Statements.

C. To the extent there is an Operating Loss
for any Accounting Period, additional funds in the amount of any such Operating
Loss shall be provided by Owner within thirty (30) days after Manager has
delivered written notice thereof to Owner. If Owner does not fund such
Operating Loss within the thirty (30) day time period, Manager shall have the
right (without

9

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affecting
Managers other remedies under this Agreement) to withdraw an amount to cover
such Operating Loss from future distributions of funds otherwise due to Owner.
Furthermore, if Owner fails to fund such deficiency upon request by Manager,
Manager may also withdraw interest upon such sum from the date payment was due
until repayment to Manager at a rate equal to the Prime Rate plus one percent
(1%) per annum.

4.02. Books
and Records.

Manager
shall maintain books of control and account pertaining to operations at the
Hotel on the accrual basis and in all material respects in accordance with the
Uniform System of Accounts. Owner may at reasonable intervals during Managers
normal business hours examine such records. If Owner desires to audit, examine
or review the Annual Operating Statement, Owner shall notify Manager in writing
within sixty (60) days after receipt of such Annual Operating Statement of its
intention to audit. Owner shall use reasonable efforts to complete such audit
within one hundred twenty (120) days after commencement thereof. If Owner does
not make such an audit, then such Annual Operating Statement shall be deemed to
be conclusively accepted by Owner as being correct, except in the event of
manifest error or fraud by Manager. If any audit by Owner discloses an
understatement of any amounts due Owner, Manager shall promptly pay Owner such
amounts found to be due, plus interest thereon at the Prime Rate plus one
percent (1%) per annum from the date such amounts should originally have been
paid. If any audit discloses that Manager has not received any amounts due it,
Owner shall pay Manager such amounts, plus interest thereon at the Prime Rate
plus one percent (1%) per annum from the date such amounts should originally
have been paid. The cost of the audit shall be paid by Owner; provided,
however, Manager shall pay for such cost if such audit discloses an
underpayment to Owner for the Fiscal Year so audited of five percent (5%) or
more of the amount that should have been paid to Owner for such Fiscal Year. In
addition, if the Franchise Agreement requires Owner to pay interest and/or the
cost of an audit to the Franchisor on account of an understatement in reports
provided by Manager, Manager shall pay such interest and costs in accordance
with the Franchise Agreement without (either directly or indirectly) passing
such charges on to Owner, and also such amounts so paid by Manager shall be
Managers Liabilities.

4.03. Accounts,
Expenditures.

A. All funds derived from operation of the
Hotel and Working Capital shall be deposited by Manager in Owners bank
accounts (the Operating Accounts)
established by Manager in a bank or banks designated by Manager with the
concurrence of Owner. Withdrawals by Manager from such Operating Accounts shall
be made solely by the General Manager or the Assistant General Manager of the
Hotel, a senior officer of Manager or such other representatives of Manager
whose signatures have been authorized by Manager with the concurrence of Owner.
Reasonable petty cash funds shall be maintained at the Hotel.

B. All payments made by Manager hereunder
shall be made from the Operating Accounts, Working Capital, petty cash funds or
from the Reserve (in accordance with Section 5.02). Manager shall not be
required to make any advance or payment with respect to the Hotel except out of
such funds, and Manager shall not be obligated to incur any liability or
obligation with respect to the Hotel, unless resulting from the gross
negligence or gross misconduct of the

10

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General
Manager or an officer of Manager at the vice president level or above (each, Managers Liability and, collectively,
Managers Liabilities).

C. Debts and liabilities (other than
Managers Liabilities) incurred by Manager as a result of its operation and
management of the Hotel pursuant to the terms hereof, whether asserted before
or after Termination, will be paid by Owner to the extent funds are not
available for that purpose from Gross Revenues, and Owner shall indemnify,
defend and hold Manager harmless from and against all loss, costs, liability,
and damage (including, without limitation, reasonable attorneys fees and
expenses) arising from Owners failure to pay or perform such debts and
liabilities. Manager shall pay, indemnify, defend and hold Owner harmless from
and against all Managers Liabilities and all loss, costs, liability and damage
(including, without limitation, reasonable attorneys fees and expenses)
arising from Managers failure to pay or perform Managers Liabilities. The
provisions of this Section 4.03.C shall survive Termination.

4.04. Annual
Operating Projection.

Manager
shall deliver to Owner for its review, at least thirty (30) days prior to the
beginning of each Fiscal Year after the first Fiscal Year following the
Effective Date, a preliminary draft of the business plan (including a proposed
budget) and a projection of the estimated Gross Revenues, departmental profits,
Deductions, Operating Profit and FF&E Leases for the forthcoming Fiscal
Year for the Hotel (the Annual Operating
Projection) for approval by Owner. Manager will consider in
good faith suggestions made by Owner with respect to the Annual Operating
Projection and make modifications thereto that are agreed upon by Owner and
Manager. In the case of the Fiscal Year beginning on the Effective Date,
Manager and Owner have already agreed upon the Annual Operating Projection for
such Fiscal Year. Upon approval of the Annual Operating Projection by Owner and
Manager, Manager in good faith shall use commercially reasonable efforts to
adhere to such Annual Operating Projection. In the event Owner and Manager are
unable to agree upon the Annual Operating Projection by the commencement of the
Fiscal Year to which it relates, Manager shall continue to manage the Hotel
pursuant to the previously approved Annual Operating Projection (including the
amount of Working Capital) increased by the lesser of (i) three percent (3%) or
(ii) the percentage increase in the CPI, until such time as Owner and Manager
agree on an Annual Operating Projection for the Fiscal Year. If Owner objects
to any portion of the Proposed Annual Operating Projection, Owner shall be
specific as to category and any category not specifically disapproved by Owner
shall be deemed approved. Owner will provide Manager with the specific reasons
for its disapproval with Owners written objection, and the parties will
attempt to resolve, in good faith, any objections within the thirty (30) day
period following Owners objection.

4.05. Working
Capital.

The
parties recognize that, as of the Effective Date, the level of Working Capital
funds, which shall be held in the Operating Accounts, is reasonably believed to
be reasonably sufficient for the operations of the Hotel, subject at all times
to seasonal differences and reasonably foreseeable changes in circumstances
after the Effective Date. Manager may from time to time during the Term request
that Owner advance additional funds in excess of those set forth on Schedule 1
necessary to maintain Working Capital at levels reasonably determined by
Manager (with the concurrence of Owner acting in its reasonable discretion, not
to be unreasonably

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withheld,
conditioned or delayed) to be necessary to satisfy the needs of the Hotel. In
the event Owner and Manager are unable to agree upon the amount of additional
Working Capital within thirty (30) days after Owners receipt of such written
notice from Manager, Manager may elect to terminate this Agreement. If Owner
and Manager agree in writing upon the need for an amount of additional Working
Capital and Owner does not so fund the additional Working Capital within ten
(10) Business Days after Owners receipt of a written request from Manager to
fund such agreed upon additional Working Capital, Manager shall have the right
to withdraw an amount equal to the funds agreed upon and requested for
additional Working Capital from future distributions of funds otherwise due
Owner. All funds so advanced for Working Capital shall be utilized by Manager
for the purposes of this Agreement. Subject to the foregoing, to the extent
that there is insufficient Available Cash Flow to do so, Owner agrees to
replenish the Working Capital to the level of the Working Capital required
under Schedule 1 as may have been increased by agreement of the Parties, within
ten (10) Business Days after Owners receipt of each Accounting Period
Statement. Upon Termination, Manager shall immediately return the outstanding
balance of the Working Capital to Owner.

4.06. Fixed
Asset Supplies.

The
parties further recognize that, as of the Effective Date, the level of Fixed
Asset Supplies is reasonably believed to be reasonably sufficient for the
operations of the Hotel, subject at all times to seasonal differences and
reasonably foreseeable changes in circumstances after the Effective Date. Any additional
funds which are necessary to maintain Fixed Asset Supplies at levels determined
by Manager (with the concurrence of Owner) to be necessary to satisfy the needs
of the Hotel, shall be paid from Gross Revenues as Deductions. Fixed Asset
Supplies shall remain the property of Owner throughout the term of this
Agreement and upon Termination.

4.07. Real
Estate and Personal Property Taxes.

A. Subject to the availability of funds and
except as specifically set forth in Section 4.07.B below, all real estate and
personal property taxes, levies, assessments (including special assessments
(regardless of when due or whether they are paid as a lump sum or in
installments over time) imposed because of facilities that are constructed by
or on behalf of the assessing jurisdiction (for example, roads, sidewalks,
sewers, culverts, etc.) which directly benefit the Hotel (regardless of whether
or not they also benefit other buildings)), Impact Fees (regardless of when due or whether they are
paid as a lump sum or in installments over time) which are required of Owner as
a condition to the issuance of zoning variances or building permits, and
similar charges on or relating to the Hotel (collectively, Impositions) during the Term shall be
paid by Manager from Gross Revenues, before any fine, penalty, or interest is
added thereto or lien placed upon the Hotel, unless payment thereof is in good
faith being contested and enforcement thereof is stayed. Any such payments
shall be Deductions in determining Operating Profit. Owner shall, within five
(5) days after receipt, furnish Manager with copies of official tax bills and
assessments which it may receive with respect to the Hotel. Either Landlord or
Owner may, and at Owners request Manager shall, initiate proceedings to
contest any negotiations or proceedings with respect to any Imposition, and all
reasonable costs of any such contest shall be paid from Gross Revenues and
shall be a Deduction in determining Operating Profit. Manager shall, as part of
its contest or negotiation of any Imposition, be

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entitled, on
Owners behalf, to waive any applicable statute of limitations in order to
avoid paying the Imposition during the pendency of any proceedings or
negotiations with applicable authorities. Notwithstanding anything contained
herein to the contrary, at Owners option (i) Manager shall establish an escrow
account in the name of Owner in a bank or banks designated by Manager with the
concurrence of Owner and shall deposit monthly into such account from Gross
Revenues an amount that Manager reasonably estimates shall be sufficient to pay
the Impositions, in which case Manager shall pay the Impositions from funds in
the escrow account as and when the Impositions become due (and Owner shall
promptly deposit into the escrow account any deficiency if the estimated
monthly payments are not sufficient to pay all of the Impositions if there is
insufficient Available Cash Flow to do so) or (ii) the amounts that would
otherwise be deposited into such escrow account shall be included in the
Operating Profit, not deducted from Gross Revenues and shall be distributed in
cash to Owner along with the remainder of the Owners Priority. If Owner elects
to retain such amounts pursuant to clause (ii) above, Manager shall accrue such
amounts as a reserve on the accounting records of the Hotel, and Owner shall
fund the same as and when the Impositions become due, but such accrued and
unfunded amounts shall be deducted from Gross Revenues for purposes of
calculating the Incentive Management Fee. In addition, if any Mortgagee
requires the establishment of an escrow account with respect to the
Impositions, Manager shall comply with such requirements, and the amounts so
escrowed shall be applied to Impositions in accordance with such Mortgagees
requirements. Any amounts paid with respect to Impositions shall be Deductions.

B. The word Impositions as used in this Agreement shall not include
any franchise, corporate, estate, inheritance, succession, capital levy or
transfer tax or other assessment or payment in lieu thereof imposed on Owner or
Manager respectively, or any income tax imposed on any income of Owner or
Manager respectively (including distributions to Owner or Manager pursuant to
Article III hereof), all of which shall be paid solely by Owner or Manager, as
applicable, not from Gross Revenues nor from the Reserve.

4.08. Sarbanes-Oxley
Certification.

A. Owner may, in connection with its or any
of its Affiliates annual or quarterly Securities and Exchange Commission
reporting requirements (and in any event no more than four (4) times in any
Fiscal Year), request that Manager deliver to Owner or its Affiliate a
certificate from an accounting officer of Manager, in a form approved by
Owners accounting firm, certifying that, to his or her knowledge, the
information contained in the Accounting Period Statements for the Accounting
Periods contained within the applicable Fiscal Year or quarter are true and
correct in all material respects, subject to final adjustment based on the
annual review conducted by Manager in preparing the Annual Operating Statement.
Owner shall submit such request in writing, along with the date by which such
certificate is to be delivered, not less than five (5) business days prior to the
requested delivery date, and Manager shall deliver the certificate by the
requested date or, if later, within five (5) Business Days after Managers
receipt of Owners request.

B. In connection with Owners or its
Affiliates certifications under Section 404 (Section 404) of the Sarbanes-Oxley Act of 2002, Owner or such
Affiliate shall have the right, at its option:

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1.
Either (i) to require Manager to document its processes and related internal
controls for Owner or such Affiliate to use in its required documentation under
Section 404 or (ii) to have access to Managers books and records relating to
the Hotel (including, without limitation, reasonable access to Managers
premises) to document Managers processes and related internal controls; and

2.
Either (i) to require testing by Manager of the controls identified in clause 1
above or (ii) to have access to Managers books and records relating to the
Hotel (including, without limitation, reasonable access to Managers premises)
to permit Owner or such Affiliate to test the controls identified in clause 1
above.

Manager
shall provide Owners or such Affiliates independent auditors access to
Managers books and records relating to the Hotel (including, without
limitation, access to Managers premises) to conduct their audit of the testing
performed pursuant to this Section 4.08. If Owner or such Affiliate determine
such controls have weaknesses which should be mentioned in Owners or such
Affiliates report on internal controls under Section 404 or other
certifications under the Sarbanes-Oxley Act of 2002, Manager shall use its best
efforts to remedy and/or correct identified weaknesses within thirty (30) days
after notice.

ARTICLE V 
REPAIRS, MAINTENANCE AND REPLACEMENTS

5.01. Repairs
and Maintenance to be Paid from Gross Revenues.

Subject
to the availability of adequate funds, Manager shall maintain the Hotel in good
repair and condition, comply with and abide by all applicable Legal
Requirements pertaining to its operation of the Hotel and shall make or cause
to be made such routine maintenance, repairs and minor alterations as it
determines are necessary for such purposes and as required pursuant to the
terms of the Franchise Agreement or by Owner. The phrase routine maintenance, repairs and minor alterations
as used in this Section 5.01 shall include only those which are normally
expensed under generally accepted accounting principles. The cost of such
maintenance, repairs and alterations shall be paid from Gross Revenues (and not
from the Reserve) and shall be treated as a Deduction.

5.02. Repairs,
Maintenance and Equipment Replacements to be Paid from Reserve.

A. Owner shall establish and maintain a
reserve account in the name of Owner (the Reserve), in a bank or similar
institution reasonably acceptable to both Manager and Owner, to cover the cost
of:

1.
Replacements, renewals and additions to the FF&E at the Hotel; and

2.
Routine Capital Expenditures.

B. Manager shall transfer into the Reserve
a percentage of the Gross Revenues as provided in Schedule 1. Transfers
into the Reserve shall be made at the time of each Accounting Period Statement.
All amounts transferred to the Reserve shall be a Deduction and shall be
deposited in the Reserve account described in Section 5.02.A.

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C. Subject to the availability of adequate
funds, Manager shall from time to time make such (1) replacements and renewals
to the FF&E of the Hotel, and (2) Routine Capital Expenditures, as may be
agreed upon by Owner and Manager or as may be required by the Franchise
Agreement. Except as may be required by the Franchise Agreement, no
expenditures will be made in excess of the balance of the Reserve without the
approval of Owner. At the end of each Fiscal Year, any amounts remaining in the
Reserve shall be carried forward to the next Fiscal Year. Proceeds from the
sale of FF&E no longer necessary to the operation of the Hotel shall be
added to the Reserve. The Reserve will be kept in an interest-bearing account,
and any interest which accrues thereon shall be retained in the Reserve.
Neither (x) proceeds from the disposition of FF&E, nor (y) interest which
accrues on amounts held in the Reserve, shall (a) result in any reduction in
the required contributions to the Reserve set forth in Section 5.02.B above,
nor (b) be included in Gross Revenues. Upon request by Manager, within five (5)
Business days after Managers request therefor, Owner shall release funds from
the Reserve to Manager based on Managers submission of vendor invoices
supporting such request.

1.
All repairs, alterations, improvements, renewals or replacements made pursuant
to this Article V, and all amounts kept in the Reserve, shall be the property
of Owner, subject to Managers rights to apply such funds as provided in this
Agreement. In addition and notwithstanding anything contained herein to the
contrary, no funds shall be expended for replacements, renewals and additions
to the FF&E, for Routine Capital Expenditures or for any other capital
expenditures unless each such expenditure is included in the Annual Operating
Projection approved by Owner or is otherwise approved by Owner. In the event
that Owner requests that Manager perform capital improvements that are not
included in the Annual Operating Projection, Manager will perform such
improvements provided that Owner and Manager have theretofore agreed upon a
mutually satisfactory funding mechanism to pay for the cost of such
improvements. Notwithstanding the foregoing, in case of threatened damage or
destruction to the Hotel or persons or property thereon due to Force Majeure or
other comparable emergency, Manager may make such repairs, replacements or
improvements to the Hotel as Manager reasonably deems necessary to avoid and/or
minimize any such damage or destruction without Owners prior consent.

D. Notwithstanding anything contained
herein to the contrary, at all times that Owner is owned or controlled by Apple
REIT Ten, Inc., at Owners option the amounts that would otherwise be deposited
into the Reserve pursuant to this Section 5.02 may be commingled with other
funds of Owner or its Affiliates and held in a reserve account in the name of
Owner or its Affiliate. Further, in such case, Manager shall accrue such
amounts as a reserve on the accounting records of the Hotel, and Owner shall
release such funds to Manager in accordance with the provisions of Section 5.02.C
hereof. All amounts transferred to the reserve under Section 5.02.D shall be a
Deduction.

E. Unless otherwise expressly covered by
this Article V (including without limitation in case of emergency as provided
in Section 5.02.D.), Manager shall not make any capital expenditure or
improvement without first obtaining Owners prior written consent and approval.

5.03 Capital
Expenditures

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A.
Manager shall prepare an annual estimate (the Building Estimate) of the expenses necessary for
non-routine or major repairs, alterations, improvements, renewals,
replacements, and additions to the Hotel including, without limitation, the
structure, the exterior facade and all of the mechanical, electrical, heating,
ventilating, air conditioning, plumbing or vertical transportation elements of
the Hotel building (the foregoing expenditures, together with all other
expenditures which are classified as capital expenditures under generally
accepted accounting principles, shall be collectively referred to as Capital Expenditures. Manager shall
submit the Building Estimate to Owner for its review and approval at the same
time the Annual Operating Projection is submitted. Manager shall not make any
Capital Expenditures without the prior consent of Owner, unless otherwise
permitted herein. Owner shall have thirty (30) days after receipt to review and
approve such Building Estimate, it being agreed that Owner shall not withhold
its approval with respect to Capital Expenditures as are required, in Managers
reasonable judgment, to keep the Hotel in a first class, competitive, efficient
and economical operating condition and/or in accordance with the requirements
of the Franchise Agreement, or otherwise required for the continued safe and
orderly operation of the Hotel, including the removal of Hazardous Materials in
compliance with all Environmental Laws or in compliance with all Legal
Requirements. Owners right to review and approve the Building Estimate, shall
be governed by the terms and conditions of this Section 5.03 and Section 4.04,
with the Building Estimate being treated in the same manner as the Proposed
Annual Operating Projection under Section 4.04.

B.
Notwithstanding the provisions of Section 5.03.A, Manager shall be authorized
to take appropriate remedial action (including making any necessary Capital
Expenditures) without receiving Owners prior consent in the following
circumstances: (i) if there is an emergency threatening the Hotel, its guests,
invitees or employees; or (ii) if the continuation of the given condition will
subject Manager and/or Owner to civil or criminal liability, and, following
written notice from Manager, Owner has failed (x) to authorize Manager to
remedy the situation and (y) if appropriate under the circumstances, to take or
authorize Manager to take appropriate and immediate legal action to stay the
effectiveness of any law, ordinance, regulation or order creating such risk of
civil or criminal liability. In any such case, Owner shall hold harmless,
indemnify and defend Manager from any claims, actions, suit, liability or loss
resulting from Managers or Owners remedial action taken pursuant to this
Section 5.03.B. Manager shall cooperate with Owner in the pursuit of any such
action and shall have the right to participate therein. The provisions of this
Section 5.03.B shall survive Termination of this Agreement.

C.
The cost of all Capital Expenditures (including the expenses incurred by either
Owner or Manager in connection with any civil or criminal proceeding described
above) shall be borne solely by Owner, and shall not be paid from Gross
Revenues, nor from the FF&E Reserve, and shall not constitute a Deduction,
but shall increase Owners Priority as provided in the definition of Owners
Priority.

ARTICLE VI 
INSURANCE

6.01. Property
Insurance.

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A. During the term of this Agreement, Owner
shall procure from insurance companies with recognized responsibility, and
maintain, using funds deducted from Gross Revenues as a Deduction,the following
insurance and /or such other additional insurance as may be approved or
required by Owner or required by the Franchise Agreement:

1.
Insurance on the Hotel (including contents) against loss or damage by all
perils included in all risk (as such term is commonly used in the insurance
industry) coverage, in an amount not less than one hundred percent (100%) of
the replacement cost thereof, except that if such 100% replacement cost
coverage is not available on reasonable rates and terms, then such insurance
shall be in an amount not less than ninety percent (90%) of the replacement
cost thereof (less excavation and foundation costs), of the Hotel;

2.
Insurance against loss or damage from explosion of boilers, pressure vessels,
pressure pipes and sprinklers, to the extent applicable, installed in the
Hotel;

3.
If the Hotel is in an earthquake-prone area, earthquake insurance in accordance
with Prudent Industry Practices.

4.
Business interruption insurance covering loss of profits and necessary
continuing expenses for interruptions caused by any occurrence covered by the
insurance referred to in Section 6.0l.A.1, 2 and 3, for a period of not less
than one (1) year after the occurrence, of a type and in amounts and with such
deductible limits as are agreed upon by Owner and Manager.

B. All policies of insurance required under
Section 6.01.A. 1, 2 and 3 shall insure Owner, Landlord, Manager, and any Mortgagee,
and any losses thereunder shall be payable to the parties as and to the extent
their respective interests, if any, may appear. Owner will promptly notify
Manager of the insurance requirements of any Mortgagee.

6.02. Operational
Insurance.

During
the term of this Agreement, Owner shall, or shall require Manager to procure
and maintain, using funds deducted from Gross Revenues as a Deduction, with
insurance companies with recognized responsibility, the following insurance
and/or such other insurance as may be approved or required by Owner:

A. Workers, compensation and employers
liability insurance as may be required under applicable laws covering all of
Managers employees at the Hotel, with such deductible limits or self-insured
retentions as are agreed upon by Owner and Manager;

B. Commercial general liability insurance
against claims for all injury, death or property damage occurring on, in, or
about the Hotel, and automobile insurance on vehicles owned or leased by owner
and operated in conjunction with the Hotel, with a combined single limit of not
less than Twenty Million Dollars ($20,000,000) for each occurrence for personal
injury, death and property damage, with such deductible limits as are agreed
upon by Owner and Manager;

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C. Fidelity bonds or crime insurance with
respect to the Hotel employees handling funds of the Hotel, in an amount
approved by Owner;

D. Employment practices liability insurance
covering all of Managers employees at the Hotel, in an amount agreed approved
by Owner; and

E. Such other insurance in amounts as
Manager in its reasonable judgment deems advisable for protection against
claims, liabilities and losses arising out of or connected with the operation
of the Hotel or as reasonably required by a Mortgagee or the franchisor under
the Franchise Agreement.

All
policies of insurance required under Section 6.02 (except for the policies
required under Section 6.02.A., C., and D) shall be issued in the name
of Owner, as the named insured, and shall have Manager, Franchisor and any
Mortgagee as additional insureds. The policy of insurance required under
Section 6.02. A., C., and D shall be issued in the name of Manager, with Owner,
Franchisor and any Mortgagee as additional insureds. Such coverages shall be
provided on a primary and non-contributory basis. Any property losses
thereunder shall be payable to the respective parties as their interests may
appear.

6.03. Coverage.

Either
Owner or Manager may require that insurance and/or additional insurance and/or
coverage be maintained in excess of that set forth in this Article 6, to the
extent customarily carried in accordance with Prudent Industry Practice,
provided that the cost of insurance beyond that customarily carried in
accordance with Prudent Industry Practice shall not be a Deduction and shall be
borne solely by the party requesting the same unless such insurance and
coverage is also a requirement of any Mortgage or the Franchise Agreement in
which case it shall be a Deduction. Subject to Owners prior approval, such
approval not to be unreasonably withheld, and the provisions of Section 6.05,
all insurance described in Sections 6.01 and 6.02 may be obtained
by Manager by endorsement or equivalent means under its blanket insurance
policies, provided that such blanket policies fulfill the requirements
specified herein. Deductible limits shall be as agreed upon by Owner and
Manager. No coverage required hereunder shall be self-insured by Manager
without prior written approval of Owner. Owner shall have the right to approve
the insurance policies to be obtained by Manager pursuant hereto and the
insurance companies issuing such policies.

6.04. Costs
and Expenses.

Insurance
premiums and any costs or expenses with respect to the insurance described in
this Article VI shall be Deductions in determining Operating Profit. Premiums
on policies for more than one year shall be charged pro rata against Gross
Revenues over the period of the policies. Any reserves, losses, costs, damages
or expenses which are uninsured, or fall within deductible limits, shall be
treated as a cost of insurance and shall be Deductions in determining Operating
Profit.

6.05. Owners
Right to Provide Insurance.

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Notwithstanding
anything contained in this Agreement to the contrary, Owner and/or its
Affiliates (including, without limitation, Landlord) shall have the right to
procure and maintain any or all of the insurance for the Hotel otherwise
required to be maintained by Manager under this Article VI and in lieu of
Managers procuring the same, provided that Owner shall give Manager not less
than thirty (30) days notice of Owners intent to provide such insurance and
shall provide to Manager upon request certificates of insurance evidencing the
same and provided that such insurance procured by Owner shall not become
effective until the end of the then-current term of the applicable policy or
policies maintained by Manager. In such case, all of the terms and conditions
of this Article VI, to the extent applicable, shall govern the insurance
procured by Owner under this Section 6.05. Without limiting the
generality of the foregoing, all insurance premiums and any costs or expenses
with respect to such insurance shall be Deductions in determining Operating
Profit. Owner confirms its election to procure and maintain the insurance
required under Section 6.01 as of the Effective Date, and Manager
confirms its obligation to procure and maintain all other insurance for the
Hotel as of the Effective Date. Owner and Manager acknowledge and agree that
Owner may from time to time change any election to maintain or require Manager
to maintain the insurance for the Hotel required pursuant to this Agreement by
giving Manager at least thirty (30) days notice.

ARTICLE VII
DAMAGE AND CONDEMNATION

7.01. Damage and Repair.

A.If, during the Term, the Hotel is damaged or destroyed
by fire, casualty, or other cause, Owner shall, at its option, and at its sole
cost and expense, repair or replace the damaged or destroyed portion of the
Hotel to substantially the same condition as existed previously. Manager shall
have the right to discontinue operating the Hotel to the extent it deems
necessary to comply with applicable law, ordinance, regulation or order or as
necessary for the safe and orderly operation of the Hotel.

B.In the event damage or destruction to the Hotel from
any cause materially and adversely affects the operation of the Hotel and Owner
notifies Manager that Owner will not repair or replace such damage or fails to
timely (taking into consideration the time taken to adjust the insurance claim)
commence and/or complete the repairing, rebuilding or replacement of the same
so that the Hotel shall be substantially the same as it was prior to such
damage or destruction, Manager or Owner may, at its option, elect to terminate
this Agreement upon sixty (60) days written notice. Additionally, if the
Franchise Agreement is terminated due to Owners failure to repair and restore
the Hotel, this Agreement shall terminate, effective upon the termination of
the Franchise Agreement. In either such event, upon such Termination under this
Section 7.01.B, in addition to any of Managers other rights hereunder
and under Section 11.10 hereof, Owner shall pay Manager a termination fee equal
to the Termination Fee set forth in Schedule 1. Notwithstanding the
foregoing, if following a casualty Owner terminates this Agreement and
thereafter repairs the Hotel within 24 months following the date of casualty to
substantially the same as it was prior to such damage or destruction, Owner
shall re-engage Manager to manage the Hotel on the same terms and conditions as
this Agreement except that the Term shall be extended for a period equal to the
time between the date of termination and the date of re-engagement and no
Termination Fee shall be payable under the new management

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agreement. The provisions of this Section7.01 shall survive Termination
of this Agreement and shall be binding upon any purchaser of the Hotel if such
purchase occurs during the aforesaid 24-month period. To provide notice to
subsequent purchasers during such 24-month period, Owner shall execute and
deliver to Manager a memorandum in proper form for recording in the land
records in which the Hotel is located, which Manager may record to provide
record notice of the terms of this Section 7.01B.

7.02 Condemnation.

A.
In the event all or substantially all of the Hotel shall be taken in any
eminent domain, condemnation, compulsory acquisition, or similar proceeding by
any competent authority for any public or quasi-public use or purpose, or in
the event a portion of the Hotel shall be so taken, but the result is that it
is unreasonable to continue to operate the Hotel in accordance with the
standards required by this Agreement, this Agreement shall terminate and Owner
shall pay a termination fee to Manager equal to the Termination Fee set forth
on Schedule 1. The provisions of this Section 7.02 shall survive Termination of
this Agreement.

B.
In the event a portion of the Hotel shall be taken by the events described in Section
6.02.A but the result is not to make it unreasonable to continue to operate
the Hotel, this Agreement shall not terminate. However, so much of any award
for any such partial or temporary taking or condemnation as shall be necessary
to render the Hotel equivalent to its condition prior to such event shall be
used by Owner for such purpose; and Manager shall have the right to discontinue
operating the Hotel to the extent it deems necessary for the safe and orderly
operation of the Hotel.

C.
In the event a portion or all of the Hotel shall be taken on a temporary basis,
without damage to the physical structure, but damage only to business
operations, any award for such taking shall be treated as Gross Revenues and
accounted for accordingly.

ARTICLE VIII
MORTGAGES AND OTHER LIENS

8.01. Subordination to Mortgage.

Subject to
the provisions of Section 1.02.A.10, Manager shall provide to any Mortgagee an
instrument (the Subordination Agreement),
reasonably satisfactory in all respects to Manager, Owner and such Mortgagee;
provided, however, such Subordination Agreement will not impair the ability of
Manager to operate the Hotel and receive payments due Manager under this
Agreement, or modify the terms and conditions of this Agreement without
Managers approval in its sole and absolute discretion, which shall be
recordable in the jurisdiction where the Hotel is located.

8.02. Amendments Requested by Mortgagee.

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If
requested by any Mortgagee or prospective Mortgagee and otherwise consistent
with this Agreement, Manager agrees to execute and deliver any amendment of
this Agreement that is reasonably required by such Mortgagee or prospective
Mortgagee, provided that Manager shall be under no obligation to amend this
Agreement if the result of such amendment would be: (i) to reduce, defer or
delay the amount of any payment to be made to Manager hereunder; (ii) to
materially and adversely increase Managers obligations or affect Managers
rights under this Agreement; (iii) to change the Term; or (iv) to cause the
Hotel to be operated other than pursuant to the Franchise Agreement or Prudent
Industry Practice and other provisions hereof unless otherwise agreed to by
Owner and Manager. Any such amendment shall be in effect only for the period of
time in which such Mortgage is outstanding.

8.03. Liens; Credit.

Manager
(subject to the availability of adequate funds for such purpose) and Owner
shall use commercially reasonable efforts to prevent any liens from being filed
against the Hotel which arise from any maintenance, repairs, alterations,
improvements, renewals or replacements in or to the Hotel and shall cooperate
fully in obtaining the release of any such liens. If the lien was not
occasioned by the fault of either party, the cost of releasing any lien shall
be treated the same as the cost of the matter to which it relates. If the lien
arises as a result of the fault of either party, then the party at fault shall
bear the cost of obtaining the lien release. In no event shall either party
borrow money in the name of or pledge the credit of the other.

8.04 Owners Agreement.

Simultaneously
with the execution of this Agreement, Owner shall obtain from the Fee Owner and
Landlord under the TRS Lease Agreement and deliver to Manager, a duly executed
Owners Agreement in favor of Manager, substantially in the form attached
hereto as Exhibit C.

ARTICLE IX 
EVENTS OF DEFAULTS

9.01. Events of Default.

Each of the
following shall, to the extent permitted by applicable law, constitute an Event of Default under this Agreement.

A.The filing of a voluntary petition in bankruptcy or
insolvency or a petition for reorganization under any bankruptcy law by either
party, or the admission by either party that it is unable to pay its debts as
they become due.

B.The consent to an involuntary petition in bankruptcy or
the failure to vacate, within ninety (90) days from the date of entry thereof,
any order approving an involuntary petition by either party.

C.The entering of an order, judgment or decree by any
court of competent jurisdiction, on the application of a creditor, adjudicating
either party as bankrupt or insolvent or approving a petition seeking
reorganization or appointing a receiver, trustee, or liquidator of all

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or a substantial part of such partys assets, and such order, judgment
or decrees continuing unstayed and in effect for an aggregate of sixty (60)
days (whether or not consecutive).

D.The failure of either party to make any payment
required to be made in accordance with the terms of this Agreement, as of the
due date as specified by or provided in this Agreement and the failure to cure
such default within ten (10) days after receipt of written notice from the
non-defaulting party demanding such cure.

E.The failure of Manager to pay Owners Priority or
other distributions of Operating Profit to Owner when due as set forth in this
Agreement and the failure to cure such default within two (2) Business Days
after receipt of written notice from Owner demanding such cure; provided,
however, Owner shall not be required to provide notice of such default more
than one time during any consecutive 12-month period.

F.Owner or any of its Affiliates or Manager, any of its
Affiliates or any employee at the Hotel is or becomes a Specially Designated
National or Blocked Person, and such is not removed within ten (10) days after
notice from either Owner or Manager to the other.

G.In carrying out its duties hereunder, an officer (at
the vice president level or higher) of Manager or its Affiliates or the General
Manager commits (i) any act involving fraud, moral turpitude or willful
misconduct relating to the business or affairs of the Hotel, or (ii) is
formally charged with or indicted for committing, or convicted of an act which
constitutes a felony, and in any case described in (i) or (ii), and such act
materially adversely impacts the Hotel.

H.The failure of either party to perform, keep or
fulfill any of the other covenants, undertakings, obligations or conditions set
forth in this Agreement, and the continuance of such default for a period of
thirty (30) business days after the defaulting partys receipt of written
notice from the non-defaulting party of said failure, or, if the default is
such that it cannot reasonably be cured within said thirty (30) business day
period of time, if the defaulting party fails to commence the cure of such
default within said thirty (30) business day period of time or thereafter fails
to diligently pursue such efforts to completion, provided that in the case of
any default by Manager, such default is cured not later than ninety (90) days
after Managers receipt of such initial notice; provided, further, that if
Manager is diligently pursuing such cure to completion and due to an
uncooperative or unreasonably slow third party or source such cure cannot be
completed within the aforementioned 90 day period, Manager shall have such
additional time as is reasonably necessary to complete such cure. In the event
the defaulting party disputes the fact that a default has occurred based on a
reasonable interpretation of this Agreement, then such party shall notify the
other within ten (10) business days following the date of the initial default
notice of its reasons for denying the existence of a default and the parties shall
use good faith efforts to resolve the dispute within twenty (20) business days.
The period in which the defaulting party is required to effect a cure hereunder
shall be tolled while the parties are in discussions to resolve their dispute
provided such tolling period shall not exceed 30 business days. In the event
the parties fail to resolve their differences as to whether a default has
occurred or is continuing, either party shall be entitled to seek redress
through litigation or alternative dispute resolution.

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I.Any material misrepresentation or material breach of a
material warranty given in this Agreement which was false or misleading in any
material respect on or as of the date made or deemed made hereunder.

J.Excluding the performance of any work required under
any property improvement plan under the Franchise Agreement which is
outstanding on the Effective Date hereof (if any) and which is, by agreement of
the parties, the obligation of the prior owner of the Hotel to complete, the
failure of Owner to complete the construction, furnishing and equipping of the
Hotel in accordance with any subsequent plans approved by Franchisor under the
Franchise Agreement, or alternatively, perform or complete any and all work
required under any subsequent property improvement plan under the Franchise
Agreement and in compliance with the terms and conditions of the Franchise
Agreement and this Agreement.

9.02. Remedies.

Upon the
occurrence of an Event of Default, the non-defaulting party shall have the
right to pursue any one or more of the following courses of action: (i) to
terminate this Agreement by written notice to the defaulting party, which
Termination shall be effective as of the effective date which is set forth in
said notice (provided that said effective date shall be at least thirty (30)
days after the date of said notice; or, if the defaulting party is Manager, the
foregoing thirty (30) days shall be extended to such period of time as may be
necessary under applicable law pertaining to termination of employment); and
(ii) to institute any and all proceedings permitted by law or equity,
including, without limitation, actions for specific performance and/or damages.
The rights granted hereunder shall not be in substitution for, but shall be in
addition to, any and all rights and remedies available to the non-defaulting
party by reason of applicable provisions of law or equity.

9.03. Additional Remedies.

A.Upon the occurrence and during the continuance of an Event
of Default by either party under the provisions of Section 9.0l.D, the
amount owed to the non-defaulting party shall accrue interest, at an annual
rate equal to the Prime Rate plus three percent (3%), from and after the date
on which the Event of Default occurred.

B.The remedies granted under Section 9.02 and Section
9.03 shall not be in substitution for, but shall be in addition, to, any
and all rights and remedies available to the non-defaulting party (including,
without limitation, injunctive relief and damages) by reason of applicable
provisions of law or in equity and shall survive Termination.

ARTICLE X 
ASSIGNMENT AND SALE

10.01. Assignment.

A.Manager shall not assign or transfer its interest in
this Agreement without the prior written consent of Owner and the Franchisor;
provided, however, that (1) Manager may assign its interest in this Agreement
at any time without Owners consent to an Affiliate of Manager, subject to the
consent of Franchisor, to the extent such consent if required; and (2)

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following the expiration of the 8th full Fiscal Year,
Manager may assign its interest in this Agreement without Owners consent to
any non-Affiliate successor or purchaser in connection with a merger or
consolidation or a sale or assignment of the management rights to eighty
percent (80%) or more of the hotel properties managed by Manager, regardless of
the ownership of those hotel properties (a Non-Affiliate
Sale), provided that in any case Manager shall give notice thereof to
Owner and to the extent required, the Franchisor has consented thereto. Any
assignee consented to by Owner and by the Franchisor shall agree in writing to
be bound by and comply with the terms of this Agreement (such written agreement
to be acceptable in form and substance to Owner and the Franchisor). For
purposes of the foregoing, a transfer of Managers interest in this Agreement
shall not include (i) an assignment or pledge of Managers revenue stream under
this Agreement as security for an obligation or (ii) a transfer of Managers
interest in this Agreement by operation of law, including by merger or
consolidation; provided however, that a transfer of Managers interest in this
Agreement shall include a transfer of a controlling ownership interest, direct
or indirect, in Manager if such transfer is to a non-Affiliate of Manager.

B.Owner shall have the right to assign or transfer its
interest in this Agreement without the prior written consent of the Manager (1)
as security for a Mortgage of the Hotel in accordance with this Agreement, (2)
in connection with a sale, assignment, transfer or other disposition of the
Hotel by Owner or Landlord and (3) in connection with a merger or consolidation
or reorganization of, or a sale of all or substantially all of the assets of,
any Affiliate of Owner. Any sale or transfer of the Hotel shall be subject to
the continuing operation and affect of this Agreement and such purchaser,
assignee or transferee shall agree in writing to be bound by and comply with
the terms of this Agreement and the Owner Agreement. Notwithstanding the
foregoing, commencing in the eleventh full Fiscal Year of this Agreement and
thereafter, upon a sale of the Hotel, if the purchaser or its lessee does not
assume this Agreement or otherwise retain Manager upon substantially the same
terms as are set forth herein, such failure to assume this Agreement or retain
Manager shall not be an Event of Default hereunder and Owner may terminate this
Agreement effective upon the closing of such sale, provided Owner pays Manager
a sales termination fee (Sales Termination
Fee) equal to that dollar amount which is the product of the
average annual Base Management Fee and Incentive Management Fee earned by
Manager in the two Fiscal Years preceding the Fiscal Year in which the
Termination occurs, divided by twelve, and multiplied by the number of full or
partial calendar months remaining in the Initial Term. The provisions of this
Section 10.01 shall survive termination of this Agreement.

C.In the event Owner and the Franchisor consent to an
assignment of this Agreement by Manager, any further assignment or transfer
requiring consent hereunder shall also require the express consent in writing
of such parties. An assignment by Manager of its interest in this Agreement
shall not relieve Manager from its obligations under this Agreement.

D.Notwithstanding anything contained herein to the
contrary, neither Owner nor Manager shall assign its interest in this Agreement
to a Specially Designated National or Blocked Person.

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ARTICLE XI 
MISCELLANEOUS

11.01. Consents and Cooperation.

Wherever in
this Agreement the consent or approval of Owner or Manager is required, except
as otherwise provided in this Agreement or agreed by the parties, such consent
or approval shall not be unreasonably withheld, conditioned or delayed. Owner
agrees to cooperate with Manager by executing and using its commercially
reasonable efforts in obtaining all such leases, subleases, licenses, concessions,
equipment leases, service contracts and other agreements negotiated in good
faith and at arms length by Manager and pertaining to the Hotel that, in
Managers reasonable judgment, and in accordance with Prudent Industry
Practices, should be made in the name of the Owner, provided that all such
agreements shall be subject to Owners prior approval.

11.02. Relationship.

A.
In the performance of this Agreement, Manager shall act solely as an
independent contractor. Neither this Agreement nor any agreements, instruments,
documents, or transactions contemplated hereby shall in any respect be
interpreted deemed or construed as making Manager a partner, joint venturer
with, or agent of, Owner; provided, however, that the parties acknowledge that
the relationship created by this Agreement shall constitute an agency coupled
with an interest except as expressly provided herein. Owner and Manager agree
that neither party will make any contrary assertion, claim or counterclaim in
any action, suit, arbitration, or other legal proceedings involving Owner and
Manager.

B.
TO THE EXTENT ANY FIDUCIARY DUTIES ARE INCONSISTENT WITH, OR WOULD HAVE THE
EFFECT OF MODIFYING, LIMITING OR RESTRICTING, THE EXPRESS PROVISIONS OF THIS
AGREEMENT: (A) THE TERMS OF THIS AGREEMENT SHALL PREVAIL; (B) THIS AGREEMENT
SHALL BE INTERPRETED IN ACCORDANCE WITH GENERAL PRINCIPLES OF CONTRACT
INTERPRETATION WITHOUT REGARD TO THE COMMON LAW PRINCIPLES OF AGENCY (EXCEPT AS
EXPRESSLY PROVIDED FOR IN THIS AGREEMENT); AND (C) ANY LIABILITY BETWEEN THE
PARTIES SHALL BE BASED SOLELY ON PRINCIPLES OF CONTRACT LAW AND THE EXPRESS
FIDUCIARY DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE
THAT THE TERMS AND PROVISIONS OF THIS AGREEMENT AND THE DUTIES AND OBLIGATIONS
SET FORTH HEREIN ARE INTENDED TO SATISFY THE FIDUCIARY DUTIES WHICH MAY EXIST
AS A RESULT OF THE RELATIONSHIP BETWEEN THE PARTIES, INCLUDING WITHOUT
LIMITATION ALL DUTIES OF LOYALTY, GOOD FAITH, FAIR DEALING, FULL DISCLOSURE OR
ANY OTHER DUTY DEEMED TO EXIST UNDER THE COMMON LAW PRINCIPLES OF AGENCY OR
OTHERWISE.

THE
PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE AND RELEASE ANY RIGHT,
POWER OR PRIVILEGE EITHER MAY HAVE TO

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CLAIM OR RECEIVE FROM THE OTHER PARTY ANY PUNITIVE, EXEMPLARY,
STATUTORY OR TREBLE DAMAGES OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH
RESPECT TO ANY BREACH OF FIDUCIARY DUTIES.

C.
Any contract or agreement that Manager enters into with a third party to
provide goods or services to the Hotel shall be entered into in the name of
Manager and not Owner, and Owner have no liability with respect to any such
contract or agreement, except to the extent that any payments thereunder
constitute Deductions.

11.03. Applicable Law; Jurisdiction.

This
Agreement shall be construed under and shall be governed by the laws of the
State in which the Hotel is located, without regard to that states conflict of
laws provisions. Each of Owner and Manager hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the courts of such State and of the United States District
Court for such State, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such State court or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement shall affect
any right that Owner may otherwise have to bring any action or proceeding
relating to this Agreement against Manager in the courts of any jurisdiction.
Each of Owner and Manager hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to above.
Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

11.04. Recordation.

The terms
and provisions of this Agreement shall not run with the parcel of land
designated as the Site. Neither this Agreement nor any memorandum or short form
hereof shall be recorded or registered without the prior written consent of
Owner and Manager.

11.05. Headings.

Headings of
articles and sections are inserted only for convenience and are in no way to be
construed as a limitation on the scope of the particular articles or sections
to which they refer.

11.06. Notices.

Notices,
statements and other communications to be given under the terms of this
Agreement shall be in writing and delivered by hand against receipt or sent by
certified or registered mail (with a copy by first class mail) or Express Mail
service, in each case postage prepaid, return receipt requested or by
nationally utilized overnight delivery service, addressed to

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the parties at the respective addresses set forth in Schedule 1 or at
such other address as is from time to time designated by the party receiving
the notice. Any such notice that is mailed in accordance herewith shall be
deemed received when delivery is received or refused, as the case may be.
Additionally, notices may be given by telephone facsimile transmission,
provided that an original copy of said transmission shall be delivered to the
addressee by nationally utilized overnight delivery service on the business day
following such transmission. Telephone facsimiles shall be deemed delivered on
the date of such transmission.

11.07. Environmental Matters.

A.Manager shall operate the Hotel in compliance with all
applicable Environmental Laws. Manager shall (i) not use, generate or store any
Hazardous Materials in or on the Hotel except as necessary for the operation
and maintenance of the Hotel and in compliance with the Environmental Laws,
(ii) not allow, permit or cause the release or threat of release of any
Hazardous Materials in, on, under or from the Hotel, except for the ordinary
use of cleaning and maintenance supplies in compliance with applicable Environmental
Laws, (iii) not allow the accumulation of tires, spent batteries, construction
and demolition debris or any other solid waste, except for solid waste
generated from the operation of the Hotel and stored in containers for normal
scheduled pickup and disposal off site in compliance with applicable
Environmental Laws and (iv)use commercially reasonable efforts and subject to
the availability of funds for such purpose, to operate and maintain the Hotel
in a manner to prevent mold, fungal or other microbial growth or conditions
that are favorable for such growth, including, without limitation, the proper
operation and maintenance of heating, ventilation and air conditioning systems
and removal of any mold, fungal or microbial growth.

B.In the event of the discovery of a release or threat
of release of Hazardous Materials in, on, under or from any portion of the
Hotel during the Term, Manager shall promptly notify Owner and subject to the
availability of funds for such purpose, shall take all appropriate actions with
regard to such Hazardous Materials as required of an owner or operator under
applicable Environmental Laws. Manager shall keep Owner apprised of the status
of addressing the release or threat of release of Hazardous Materials, and Owner
shall have the right at any time to assume control of the matter from Manager.

C.All costs and expenses incurred pursuant to the
obligations set forth in Section 11.07.A and B shall be borne by
Owner except to the extent resulting from the gross negligence of an officer of
Manager its Affiliates at the vice president level or above or the General
Manager at the Hotel and that results in an uninsured loss, cost, liability
and/or damages in excess of $50,000 which materially and adversely impacts the
Hotel. In such case, Manager shall indemnify, defend and hold Owner harmless
from and against all losses, costs, liabilities and damages (including, without
limitation, engineers and attorneys fees and expenses, and the cost of
Litigation) to the extent arising out of such partys gross negligence. Owner
shall indemnify, defend and hold Manager harmless from and against all losses,
costs, liabilities and damages (including, without limitation, engineers and
attorneys fees and expenses, and the cost of Litigation) in connection with
the actions taken by Manager under this Section. Such indemnification
obligation of Owner and Manager shall survive Termination.

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Environmental Laws shall mean all
federal, state and local environmental, health and safety laws, rules,
regulations, ordinances, permits, orders, common law or requirements of any
governmental authority, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§
9601, et. seq., as amended; Solid Waste Disposal Act, 42 U.S.C.
§§ 6901, et. seq., as amended; Toxic Substances Control Act, 15
U.S.C. §§ 2601, et. seq., as amended; Hazardous Materials
Transportation Act, 49 U.S.C. §§ 5101, et. seq., as amended;
Federal Water Pollution Control Act, 33 U.S.C. §§ 1251, et. seq.

Hazardous Materials shall mean any
hazardous substances, hazardous wastes, toxic substances, hazardous materials,
petroleum or petroleum products, pollutants or contaminants (as those terms are
defined under Environmental Laws), including, without limitation,
polychlorinated biphenyls, lead or lead-based paint, asbestos or mold in such
concentrations or amounts as may impose clean-up, removal, monitoring or other
responsibility under the Environmental Laws

11.08. Confidentiality; Projections.

A.Owner and Manager agree that the terms of this
Agreement are strictly confidential and will use their reasonable efforts to
ensure that the terms of this Agreement are not disclosed to any outside person
or entities without the prior written consent of the other party, except (1) as
Owner may reasonably determine is required by any law, rule, regulation or
judicial process, or by any regulatory or supervisory authority having jurisdiction
over the parties or any of their Affiliates or (2) to the extent reasonably
necessary, (i) to obtain licenses, permits and other public approvals, (ii) in
connection with a financing of the Hotel, Owner, or any Affiliate thereof,
(iii) in connection with a Sale of the Hotel or other sale of Owner, or any
Affiliate thereof or its or their corporate assets, (iv) subject to the
provisions of Section 4.02, in connection with an audit or other
investigation conducted pursuant to this Agreement or (v) in connection with
either partys enforcement of its rights and remedies under this Agreement.
Notwithstanding the foregoing or anything to the contrary set forth herein, the
terms of this Agreement shall not be deemed confidential to the extent: (a)
such information becomes generally available to the public other than as a
result of unauthorized disclosure by the recipient or persons to whom such
recipient has made the information available; or (b) the party seeking to
disclose such confidential information can demonstrate to the reasonable
satisfaction of the other party that the information sought to be disclosed is
customarily disclosed by at least 80% of all Persons directly or indirectly
owning hotels in the United States.

B.Owner acknowledges that any written or oral
projections, pro formas, or other similar information that has been (prior to
execution of this Agreement) or will (during the Term) be provided by Manager
(or any Affiliate of either) to Owner is for information purposes only, and that
Manager, and any such Affiliate do not guarantee that the Hotel will achieve
the results set forth in any such projections, pro formas, or other similar
information. Owner further acknowledges that any such projections, pro formas,
or other similar information are based on assumptions and estimates,
unanticipated events may occur subsequent to the date of preparation of such
projections, pro formas and other similar information, and the actual results
achieved by the Hotel are likely to vary from the estimates contained in any
such projections, pro formas, or other similar information and such variations
might be material.

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11.09. Indemnification.

A.Manager hereby agrees to indemnify, defend and hold
harmless Owner, its officers, directors, stockholders, employees, agents and
their respective successors and assigns from and against any and all claims,
liabilities, damages, losses, obligations and costs (including reasonable
attorneys fees) associated with the operation of the Hotel and arising from
(i) the gross negligence, theft, fraud or willful misconduct of an officer of
Manager at the vice president level or above or the General Manager at the
Hotel (Manager Misconduct) and
(ii) any claim asserted by any employee or agent of Manager or its Affiliates
in respect of any Manager Misconduct, unless in each case the loss or liability
giving rise to such claim was caused by Owners breach of its obligations under
this Agreement.

B.Owner hereby agrees to indemnify, defend and hold
harmless Manager, its officers, directors, stockholders, employees, agents and
their respective successors and assigns (collectively, Manager Related Parties) from and against
any and all claims, liabilities, damages, losses, obligations and costs (including
reasonable attorneys fees) arising from Owners failure to comply with its
obligations under this Agreement and under the Franchise Agreement provided
however, that Owner shall have no obligation to indemnify, defend or hold
harmless Manager Related Parties with respect to a failure by Manager to obtain
a required Owner consent to a Material Management Decision. The terms of this Section
11.09 shall survive termination of this Agreement.

11.10. Actions to be Taken Upon Termination.

Upon a
Termination, the following shall be applicable:

A.Manager shall, within ninety (90) days after
Termination, prepare and deliver to Owner a final accounting statement with
respect to the Hotel, in compliance with Section 4.01 hereof, along with
a statement of any sums due from Owner to Manager pursuant hereto, dated as of
the date of Termination. Within thirty (30) days of the receipt by Owner of
such final accounting statement, the parties will make whatever cash
adjustments are necessary pursuant to such final statement. The cost of
preparing such final accounting statement shall be a Deduction, unless the
Termination occurs as a result of an Event of Default by either party, in which
case the defaulting party shall pay such cost. Manager and Owner acknowledge
that there may be certain adjustments for which the information will not be
available at the time of the final accounting and the parties agree to readjust
such amounts and make the necessary cash adjustments when such information becomes
available; provided, however, that all accounts shall be deemed final one (1)
year after Termination.

B.Subject to the reimbursements to be made pursuant to Section
11.10.D and E., Manager shall immediately release and transfer to Owner any
of Owners funds which are held or controlled by Manager with respect to the
Hotel.

C.Manager shall make available to Owner such books and
records respecting the Hotel (including those from prior years) as will be
needed by Owner to prepare the accounting statements, in accordance with the
Uniform System of Accounts, for the Hotel for the year in which the Termination
occurs and for any subsequent year.

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D.Manager shall (to the extent permitted by law without
default, penalty or premium) assign to Owner or to the new manager all
operating licenses and permits for the Hotel which have been issued in
Managers name (including liquor and restaurant licenses, if any); provided
that if Manager has expended any of its own funds in the acquisition of any of
any of such licenses or permits, Owner shall reimburse Manager therefor if it
has not done so already unless such expenditure is a Managers Liability.

E.If this Agreement is terminated by reason of Owners
Event of Default, a reasonable reserve shall be established from Gross Revenues
to reimburse Manager for all costs and expenses incurred by Manager, as a
result of such Termination, in terminating its employees at the Hotel, such as
severance pay, unemployment compensation, employment relocation and other
employee liability costs arising out of the termination of employment of
Managers employees at the Hotel. If Gross Revenues are insufficient to meet
the requirements of such reserve, then Owner shall deposit in an escrow account
with an escrow agent reasonably acceptable to Owner and Manager, pursuant to an
escrow agreement on terms and conditions reasonably satisfactory to Owner and
Manager, as mutually agreed upon by the parties, within ten (10) Business Days
after receipt of Managers written request therefor, the sums necessary to
establish such reserve.

F.Owner may, at its option, (i) provide Manager and/or
the employees at the Hotel (or require Manager to provide to the employees at
the Hotel) at least sixty (60) days notice of a Termination and/or (ii) cause
the entity which shall succeed Manager as the operator of the Hotel to offer
employment to a sufficient number of the employees at the Hotel to avoid the
occurrence, in connection with such Termination, of a plant closing or mass
layoff within the meaning of the WARN Act. If Owner elects to cause the entity
which shall succeed Manager as operator of the Hotel to offer employment to
certain of Managers employees, Manager shall not take any action that would
cause such employees not to continue as employees at the Hotel, except for
reasons of cause and as agreed by Owner.

G.If this Agreement is terminated in accordance with its
terms for any reason other than (1) a material Event of Default by Manager, (2)
a Performance Termination pursuant to Section 2.02.A, or (3) expiration
of the Term, then Owner shall, within ten (10) days after Managers request
therefor, pay to Manager the Termination Fee set forth in Schedule 1. If
Owner fails to pay the Termination Fee within the time period set forth herein,
then Manager shall have the right (without affecting Managers other remedies
under this Agreement) to withhold the amount of such fee from the Operating
Accounts, the FF&E Reserve, the Working Capital funds or any other funds of
Owner held by or under the control of Manager. The Termination Fee is agreed to
be fair and equitable compensation for Managers lost revenue and not as a
penalty. Notwithstanding any provision of this Agreement to the contrary, in
the event Manager elects to terminate this Agreement as a result of an Event of
Default by Owner, Manager may, at its option and in its sole and absolute
discretion, elect to recover the Termination Fee as liquidated damages for that
part of its damage claim constituting lost revenue as a result of such
Termination. In no event shall the provisions of this Section 11.10.G be
construed as granting Owner the right to terminate this Agreement.

H.Various other actions shall be taken, as described in
this Agreement, including, but not limited to, the actions described in Section
4.05.

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I.Manager shall peacefully vacate and surrender the
Hotel to Owner on the date of Termination unless otherwise agreed to by the
parties.

The
provisions of this Section 11.10 shall survive Termination.

11.11. Waiver.

The failure
of either party to insist upon a strict performance of any of the terms or
provisions of this Agreement, or to exercise any option, right or remedy
contained in this Agreement, shall not be construed as a waiver or as a
relinquishment for the future of such term, provision, option, right or remedy,
but the same shall continue and remain in full force and effect. No waiver by
either party of any term or provision hereof shall be deemed to have been made
unless expressed in writing and signed by such party.

11.12. Partial Invalidity.

If any
portion of any term or provision of this Agreement, or the application thereof
to any person or circumstance shall be invalid or unenforceable, at any time or
to any extent, the remainder of this Agreement, 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 Agreement shall be valid and be enforced to the fullest
extent permitted by law.

11.13. Survival.

Except as
otherwise specifically provided in this Agreement, the rights and obligations of
the parties herein shall not survive any Termination.

11.14. Negotiation of Agreement.

Owner and
Manager are both business entities having substantial experience with the
subject matter of this Agreement, and each has fully participated in the
negotiation and drafting of this Agreement. Accordingly, this Agreement shall
be construed without regard to the rule that ambiguities in a document are to
be construed against the draftsman. No inferences shall be drawn from the fact
that the final, duly executed Agreement differs in any respect from any
previous draft hereof.

11.15. Estoppel Certificates.

Each party
to this Agreement shall at any time and from time to time, upon not less than
fifteen (15) days prior notice from the other party, execute, acknowledge and
deliver to such other party, or to any third party specified by such other
party, a statement in writing: (a) certifying that this Agreement is unmodified
and in full force and effect (or if there have been modifications, that the
same, as modified, is in full force and effect and stating the modifications);
and (b) stating to the best knowledge of the certifying party (i) whether or
not there is a continuing Event of Default by the non-certifying party (or any
event that, with the giving of notice, the lapse of time or both would
constitute an Event of Default) in the performance or observance of any
covenant, agreement or condition contained in this

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Agreement, (ii) the amount, if any, of any past due fees or other past
due amounts owed to Manager or Owner; and (iii) whether or not there are any
past due and unpaid obligations with respect to the Hotel, other than in the
ordinary course of business. Such statement shall be binding upon the
certifying party and may be relied upon by the non-certifying party and/or such
third party specified by the non-certifying party as aforesaid. In addition,
upon written request after a Termination, each party agrees to execute and
deliver to the non-certifying party and to any such third party a statement
certifying that this Agreement has been terminated.

11.16. Affiliates.

Manager
shall not be entitled to contract with companies that are Affiliates (or
companies in which Manager has an ownership interest if such interest is not
sufficient to make such a company an Affiliate) to provide goods and/or
services to the Hotel without the prior written consent of Owner.

11.17. Blocked Persons or Entities.

Manager and
Owner each represents and warrants to the other and covenants for the benefit
of the other that (i) neither such representing party nor any of its Affiliates
or any of the officers, directors, partners or executives of such representing
party or its Affiliates, or, to its knowledge, the funding sources for any of
the foregoing, is or might be identified on the list of the U. S. Treasurys
Office of Foreign Asset Control (OFAC);
(ii) neither such representing party nor any of its Affiliates is or might be
directly or indirectly owned or controlled by the government of any country
that is subject to an embargo imposed by the United States government; and
(iii) neither such representing party nor any of its Affiliates is acting or
might act on behalf of a government of, or is involved in business arrangements
or other transactions with, any country that is subject to such an embargo.
Such representing party will notify the other in writing immediately upon the
occurrence of any event which would render such representing partys foregoing
representations and warranties incorrect.

11.18. Counterparts.

This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, and all of which shall constitute one and the same
instrument. Such executed counterparts may be delivered by facsimile which,
upon transmission to the other party, shall have the same force and effect as
delivery of the original signed counterpart. The submission of an unsigned copy
of this Agreement or an electronic instrument with or without electronic
signature to either party shall not constitute an offer or acceptance.

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11.19. Entire Agreement.

This
Agreement, together with any other writings signed by the parties expressly
stated to be supplemental hereto and together with any instruments to be
executed and delivered pursuant to this Agreement, constitutes the entire
agreement between the parties and supersedes all prior understandings and
writings, and may be amended only by a written instrument that has been duly
executed by the signature of an authorized representative of the parties
hereto.

11.20. Competing Facilities.

Except as
the parties may otherwise agree by written amendment to this Agreement, neither
this Agreement nor anything implied by the relationship between Manager and
Owner shall prohibit Manager or its Affiliates from constructing, operating,
developing, owning, promoting, and/or authorizing others to construct, operate,
develop, own or market one or more hotels, lodging concepts, time-share
facilities, restaurants, or other business operations of any type, at any
location, including a location proximate to the Site. Owner acknowledges,
accepts and agrees further that Manager retains the right, from time to time,
to construct, operate, develop and/or own, or promote or acquire, or authorize
or otherwise license others to construct, operate, develop and/or own, or
promote or acquire any hotels, lodging concepts or products, restaurants or
other business operations of any type whatsoever, including, but not by way of
limitation, those listed above, at any location including one or more sites
which may be adjacent, adjoining or proximate to the Site, which business
operations may be in direct competition with the Hotel. If Manager or any of
its Affiliates shall acquire, lease, own, manage or operate, directly or
indirectly, any hotel, inn, motel or other type of lodging facility, regardless
of whether similar to the Hotel, or whether operated under the same or a
different brand, in the same geographic area or market as the Hotel, Manager
shall not permit unfair favoritism in the operation and management of such
other hotel that would disadvantage the operation or business of the Hotel.

11.21. Waiver of Jury Trial and Punitive Damages.

Owner and
Manager each hereby absolutely, irrevocably and unconditionally waive trial by
jury and the right to claim punitive damages in any Litigation, arising out of
or pertaining to this Agreement or any other agreement, instrument or document
entered into in connection herewith.

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ARTICLE XII
DEFINITION OF TERMS

|                            | 
|--------------------------- | 
|12.01. Definition of Terms.

The
following terms when used in this Agreement shall have the meanings indicated:

Accounting
Period shall mean a calendar month, except that the first
Accounting Period shall begin on the Effective Date and shall end on the last
day of the calendar month in which the Effective Date occurs.

Accounting
Period Statement shall have the meaning ascribed to it in Section
4.0l.A.

Affiliate
shall mean, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person. For
purposes of this definition, the term control (including the terms
controlling, controlled by and under common control with) of a Person
means the possession, directly or indirectly, of the power: (i) to vote more
than fifty percent (50%) of the voting stock or other beneficial interests of
such Person; or (ii) to direct or cause the direction of the management and
policies of such Person, whether through the Ownership of voting stock, by
contract or otherwise.

Agreement
shall mean this Management Agreement between Owner and Manager, including the
schedules and exhibits attached hereto.

Annual
Operating Projection shall have the meaning ascribed to it inSection 4.04.

Annual
Operating Statement shall have the meaning set forth in Section
4.0l.B.

Available
Cash Flow shall mean an amount, with respect to each Fiscal Year
or portion thereof during the Term, equal to the excess, if any, of the
Operating Profit over the Owners Priority.

Base
Management Fee shall mean an amount payable to Manager as a
Deduction from Gross Revenues for all services provided by Manager pursuant to
this Agreement, except as otherwise expressly provided herein. The Base
Management Fee shall be the percentage of Gross Revenues shown in Schedule 1
for each Fiscal Year during the Term.

Buildings
shall mean the buildings and improvements constituting that certain hotel more
particularly described in Schedule 1 attached hereto and made a part
hereof which is located on the Site.

Business
Day shall mean any day other than a Saturday, Sunday or legal
holiday in the Commonwealth of Virginia or the State in which the Hotel is
located.

Competitive
Set shall mean the group of hotels which are closest in
geographical distance from the Hotel and which are generally within the same
hotel market segment as the Hotel. The initial Competitive Set is identified on
Schedule 1 attached hereto and made a part hereof. If any such hotels,
subsequent to the Effective Date, either changes its chain affiliation

34

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or ceases to operate or otherwise ceases to reflect the general
criteria set forth in the first sentence of this definition, the Competitive
set shall be changed at the request of either Owner or Manager and approval of
both parties, such approval not to be unreasonably withheld, conditioned or
delayed so that it continues to satisfy the criteria set forth in the first
sentence of this definition.

CPI,
shall mean the Consumer Price Index for All Urban Consumers (CPI-U) for the
U.S. City Average for All Items (1982-1984=100) published by the Bureau of Labor
Statistics, United States Department of Labor; provided, however, that if such
index ceases to be published or is converted to a different standard or is
otherwise revised, the index shall be adjusted by any then applicable
conversion factor, or failing that, by any published price or cost indices or
other published data which are as comparable as possible to the Index prior to
its termination or revision.

Deductions
shall mean the following deductions incurred by Manager, on behalf of Owner, in
operating the Hotel:

1.
the cost of sales, including, without limitation, compensation, fringe
benefits, payroll taxes and other costs related to Hotel employees (the
foregoing shall include the applicable portion of the salary and other employee
costs of any personnel assigned to a cluster of hotels managed by Manager
which includes the Hotel, provided that such costs are included in the Annual
Operating Projection approved by Owner), provided that the foregoing costs
shall not include salaries and other employee costs of executive personnel of
Manager who do not work at the Hotel on a regular basis, which salaries and
costs shall be Managers Liability;

2.
departmental expenses incurred at departments within the Hotel; administrative
and general expenses; the cost of marketing incurred by the Hotel; advertising
and business promotion incurred by the Hotel; heat, light, and power; computer
line charges; and routine maintenance, repairs and minor alterations treated as
Deductions under Section 5.01;

3.
the cost of Inventories and Fixed Asset Supplies consumed in the operation of
the Hotel;

4.
a reasonable reserve for uncollectible accounts receivable as reasonably
determined by Manager with the concurrence of Owner;

5.
all costs and fees of independent professionals or other third parties who are
retained by Manager with the concurrence of Owner to perform services required
or permitted hereunder;

6.
all costs and fees of technical consultants and operational experts who are
retained or employed by Manager with the concurrence of Owner for specialized
services (including, without limitation, quality assurance inspectors) and the
reasonable cost of attendance by employees of the Hotel at training and
manpower development programs sponsored by Manager, provided Owner has approved
attendance at programs and the cost thereof;

7.
the Base Management Fee;

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8.
all royalty, marketing fund, reservation, communication support, property
management system and other similar fees payable to the Franchisor under the
Franchise Agreement;

9.
insurance costs and expenses as provided in Section 6.03 and 6.04;

10.
taxes, if any, payable by or assessed against Manager related to this Agreement
or to Managers operation of the Hotel and Impositions (exclusive of Managers
income taxes or franchise taxes and any other or similar taxes payable by
Manager and all other taxes, assessments and payments excluded from the
definition of Impositions);

11.
transfers to the Reserve required pursuant to Section 5.02;

12.
any costs paid by Manager or Owner pursuant to the Franchise Agreement;

13.
the accounting fee identified in Schedule 1 to be paid to Manager for
each Accounting Period in connection with providing accounting services
pursuant to this Agreement, provided that such accounting fee shall be waived
as to any Accounting Period for which Manager fails to delivers an Accounting
Period Statement in a timely manner as required by Section 4.01.A;

14.
system fees identified in Schedule 1 to be paid to Manager, provided
that such system fees are included in the Annual Operating Projections approved
by Owner;

15.
payments pursuant to FF&E Leases or other forms of financing obtained for
the FF&E located in or connected with the Hotel; and

16.
to the extent approved in advance by Owner, such other costs and expenses
incurred by Manager as are specifically provided for elsewhere in this
Agreement or are otherwise reasonably necessary for the proper and efficient
operation of the Hotel, including without limitation, travel expenses or
supervisory personnel of Manager incurred in connection with managing the
Hotel.

The term Deductions
shall not include (a) debt service payments pursuant to a Mortgage or (b)
rental payments under any Hotel Lease, all of which shall be paid by Owner from
its own funds.

Effective
Date shall have the meaning ascribed to it in Schedule 1.

Environmental
Laws shall have the meaning ascribed to it in Section
11.07.A.

Event of
Default shall have the meaning ascribed to it in Section
9.01.

Extension
Notice shall have the meaning ascribed to it in Section 2.01.

Extension
Term shall have the meaning ascribed to it in Section 2.01.

36

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Fee Owner
shall mean the party identified on Schedule 1, if any, to the extent the
landlord under the TRS Lease Agreement holds a fee simple interest in the
Hotel.

FF&E
shall mean furniture, furnishings, fixtures, soft goods, case goods, signage,
audio-visual equipment, kitchen appliances, vehicles, carpeting and equipment,
including front desk and back-of-the-house computer equipment, but shall not
include Fixed Asset Supplies or Software.

FF&E
Lease means a lease of any FF&E, which lease is properly
capitalized for financial accounting purposes.

Fiscal
Year shall mean the year which ends at midnight on December 31
in each calendar year; the new Fiscal Year begins on January 1 immediately
following. Any partial Fiscal Year between the Effective Date and the
commencement of the first Fiscal Year containing twelve (12) Accounting Periods
shall constitute a separate Fiscal Year but shall not be considered to be the
first Fiscal Year or a full Fiscal Year for purposes of this Agreement. A
partial Fiscal Year between the end of the last full Fiscal Year and the
Termination of this Agreement shall constitute a separate Fiscal Year.

Fixed
Asset Supplies shall mean items included within Property and
Equipment under the Uniform System of Accounts including, but not limited to,
linen, china, glassware, tableware, uniforms, and similar items, whether used
in connection with public space or Guest Rooms.

Force Majeure shall mean acts of God,
acts of war, civil disturbance, governmental action (including the revocation
or refusal to grant licenses or permits, where such revocation or refusal is
not due to the fault of the party whose performance is to be excused for
reasons of Force Majeure), strikes, lockouts, fire, unavoidable casualties or
any other causes beyond the reasonable control of either party (excluding,
however, (i) lack of financing, or (ii) general economic and/or market factors
not caused by any of the events described above).

Foreclosure
shall mean any exercise of the remedies available to a Mortgagee, upon a
default under the Mortgage held by such Mortgagee, which results in a transfer
of title to or possession of the Hotel. The term foreclosure shall include,
without limitation, any one or more of the following events, if they occur in
connection with a default under a Mortgage: (i) a transfer by judicial or
non-judicial foreclosure; (ii) a transfer by deed in lieu of foreclosure; (iii)
the appointment by a court of a receiver to assume possession of the Hotel;
(iv) a transfer of either ownership or control of the Owner, by exercise of a
stock pledge or otherwise; (v) if title to the Hotel is held by a tenant under
a ground lease, an assignment of the tenants interest in such ground lease or
(vi) any similar judicial or non-judicial exercise of the remedies held by the
Mortgagee resulting in actual ownership or control of the Hotel by such
Mortgagee or its designee.

Franchise
Agreement shall mean the franchise agreement described in Schedule
1 attached hereto and made a part hereof, as the same may be amended or
supplemented from time to time.

37

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Franchisor
shall mean the franchisor identified in Schedule 1.

Gross
Revenues shall mean all revenues and receipts of every kind
derived from operating the Hotel and all departments and parts thereof (not
including gross receipts of licensees, lessees and concessionaires), including,
but not limited to: income (from both cash and credit transactions) from rental
of Guest Rooms, telephone charges, stores, cell phone sites, offices, exhibit
or sales space of every kind; license, lease and concession fees and rentals;
income from vending machines; income from parking; health club membership fees;
food and beverage sales; wholesale and retail sales of merchandise; service
charges; and proceeds, if any, from business interruption or other loss of
income insurance; provided, however, that Gross Revenues shall not include the
following: gratuities to employees of the Hotel; federal, state or municipal
excise, sales or use taxes or any other taxes collected directly from patrons
or guests or included as part of the sales price of any goods or services;
proceeds from the sale of FF&E; interest received or accrued with respect
to the funds in the Reserve or the other operating accounts of the Hotel; any
refunds, rebates, discounts and credits of a similar nature, given, paid or
returned in the course of obtaining Gross Revenues or components thereof;
insurance proceeds (other than proceeds from business interruption or other
loss of income insurance); condemnation proceeds (other than for a temporary
taking); or any proceeds from any Sale of the Hotel or from the financing or
refinancing of any debt encumbering the Hotel.

Guest
Room shall mean a separately-keyed lodging unit in the Hotel.

Guest
Room Revenues shall mean the portion of Gross Revenues of the
Hotel which is attributed to the rental of Guest Rooms.

Hazardous
Materials shall have the meaning ascribed to it in Section
11.07.A.

Hotel
shall mean the Site together with the Buildings and all other improvements
construed or to be constructed on the Site pursuant to this Agreement, all
FF&E and Fixed Asset Supplies installed or located on the Site or in the
Buildings, and all easements or other appurtenant rights thereto.

Hotel
Lease shall mean the hotel lease agreement dated as of the
Effective Date between the Landlord and the Owner, pursuant to which the
Landlord leases the Hotel to Owner.

Impact
Fees shall have the meaning ascribed to it in Section 4.07.A.

Impositions
shall have the meaning ascribed to it in Section 4.07.

Incentive
Management Fee shall mean an amount payable to Manager,
pursuant to Section 3.01and Section 4.01, that is equal to the
percentage set forth in Schedule 1 of Available Cash Flow in any Fiscal
Year (or portion thereof) after payment to Owner of Owners Priority.

Initial
Term shall have the meaning ascribed to it in Section 2.01.

Inventories
shall mean Inventories as defined in the Uniform System of Accounts, such as,
but not limited to, provisions in storerooms, refrigerators, pantries and
kitchens;

38

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beverages in wine cellars and bars; other merchandise intended for
sale; fuel; mechanical supplies; stationery; and other expensed supplies and
similar items.

Landlord
shall mean the party identified as Landlord.

Legal
Requirement(s) shall mean any federal, state or local law,
code, rule, ordinance, regulation or order of any governmental authority or
agency having jurisdiction over the business or operation of the Hotel or the
matters which are the subject of this Agreement, including, without limitation,
the following: (i) any building, zoning or use laws, ordinances, regulations or
orders; and (ii) Environmental Laws, and (iii) permits, approvals, and
licenses, including, without limitation, liquor licenses.

Litigation
shall mean: (i) any cause of action (including, without limitation, bankruptcy
or other debtor/creditor proceedings) commenced in a federal, state or local
court; or (ii) any claim brought before an administrative agency or body (for
example, without limitation, employment discrimination claims).

Manager
shall mean the party identified as Manager in the Preamble or shall mean any
permitted successor or assign, as applicable.

Managers
Liability and Managers Liabilities shall have the
meanings ascribed to such terms in Section 4.03.B.

Material
Management Decision shall have the meaning ascribed to it in Section
1.02.B.

Mortgage
shall mean any mortgage, deed of trust, deed to secure debt or similar security
instrument creating a lien on the Hotel or the Site.

Mortgagee
shall mean the holder or beneficiary of any Mortgage encumbering the Hotel or
the Site.

Operating
Accounts shall have the meaning ascribed to it in Section
4.03.A.

Operating
Loss shall mean a negative Operating Profit.

Operating
Profit shall mean the excess of Gross Revenues over Deductions.

Owner
shall mean the party identified as Owner in the Preamble or shall mean any
successor or assign, as applicable.

Owners
Priority shall mean an amount up to, but not in excess of the
amount shown as Owners Priority in Schedule 1 attached hereto and made
a part hereof, per Fiscal Year (prorated for any partial Fiscal Year) on a
noncumulative basis. Owners Priority for each Fiscal Year shall be paid to the
extent of Operating Profit available in such Fiscal Year, as provided in Section
3.02 of this Agreement. In the event of any Capital Expenditures from funds
other than the Reserve, the Owners Priority shall be increased (but not
decreased) for the remaining portion of the Fiscal Year in which such capital
expenditures are made and all subsequent Fiscal

39

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Years so as to equal an eleven percent (11%) return on an amount equal
to the sum of (i) the purchase price paid by Owner for the Hotel plus (ii) any
such Capital Expenditures.

Person
means an individual (and the heirs, executors, administrators, or other legal
representatives of an individual), a partnership, a corporation, limited
liability company, a government or any department or agency thereof, a trustee,
a trust and any unincorporated organization.

Performance
Termination Period shall have the meaning ascribed to it in Schedule
1.

Performance
Termination Threshold shall have the meaning ascribed to it in Schedule
1.

Prime
Rate shall mean the prime rate of interest announced from
time to time in the Money Rates section of The Wall Street Journal.

Purchase
Contract shall have the meaning ascribed to it in Schedule 1.

Prudent
Industry Practice shall mean the customary practices of the
hotel industry in the United States for hotels comparable to the Hotel and
consistent with the Franchise Agreement. To the extent such industry practices
are inconsistent with the requirements of the Franchise Agreement, such
practices shall be conformed to the requirements of the Franchise Agreement for
purposes of this Agreement.

Reserve
shall have the meaning ascribed to it in Section 5.02A.

Revenue
Data Publication shall mean Smiths STAR Report, a monthly
publication distributed by Smith Travel Research, Inc. of Gallatin, Tennessee,
or an alternative source, reasonably satisfactory to both parties, of data
regarding the Revenue Per Available Room of hotels in the general trade area of
the Hotel. If such Smiths STAR Report is discontinued in the future, or ceases
(in the reasonable opinion of either Owner or Manager) to be a satisfactory
source of data regarding the Revenue Per Available Room of various hotels in
the general trade area of the Hotel, Owner and Manager shall select an
alternative source for such data.

Revenue
Index shall mean that fraction that is equal to (a) the Revenue
Per Available Room for the Hotel divided by (b) the average Revenue Per
Available Room for the hotels in the Competitive Set, as set forth in the
Revenue Data Publication. Appropriate adjustments to the Revenue Index
reasonably acceptable to Owner shall be made in the event of a major renovation
of the Hotel.

Revenue
Index Threshold shall mean the number shown in Schedule 1
attached hereto and made a part hereof. However, if the entry of a new hotel
into the Competitive Set (or the removal of a hotel from the Competitive Set or
a major renovation or re-positioning of a hotel in the Competitive Set) causes
significant variations in the Revenue Index that do not reflect the Hotels
true position in the relevant market, appropriate adjustments shall be made to
the Revenue Index Threshold by mutual consent of Owner and Manager, each acting
in good faith.

40

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Revenue
Per Available Room shall mean (i) the term revenue per
available room as defined by the Revenue Data Publication, or (ii) if the
Revenue Data Publication is no longer being used (as more particularly set
forth in the definition of Revenue Data Publication), the aggregate gross
room revenues of the hotel in question for a given period of time divided by
the total room nights for such period. If clause (ii) of the preceding sentence
is being used, a room shall be an available hotel guestroom that is keyed as
a single unit.

Routine
Capital Expenditures shall mean certain routine, non-major
expenditures which are classified as capital expenditures under
generally-accepted accounting principles, and which will be funded from the
Reserve (pursuant to Section 5.02). Routine Capital Expenditures consist
of the following types of expenditures: exterior and interior painting;
resurfacing building walls and floors; resurfacing parking areas; and
miscellaneous similar expenditures. Routine Capital Expenditures are not
non-routine capital expenditures or major repairs or major alterations or
improvements.

Sale of
the Hotel shall mean any sale, assignment, transfer or other
disposition, for value or otherwise, voluntary or involuntary, of the Site
and/or the Hotel or any interest therein, in whole or part. For purposes of
this Agreement, a Sale of the Hotel shall also include a lease (or sublease) of
all or substantially all of the Hotel or Site or any interest therein.

SEC
Filing Period shall mean such period of time (not to exceed
thirty (30) days) after the close of each Fiscal Year within which Owner must
receive the Annual Operating Statement from Manager with respect to such Fiscal
Year in order for Owner or its Affiliates to have a reasonable period of time
within which to prepare and make all required filings with the Securities and
Exchange Commission and other applicable governmental agencies.

Site
shall mean the real property described on Exhibit A attached hereto and
made a part hereof.

Software
shall mean all computer software and accompanying documentation (including all
future upgrades, enhancements, additions, substitutions and modifications
thereof), other than computer software which is generally commercially
available, which are used by Manager in connection with operating or otherwise
providing services to the Hotel.

Specially
Designated National or Blocked Person shall mean (i) a person
designated by the U.S. Department of Treasurys Office of Foreign Assets
Control from time to time as a specially designated national or blocked
person or similar status, (ii) a person described in Section 1 of U.S.
Executive Order 13224 issued on September 23, 2001, or (iii) a person otherwise
identified by government or legal authority as a person with whom Manager or
its Affiliates are prohibited from transacting business. Currently, a listing
of such designations and the text of the Executive Order are published under
the internet website address www.ustreas.gov/offices/enforcement/ofac.

Subordination
Agreement shall have the meaning ascribed to it in Section
8.01.

Subsequent
Owners and Subsequent Owner shall have the
meanings ascribed to such terms in Section 8.01.

41

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Term
shall mean the Initial Term and any duly exercised Extension Term(s).

Termination
shall mean the expiration or sooner cessation of this Agreement.

Termination
Fee shall have the meaning set forth in Schedule 1.

TRS Lease
Agreement shall have the meaning ascribed to it in Schedule
1.

Uniform
System of Accounts shall mean the Uniform System of Accounts
for the Lodging Industry, Tenth Revised Edition, 2006, as published by the
Educational Institute of the American Hotel & Motel Association, as revised
from time to time.

WARN Act
shall mean the Worker Adjustment and Retraining Notification Act, 29 U.S.C.
2101 et seq.

Working Capital shall mean funds that are used in the
day-to-day operation of the business of the Hotel, including, without
limitation, amounts sufficient for the maintenance of change and petty cash
funds, amounts deposited in operating bank accounts, receivables, amounts
deposited in payroll accounts, prepaid expenses and funds required to maintain
Inventories, less accounts payable and accrued current liabilities. The Initial
Working Capital deposited by Owner as of the Effective Date shall be the amount
set forth in Schedule 1 and shall be replenished as provided in this
Agreement to maintain the amount to at least that shown as Initial Working
Capital.

ARTICLE XIII
SUPPLEMENTAL PROVISIONS

All of the
terms, conditions, representations, warranties, covenants and other provisions,
if any, set forth in the supplemental provisions attached hereto as Schedule
2 (the Supplemental Provisions) are hereby incorporated into
this Agreement and shall be considered a part hereof. In the event of any
conflict or inconsistency between the Supplemental Provisions and the other
provisions of this Agreement, the Supplemental Provisions shall control.

42

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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under seal as of the day and year first written above.

| |                                         |                                 |  |  |  | 
| | --------------------------------------- | ------------------------------- |  |  |  | 
| | OWNER:                                 
| |                                         |                                 | 
| | APPLE TEN
 HOSPITALITY MANAGEMENT, INC.
| |                                        
| | By:                                     |                                 | 
| |                                         |                                 | 
| | Name:                                   | Justin G.
 Knight              
| | Title:                                  | President                      
| |                                         |                                 | 
| |                                         |                                 | 
| | MANAGER:                               
| |                                         |                                 | 
| | WHITE
 LODGING SERVICES CORPORATION,   
| | an Indiana
 corporation                
| |                                         |                                 | 
| | By:                                     |                                 | 
| |                                         |                                 | 
| |                                         | Dave Sibley,
 President and CEO

---



SCHEDULE
1

HOTEL SPECIFIC DATA

1. Description of Hotel: That certain hotel known as the
Fairfield Inn & Suites by Marriott, located at 1220 East Angela Boulevard,
South Bend, Indiana, containing one hundred nineteen (119) guest rooms, a
lobby, meeting rooms, administrative offices, parking and certain amenities and
related facilities located on the Site, including the following:

| |    |                                                                                                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | Number of Guest
 Rooms: One hundred nineteen (119)                                                                                                                     
| |    |                                                                                                                                                                        
| | b. | Other
 Improvements/Amenities: Meeting room space; business
 center; indoor swimming pool; fitness center; and wireless high speed
 internet access                    
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| | c. | TRS Lease
 Agreement: That certain lease agreement of even date
 herewith between Fee Owner as landlord, and Owner as lessee pursuant to which
 Owner leases the Hotel.

2. Franchise Agreement: Franchise Agreement between Apple Ten Hospitality Management, Inc. and Marriott International, Inc., dated ____________ __,
2011

3. Competitive Set: Residence Inn South Bend, Quality Inn &
Suites South Bend, Hilton Garden Inn South Bend, Holiday Inn Express & Suites, Hampton Inn & Suites and Inn at
St. Marys, all in South Bend

4. Fee Owner and Landlord: Apple Ten Hospitality Ownership, Inc.

5. Base Management Fee: Three and one-half percent (3.5%)

6. a. Incentive Management
Fee: Twenty percent (20%) of Available Cash Flow after
payment of Owners Priority

b. Owners Priority: One
Million Nine Hundred Twenty Five Thousand and No/100 ($1,925,000.00)

7. Performance Termination Period: Any two (2) consecutive
Fiscal Years (not including any portion of any Fiscal Year prior to the
expiration of the second full Fiscal Year after the Effective Date).

8. Revenue Index Threshold: Ninety five percent (95%)

9. Initial Working Capital: Fifty Nine Thousand Five Hundred and
No/100 Dollars ($59,500.00)

10. Hotel Purchase Contract: Purchase Contract dated as of March
1, 2010, between Apple Ten Hospitality Ownership, Inc. and KRG/WHITE LS HOTEL,
LLC, an Indiana limited liability

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company, and KITE REALTY/WHITE LS HOTEL OPERATORS, LLC, an Indiana
limited liability company, as seller

11. Expiration Date of Initial Term: Twenty (20) years after the
Effective Date

12. Extension Terms: Two (2) Ten (10) year terms, subject to
mutual agreement per Section 2.01.

13. FF&E Reserve: An amount equal to five percent (5%) of
Gross Revenues for each Accounting Period, or Franchise Agreement requirement
whichever is greater.

14. Accounting Fee: One Thousand Seven Hundred Seventy Two and
no/100 Dollars ($1772.00) per month

15. Termination Fee: An amount equal to two and one half times
the actual Base Management Fees and Incentive Management Fees earned by Manager
in the Fiscal Year preceding the Fiscal Year in which the Termination occurred.
In the event the Termination which has given rise to the obligation to pay the
Termination Fee occurs prior to the expiration of the first full Fiscal Year,
the Base Management Fees and Incentive Management Fees used for such
calculation will be determined by using the Gross Revenue generated at the
Hotel in the twelve calendar months elapsing just prior to the Effective Date
hereunder.

16. System Fee: Five Hundred Twenty Three and No/100 Dollars
($523.00) per month

17. Effective Date shall mean __________________, 2011 [the date of full execution of the Agreement]

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