PURCHASE AND SALE AGREEMENT (Renaissance Chicago Downtown Hotel)

with the ownership, use, operation, or maintenance of the Property (the “Hotel Books and Records”).

(d)  Contracts.  The Contracts (as defined in the Purchase Agreement), described on Exhibit C attached hereto and made a part hereof.

(e)  Intangible Property.  To the extent assignable without the consent of third parties, the Intangible Property (as defined in the Purchase Agreement) owned by Grantor and pertaining to the Property.

(f)   For the avoidance of doubt, the Property does not include: (i) trademarks, service marks or trade names of Grantor or its affiliates which do not relate to the Property or any trademarks, service marks and trade names or other intellectual property owned by the Manager (as defined below) or its affiliates, (ii) Grantor’s interest in any insurance policy or policies maintained by Grantor to provide coverage with respect to the Property or any rights to any premium rebate to which Grantor may become entitled upon termination of said policy or policies’ continued coverage with respect to the Property from and after the date of Closing, and (iii)  the Liquor Licenses, as defined in the Purchase Agreement, Grantee hereby acknowledging that such licenses are currently held by Manager.

Grantor and Grantee hereby covenant and agree as follows:

(i)           Grantee accepts the aforesaid assignment and Grantee assumes and agrees to be bound by and timely perform, observe, discharge, and otherwise comply with each and every one of the agreements, duties, obligations, covenants and undertakings upon the lessor’s part to be kept and performed under the Leases and any obligations of Grantor under the Contracts.

(ii)          Grantor hereby indemnifies and agrees to hold harmless Grantee from and against any and all liabilities, claims, demands, obligations, assessments, losses, costs, damages, and expenses of any nature whatsoever (including, without limited the generality of the foregoing, reasonable attorneys’ fees and court costs) which Grantee may incur, sustain, or suffer, or which may be asserted or assessed against Grantee on or after the date hereof, arising out of, pertaining to or in any way connected with the obligations, duties, and liabilities under the Leases and the Contracts, or any of them, arising prior to the date hereof.

(iii)         Grantee hereby indemnifies and agrees to hold harmless Grantor from and against any and all liabilities, claims, demands, obligations, assessments, losses, costs, damages, and expenses of any nature whatsoever (including, without limited the generality of the foregoing, reasonable attorneys’ fees and court costs) which Grantor may incur, sustain, or suffer, or which may be asserted or assessed against Grantor on or after the date hereof, arising out of, pertaining to or in any way connected with the obligations, duties, and liabilities under the Leases and the Contracts, or any of them, arising from and after the date hereof.

(iv)         The burden of the indemnity made in paragraph (ii) hereof shall not be assigned.  Except as aforesaid, this Agreement shall bind and inure to the benefit of the parties and their respective successors, legal representatives and assigns.

(v)          Neither this Agreement nor any term, provision, or condition hereof may be changed, amended or modified, and no obligation, duty or liability or any party hereby may be released, discharged or waived, except in a writing signed by all parties hereto.

(vi)         The foregoing Bill of Sale and Assignment and Assumption Agreement is made without any recourse, covenant, representation or warranty of any kind whatsoever, express or implied, on the part of Grantor except as expressly set forth herein and in the Purchase Agreement and, without limiting the foregoing, Grantee acknowledges and incorporates by this reference Sections 5.1, 5.2, 5.3 and 5.4 (including any subparts of such sections) of the Purchase Agreement.

Capitalized but otherwise undefined terms used herein shall have the same meanings ascribed to such terms in the Purchase Agreement.

IN WITNESS WHEREOF, Grantor and Grantee have executed this Assignment on [_____________], 2013 to be effective as of the [_____] day of [__________________], 2013.

EXHIBIT A-1
(TO ASSIGNMENT)

HOTEL PARCEL LEGAL DESCRIPTION

THE EAST HALF, BY AREA, OF A TRACT OF LAND CONSISTING OF ALL LOTS AND ALL STREETS AND ALLEYS WITHIN ONE BLOCK 16 OF ORIGINAL TOWN OF CHICAGO IN THE EAST PART OF THE SOUTHEAST QUARTER OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH A STRIP OF LAND, LYING EAST OF AND ADJOINING SAID BLOCK 16 AND WEST OF THE WEST LINE OF STATE STREET AS ESTABLISHED BY AN ACT OF THE LEGISLATURE OF THE STATE OF ILLINOIS, APPROVED MARCH 3, 1845, IN COOK COUNTY, ILLINOIS, BOUNDED AS FOLLOWS:

BEGINNING ON THE SOUTH LINE OF WACKER DRIVE, AT A POINT 161.73 FEET EAST OF THE INTERSECTION OF SAID SOUTH LINE WITH THE EAST LINE OF DEARBORN STREET; THENCE EAST ALONG SAID SOUTH LINE, A DISTANCE OF 161.90 FEET, TO THE WEST LINE OF STATE STREET; THENCE SOUTH ALONG SAID WEST LINE, A DISTANCE OF 310.64 FEET TO THE NORTH LINE OF LAKE STREET; THENCE WEST ALONG SAID NORTH LINE, A DISTANCE OF 162.21 FEET, TO A POINT 161.72 FEET EAST OF THE INTERSECTION OF SAID NORTH LINE WITH THE EAST LINE OF SAID DEARBORN STREET; THENCE NORTH ALONG A STRAIGHT LINE PARALLEL WITH SAID EAST LINE OF DEARBORN STREET, A DISTANCE OF 311.25 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.

ALSO KNOWN AS:

LOT 2 IN THE LEO BURNETT RESUBDIVISION OF A TRACT OF LAND IN THE EAST 1/2 OF THE SOUTHEAST 1/4 OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT THEREOF RECORDED MARCH 15, 1990 AS DOCUMENT 90117294.

NEW MEASURED LEGAL DESCRIPTION:

LOT 2, LEO BURNETT RESUBDIVISION OF THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, CITY OF CHICAGO, COOK COUNTY, ILLINOIS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 2; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS WEST, 310.64 FEET; THENCE NORTH 89 DEGREES 00 MINUTES 00 SECONDS WEST, 162.21 FEET; THENCE NORTH 00 DEGREES 03 MINUTES 34 SECONDS EAST, 311.25 FEET; THENCE SOUTH 88 DEGREES 46 MINUTES 56 SECONDS EAST, 161.90 FEET TO THE POINT OF BEGINNING.

PIN:      17-09-426-031-0000

ADDRESS:      1 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60601

EXHIBIT A-2
(TO ASSIGNMENT)

HOTEL SERVICE AREA PARCEL LEGAL DESCRIPTION

THOSE PORTIONS OF LOTS 1, 3 AND 4 IN THE LEO BURNETT RESUBDIVISION OF A TRACT OF LAND IN THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT THEREOF RECORDED MARCH 15, 1990 AS DOCUMENT 90117294, AS SET FORTH IN SECTION 1 OF THE MEMORANDUM OF LEASE RECORDED NOVEMBER 10, 2003 AS DOCUMENT 0331431117.

PINS:   17-09-426-030-0000; 17-09-426-032-0000; and 17-09-426-033-0000

ADDRESS:     35 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60601

EXHIBIT B
(TO ASSIGNMENT)

LEASES

EXHIBIT C
(TO ASSIGNMENT)

CONTRACTS

EXHIBIT D
TO PURCHASE AND SALE AGREEMENT

Taxpayer I.D. Certificate

In connection with certain Internal Revenue Service reporting requirements imposed upon Seller, Purchaser hereby certifies that listed below is Purchaser’s address and taxpayer I.D. number, true and correct as of the Closing Date.

Purchaser hereby consents to Seller’s release of the above information in connection with any reporting requirements imposed upon Seller by any governmental authority.

EXHIBIT E
TO PURCHASE AND SALE AGREEMENT

(EXCEPTIONS TO SELLER’S REPRESENTATIONS AND WARRANTIES)

Notice of the following violations received:

Judgment entered February 14, 2013 in The City of Chicago, Illinois, Department of Administrative Hearings, Case Number 13DS000338, in favor of City of Chicago and against Chicago Atlantic LP for the sum of $1,000.00.

Note: Memorandum of Judgment recorded September 6, 2013 as document ###-###-####.

Judgment entered March 7, 2013 in Circuit Court of The City of Chicago, Illinois, Department of Administrative Hearings County, Case Number 13DS000383, in favor of City of Chicago and against Chicago Atlantic LP for the sum of $1,140.00.

Note: Memorandum of Judgment recorded September 6, 2013 as document ###-###-####.

Recording of Findings, Decision and Order made by The City of Chicago, Illinois, Department of Administrative Hearings against the subject land under docket number 13DS000338 recorded September 6, 2013 as document ###-###-#### for code violations.

Note: Respondent is ordered to come into compliance with any/all outstanding Code violations.

Recording of Findings, Decision and Order made by The City of Chicago, Illinois, Department of Administrative Hearings against the subject land under docket number 13DS000338 recorded September 6, 2013 as document ###-###-#### for code violations.

Note: Respondent is ordered to come into compliance with any/all outstanding Code violations.

Violations listed on the attached schedule excerpted from the Zoning Report (3 pages attached).

EXHIBIT F
TO PURCHASE AND SALE AGREEMENT

FORM OF ESCROW AGREEMENT
(EARNEST MONEY)

Reference is made to that certain Purchase and Sale Agreement dated November 25, 2013 (the “Agreement”), between WSRH CHICAGO, L.L.C., a Delaware limited liability company (hereinafter referred to as “Seller”) and CWI CHICAGO HOTEL, LLC, a Delaware limited liability company (hereinafter referred to as “Purchaser”).

Purchaser and Seller have agreed to select you to serve as “Escrow Agent” with respect to the initial earnest money deposit of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) to be made by Purchaser pursuant to the Agreement (such deposit and any additional deposit deposited with Escrow Agent pursuant to the Agreement, together with all accrued interest thereon, being hereinafter referred to as the “Deposit”).  The purpose of this letter agreement is to prescribe instructions governing the services of Escrow Agent with respect to the Deposit.

1.         Purchaser and Seller hereby engage you to serve as Escrow Agent with respect to the Deposit made by Purchaser pursuant to the Agreement, and Escrow Agent hereby accepts such engagement.

2.         Upon receipt of the Deposit (or any portion thereof) from Purchaser, Escrow Agent shall acknowledge said receipt in writing to Purchaser and Seller and invest the proceeds thereof in the “permitted investments” described below.

3.         For the purposes hereof, “permitted investments” refers to investments in either:  (i) U.S. government or government guaranteed securities with a maturity date no greater than thirty (30) days; or (ii) account(s), or certificate(s) of deposit with a maturity of no greater than thirty (30) days, opened with or issued by a bank or other recognized institutional depository whose accounts are insured by the FDIC.

4.         (a)        If settlement is completed under the Agreement, Escrow Agent shall pay the Deposit to Seller as part of the Purchase Price, as required by the Agreement.

(b)        In the event that either Seller or Purchaser terminates the Agreement pursuant to the exercise of any right of termination as permitted by the provisions of the Agreement, Escrow Agent shall pay the Deposit to the party identified in the Agreement as being the party to receive the Deposit (subject to Section 5 below).

5.         In the event that Escrow Agent shall receive an instruction (hereinafter the “Instruction”), with respect to the Deposit or any part thereof, from the Seller but not from the Purchaser, or from the Purchaser and not from the Seller (the party giving the Instruction being hereinafter referred to as the “Instructing Party” and the party which did not give the Instruction being hereinafter referred to as the “Non-Instructing Party”), Escrow Agent shall deliver or transmit to the Non-Instructing Party a copy of the Instruction received from the Instructing Party.  Unless the Non-Instructing Party notifies Escrow Agent in writing within five (5) days after the Non-Instructing Party’s receipt of the Instruction that Escrow Agent is not to comply with the Instruction, Escrow Agent shall act in accordance with the Instruction.  If, however, the Non-Instructing Party does notify Escrow Agent within such five (5) day period that Escrow Agent is not to comply with the Instruction, Escrow Agent shall not act in compliance therewith, but may thereafter either:

(a)        act solely in accordance with: (i) a new Instruction signed jointly by the Seller and the Purchaser; (ii) a separate Instruction of like tenor from the Seller and the Purchaser; or (iii) a certified copy of a judgment of a court of competent jurisdiction, as to which Escrow Agent shall have received an opinion of counsel satisfactory to Escrow Agent that such judgment is final and beyond appeal; or

(b)        upon written notice to Seller and Purchaser, deposit the Deposit with the registry of the Federal District Court for the Federal District, or applicable state court, where the Land (as defined in the Agreement) is located, and in such event all liability and responsibility of Escrow Agent shall terminate upon such deposit having been made.

6.         Escrow Agent may rely upon the genuineness or authenticity of any document tendered to it by Seller or Purchaser and shall be under no duty of independent inquiry with respect to any facts or circumstances recited therein.  Escrow Agent shall not be liable for any damage, liability or loss arising out of or in connection with the services rendered by Escrow Agent pursuant to the Agreement or this letter agreement, except for any damage, liability or loss resulting from the willful misconduct or negligent conduct of the Escrow Agent or any of its officers or employees.

7.         All notices delivered pursuant hereto shall be in writing, shall be delivered to the addresses identified below, and shall be deemed to have been duly given/received: (i) on the date delivered if delivered personally; (ii) the next Business Day after deposit with a recognized overnight courier service when marked for delivery on the next Business Day; (iii) two (2) Business Days after mailing if sent by registered or certified United States mail, properly addressed and postage pre-paid; or (iv) upon completion of transmission (which is confirmed by telephone or a statement generated by the transmitting machine) if sent by facsimile to compatible equipment in the possession of the recipient, and addressed to the party for whom it is intended, at the address hereinafter set forth:

Any party may designate a change of address by written notice to the others in accordance with the provisions set forth above, which notice shall be given at least ten (10) days before such change of address is to become effective.

8.         The instructions contained herein may not be modified, amended or altered in any way except by a writing (which may be in counterpart copies) signed by Seller and Purchaser and acknowledged by Escrow Agent.

9.         Seller and Purchaser reserve the right, at anytime and from time to time, to jointly substitute a new escrow agent in place of Escrow Agent.

10.       This letter agreement is intended solely to supplement and implement the provisions of the Agreement and is not intended to modify, amend or vary any of the rights or obligations of Purchaser or Seller under the Agreement.

11.       Purchaser’s and Seller’s respective federal tax identification numbers are as follows:

Please confirm your acceptance of the terms and conditions of this letter agreement by signing and dating three (3) copies of this letter agreement at the place indicated below.

EXHIBIT G
TO PURCHASE AND SALE AGREEMENT

HOTEL GROUND LEASE

Lease dated as of June 30, 1988 between Harris Trust and Savings Bank, not personally, but as Trustee under Trust Agreement dated September 24, 1986 and known as Trust No. 43770, as lessor, and SHC Chicago Hotel Limited Partnership, an Ohio limited partnership comprised of Stouffer Hotel Company, an Ohio corporation, general partner and Denka Fudosan U.S.A., Inc., a California corporation, limited partner, as lessee, as heretofore (i) evidenced by that certain Memorandum of Lease recorded October 11, 1988 with the Cook County Recorder of Deeds as Document Number 88465178 and 88465179, (ii) amended by that certain First Amendment to Lease dated December 15, 1997, (iii) assigned by that certain Assignment and Assumption of Renaissance Hotel Ground Lease dated October 23, 2003 and recorded with the Cook County Recorder of Deeds as Document No. 0331431119, (iv) amended by that certain Amendment to Memorandum of Lease and Release of Memorandum of Lease dated October 23, 2003 and recorded November 10, 2003 with the Cook County Recorder of Deeds as Document Number 0331431120, (v) assigned by that certain Assignment and Assumption of Ground Lease dated as of June 23, 2005 and recorded with the Cook County Recorder of Deeds as Document No. 0518122183 pursuant to which Existing Lessee heretofore acquired the leasehold estate created by the Lease (the “Leasehold Estate”), (vi) assigned by that certain Assignment and Assumption of Ground Lease dated June 16, 2008, (vii) assigned by that certain Memorandum of Assignment of Ground Lease Agreement dated June 16, 2008 and recorded with the Cook County Recorder of Deeds as Document No. 0818433099, and (viii) amended by that certain Second Amendment to Lease dated February 25, 2011.

EXHIBIT H
TO PURCHASE AND SALE AGREEMENT

HOTEL SERVICE AREA LEASE

Lease, dated as of December 15, 1997 between Lessor’s predecessor in interest and Existing Lessee’s predecessor in interest, as heretofore assigned by those certain prior assignments and assumptions of the leasehold estate created by the Lease (the “Leasehold Estate”) and the Lessor’s consent thereto, including, without limitation, that certain Assignment and Assumption of Ground Lease dated as of June 23, 2005 recorded with the Cook County Recorder of Deeds as Document No.: 0518122184, pursuant to which Existing Lessee heretofore acquired the Leasehold Estate.

EXHIBIT I
TO PURCHASE AND SALE AGREEMENT

PERMITTED ENCUMBRANCES

Real property taxes and assessments for the tax year 2013 and subsequent years, a lien not yet due and payable.

Zoning laws and ordinances affecting the Property.

Any easement, right of way, limitation, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or other matter with respect to the Property that is reflected or addressed on the Survey or on any updated Survey to which Purchaser fails to timely provide an Objection Notice or, in the case of the Hotel Service Area Parcel, that would be disclosed by an accurate and complete survey of the Hotel Service Area Parcel or the land on which the building containing the Hotel Service Area Parcel is located.

Terms, agreements, provisions, conditions and limitations contained in the Hotel Service Area Lease.

Terms, agreements, provisions, conditions and limitations contained in the Hotel Ground Lease.

Terms, agreements, provisions, conditions and limitations contained in Quit Claim Deed dated as of September 26, 1986 from the City of Chicago, a municipal corporation of Illinois, to Ellsworth G. Filhe, Jr., a bachelor, recorded October 1, 1986, as Document ###-###-#### and as Document 86449805.

Memorandum of Management Agreement dated June 23, 2005 and recorded June 30, 2005 as Document 0518122187 by and between WSRH Chicago, L.L.C., as owner, and Renaissance Hotel Operating Company, as manager.

Ordinance of the City Council of the City of Chicago, providing for the vacation of certain streets, recorded September 23, 1983 as Document 26790921, and the terms and provisions thereof. (As to the Hotel Parcel only)

Terms, provisions and conditions contained in the Height Restriction Declaration dated May 1, 1995 and recorded June 13, 1995 as Document 95381326, by and between Cole Taylor Bank, as successor trustee to Harris Trust and Savings Bank, not individually but as trustee under a trust agreement dated September 24, 1986 and known as Trust No. 43770, as declarant. (As to the Hotel Parcel only, for the benefit of the Hotel Service Area Parcel)

Developer’s Agreement dated September 30, 1985, as evidenced by Memorandum of Developer’s Agreement dated March 25, 1986, by and between The John Buck Company and Block 16 Office Partners, recorded March 27, 1986, as Document 86118851, as amended by Amendment to Memorandum of Developer’s Agreement recorded as Document 86497316 and as further amended by Amendment No. 2 to Memorandum of Developer’s Agreement recorded as Document 87491769.

Rights of tenants as tenants only pursuant to unrecorded leases with no options to purchase or rights of first refusual.

All liens, encumbrances or other matters caused or created by Purchaser, any of its affiliates or any of there respective employees, agents, representatives or contractors.

EXHIBIT J
TO PURCHASE AND SALE AGREEMENT

FORM OF MANAGER’S ESTOPPEL

[to be attached prior to Closing]

EXHIBIT K
TO PURCHASE AND SALE AGREEMENT

(INTENTIONALLY OMITTED)

EXHIBIT L-1
TO PURCHASE AND SALE AGREEMENT

FORM OF HOTEL GROUND LEASE LESSOR’S ESTOPPEL

[to be attached prior to Closing]

EXHIBIT L-2
TO PURCHASE AND SALE AGREEMENT

FORM OF HOTEL SERVICE AREA LEASE LESSOR’S ESTOPPEL

[to be attached prior to Closing]

EXHIBIT M
TO PURCHASE AND SALE AGREEMENT

(LIST OF GIFT CERTIFICATES)

Marriott General Ledger Reconciliation

Gift Certs/Cards Redeemed PD 9, 2013

Reconcile Type 104 - FS -  Givex

Account: 9672E-0070-254201 - Renaissance Chicago Hotel

EXHIBIT N
TO PURCHASE AND SALE AGREEMENT

(LEASES)

EXHIBIT O
TO PURCHASE AND SALE AGREEMENT

(CONTRACTS)

EXHIBIT P
TO PURCHASE AND SALE AGREEMENT

(FORM OF ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT)

[BRAND]

[CITY, STATE]

10.21.2 ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT (this “Agreement”) is made as of _______________, 20__, by and between _______________________ [INSERT CURRENT OWNER ENTITY] (“Assignor”), and _______________________ [INSERT NEW OWNER ENTITY] (“Assignee”).

RECITALS:

A.           Assignor and ___________________ [INSERT MANAGER ENTITY] are parties to that certain Management Agreement dated as of _____________, relating to ______________________ [INSERT NAME OF HOTEL] (the “Management Agreement”).

B.           Assignor is conveying all of its right, title and interest in and to the Hotel (as defined in the Management Agreement) to Assignee as of the date hereof.

C.           Assignor desires to assign to Assignee all of Assignor’s right, title and interest in and to the Management Agreement, and Assignee desires to assume the rights and obligations of Assignor with respect to the Management Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1.            Assignment.  Assignor hereby sells, assigns, conveys, transfers and grants to Assignee all of Assignor’s right, title and interest in, to and under the Management Agreement as of 11:59 PM on the date hereof (the “Effective Date”).

2.            Assumption.  Assignee hereby accepts all of Assignor’s right, title and interest in, to and under the Management Agreement, agrees to be bound by the Management Agreement, and assumes all the duties, obligations and liabilities of Assignor accruing under or with respect to the Management Agreement accruing from and after the Effective Date; provided, that as between Manager and Assignee, from and after the Effective Date, Assignee shall be deemed to have assumed, and shall be responsible

for, all duties, obligations and liabilities of “Owner” accruing under or with respect to the Management Agreement irrespective of the date on which such duties, obligations and liabilities accrued.

3.            Further Assurances.  Promptly upon request of the other party, Assignor and Assignee shall each execute, acknowledge (as appropriate) and deliver to the other such further assurances and take such further actions as may be reasonably required or appropriate to perfect the assignment and assumption of the Management Agreement and otherwise carry out the intent and purpose of this Agreement, provided that neither party shall incur any material additional cost, expense or obligation in connection with any act that the other party may request.

4.            Binding Effect.  The terms, covenants, conditions and obligations imposed upon each party herein shall be binding upon the successors and assigns of such party.

5.            Miscellaneous.  Capitalized terms used but not defined herein shall have the meanings set forth in the Management Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the matters addressed herein.  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.

[SIGNATURES FOLLOW ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ASSIGNOR:

ASSIGNEE:

MANAGER’S CONSENT

The undersigned, as “Manager” under the Management Agreement, hereby consents to the foregoing Assignment and Assumption of Management Agreement.

MANAGER:

EXHIBIT Q
TO PURCHASE AND SALE AGREEMENT

(List of Seller Due Diligence Materials provided on or before the Effective Date)

Table of Contents for Renaissance Chicago Downtown

EXHIBIT R
TO PURCHASE AND SALE AGREEMENT

(On-going work at the Property)

Architect of Record – Short (Renaissance Chicago Downtown – Meeting Rooms) Agreement dated as of June 4, 2013 by and between Seller and Getlys ($105,000 total contract price with $25,000 remaining to be paid as of the November 25, 2013).

FF&E Procurement Agreement dated as of July 17, 2013 by and between Seller and Slate Procurement ($6,500 total contract price with $4,000 remaining to be paid as of November 25, 2013).

EXHIBIT S
TO PURCHASE AND SALE AGREEMENT

(LIST OF SELLER LICENSES AND PERMITS)

None in Seller’s Name.

EXHIBIT T
TO PURCHASE AND SALE AGREEMENT

3-05 Audit Schedule of Requests

Internal Controls

Process narratives for the all control cycles (purchase and payables, treasury, revenue and receivables, fixed assets, payroll, month-end close process, etc) in place during the periods under audit

Narrative for the night auditor packet process

Availability of night audit packets for selection (selections to be made at a later date)

Narrative describing the IT environment including applications used, IT governance structure, planned IT changes and processes for systems developments and change management, physical and logical security and data backup and recovery.

Copies of the SOC 1 reports (formerly known as SAS 70) for the payroll service provider for the last two years

General

Closed trial balances (in excel) for the years ended 12/31/11 and June 28, 2012

December 2011, June 28 2012, December 2012 and September 30, 2013 Balance Sheets and Statements of Operations (detailed by department)

Complete general ledger detail for the year ended December 31, 2012 and 2011 and period ending 9/30/13

Please provide copies of the following executed agreements or documents (if applicable):

Organization chart

Management agreement

Other material or significant contracts or agreements relevant to the audit

Cash

Bank reconciliations for all cash accounts as of 12/31/11 and June 29, 2012, December 31, 2012 and September 30, 2013

Listing of all bank accounts used during the  last three years (including accounts that have been closed), including name of institution and account number

Copies of all December 2011, June 2012, December 31, 2012 and September 30, 2013 bank statements

Copies of all January 2012, July 2012, January 2013 and October 2013 bank statements

Copies of all monthly 2012 and 2013 depository cash account bank statements

Copies of all restricted cash/escrow statements as of 12/31/11, June 28, 2012, December 31, 2012 and September 30, 2013 (if applicable)

Revenue and receivables

Guest ledger and accounts receivable aging detail (city ledger) as of 12/31/11, 6/28/2012, 12/31/12 and 9/30/13

Detail of Reserves for bad debt with explanation of adequacy as of 12/31/11, 6/28/2012, 12/31/2012 and 9/30/2013

STAR reports for the last three years

Listing of all sales tax and occupancy tax payments made during 2012 and 2013.  We will request copies of the corresponding tax returns as necessary.

Prepaid expenses

Detail of other assets and prepaids as of 12/31/11, 6/28/2012 and 9/30/2013 (as they’d appear on the financial statement line item).  Invoice and payment support will be requested after we look at the detail, if necessary.

FF&E

Detail of fixed assets rollforward, including listing of all additions and dispositions, for the period from January 1, 2011 through September 30, 2013.  We will request check copies and invoices for selected additions.

Accounts payable and accrued expenses

Accounts payable aging detail as of 12/31/11, 6/28/2012, 12/31/2012 and 9/30/2013.

Advance deposit ledger as of 12/31/11, 6/28/2012, 12/31/2012 and 9/30/13.

Reconciliations of accrued expense accounts as of 12/31/11, 6/28/2012 and 9/30/2013, including accrued vacation, accrued payroll, accrued other, etc.

Check register detail for the periods 1/1/12 - 2/28/12, 6/29/2012-7/31/2012, 1/1/13-2/28/13 and 10/1/13-11/30/13.  We will request invoices for selected items and may be required to update testing throughout the audit.

Copies of December 2012 sales tax and occupancy tax returns and any such returns filed in 2013

Profit and Loss

Copies of all legal invoices paid during the year ending December 31, 2012 and period ending September 30, 2013.  From this detail, we will select which legal firms to send confirmations to, if deemed necessary.

Reconciliation for the report from the payroll service provider to the trial balance for the period ending June 28, 2012, December 31,2012 and 9/30/13

Calculation of the management fees and asset management fees paid for the period ending June 28, 2012, Year ending December 31, 2012 and period ending 9/30/13

Copies of all real estate tax bills paid during 2012 and 2013

NOTE:  Where possible, please provide the requested information in an electronic format.  Also, please note there will be additional requests as we progress through the audit as this is not an all-inclusive list.

EXHIBIT U
TO PURCHASE AND SALE AGREEMENT

(LIST OF EMPLOYMENT AGREEMENTS)

Collective Bargaining Agreement by and between Renaissance Hotel Operating Company for the Renaissance Chicago Hotel and International Union of Operating Engineers of Chicago, Illinois and Vicinity Local No. 399, September 1, 2011 through August 31, 2015.

EXHIBIT V
TO PURCHASE AND SALE AGREEMENT

(SEC RELIEF REQUEST)

EXHIBIT W
TO PURCHASE AND SALE AGREEMENT

[HOTEL LETTERHEAD]

[LETTER DATE]

McGladrey LLP

1 South Wacker Drive

Suite 800

Chicago, IL 60606

This representation letter is provided in connection with your audits of the financial statements of Renaissance Chicago Downtown(the Hotel) which comprise the statement of revenues and certain direct expenses and the related notes to the financial statements for the period from June 29, 2012 through December 31, 2012 and January 1, 2013 through September 30, 2013. We confirm that we are responsible for the fair presentation in the statement of revenues and certain direct expenses in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).

The financial statements were prepared in connection with the acquisition of the Hotel by Carey Watermark Investors Incorporated (CWI) for the purpose of complying with the rules and regulations as required by the Securities and Exchange Commission’s (SEC) Rule 3.05 of Regulation S-X as described in Note 2 of the financial statements and are not intended to be a complete presentation of the Hotel’s revenues and expenses.

We confirm, to the best of our knowledge and belief, the following representations made to you during your audits:

Financial Statements

We have fulfilled our responsibilities, as set out in the terms of the audit arrangement letter dated [ARRANGEMENT LETTER DATE], for the preparation and fair presentation of the financial statements referred to above in accordance with accounting principles generally accepted in the United States of America.

We acknowledge that the Marriott manager has not informed us of any changes in the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

We acknowledge that the Marriott manager has not informed us of any changes in the design, implementation, and maintenance of internal control to prevent and detect fraud.

Significant assumptions used by us in making accounting estimates, including those measured at fair value, are reasonable and reflect our judgment based on our knowledge and experience about past and current events and our assumptions about conditions we expect to exist and courses of action we expect to take.

Related party relationships and transactions have been appropriately accounted for and disclosed in accordance with the requirements of U.S. GAAP.

All events subsequent to the date of the financial statements for which U.S. GAAP requires adjustment or disclosure have been adjusted or disclosed.

The effects of all known actual or possible litigation and claims have been accounted for and disclosed in accordance with U.S. GAAP.

We are not aware of any uncorrected misstatements in the accounting records underlying the financial statements.

Information Provided

We have provided you with:

Access to all information, of which we are aware that is relevant to the preparation and fair presentation of the financial statements such as records, documentation, and other matters;

Additional information that you have requested from us for the purpose of the audit;

Unrestricted access to persons within the Hotel from whom you determined it necessary to obtain audit evidence.

All transactions have been recorded in the accounting records and are reflected in the financial statements.

We have disclosed to you the results of our assessment of risk that the financial statements may be materially misstated as a result of fraud.

We have no knowledge of allegations of fraud or suspected fraud, affecting the Hotel’s financial statements involving:

Management.

Employees who have significant roles in the internal control.

Others where the fraud could have a material effect on the financial statements.

We have no knowledge of any allegations of fraud or suspected fraud affecting the Hotel’s financial statements received in communications from employees, former employees, analysts, regulators, short sellers, or others.

We have no knowledge of noncompliance or suspected noncompliance with laws and regulations whose effects should be considered when preparing financial statements.

We are not aware of any pending or threatened litigation and claims whose effects should be considered when preparing the financial statements and we have not consulted legal counsel concerning litigation or claims.

We have disclosed to you the identity of the Hotel’s related parties and all the related-party relationships and transactions of which we are aware.

We are aware of no significant deficiencies, including material weaknesses, in the design or operation of internal controls that could adversely affect the Hotel’s ability to record, process, summarize, and report financial data.

There have been no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices.

We have complied with all aspects of contractual agreements that would have a material effect on the financial statements in the event of noncompliance.

During the course of your audit, you may have accumulated records containing data that should be reflected in our books and records. All such data have been so reflected. Accordingly, copies of such records in your possession are no longer needed by us.

WSRH Chicago, L.L.C.

Lance W. Haberin

Senior Vice President

EXHIBIT X-1
TO PURCHASE AND SALE AGREEMENT

(Chicago Renaissance Capital Expenditures 2013 Great Street Renovation)

(See Attached)

EXHIBIT X-2
TO PURCHASE AND SALE AGREEMENT

(Renaissance Chicago Capital Projection 2013)

(See Attached)