First Amendment to Hotel Purchase and Sale Agreement between DiamondRock Orlando Airport, LLC and Teachers Retirement System of the State of Illinois, dated November 23, 2005

“Purchaser and Seller acknowledge and agree that Purchaser received the Title Commitment and the Existing Survey and Purchaser delivered to Seller certain objections thereto (“Initial Title Notice”).  Purchaser shall have until November 29, 2005 to provide written notice to Seller of any matters affecting title to the Property as depicted on the Survey which were not raised in the Initial Title Notice and/or was on the Existing Survey and/or was raised in the Title Commitment (the “Survey Objections” and together with the objections raised in the Initial Title Notice, the “Title Objections”), which are not satisfactory to Purchaser, which notice (“Title Notice”) must specify the reason such matters are not satisfactory, and the curative steps necessary to remove the basis for Purchaser’s disapproval.  Seller shall have until December 2, 2005 to make such arrangements or take such steps as the parties shall mutually agree upon in order to satisfy Purchaser’s objections; provided, however, that Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to attempt to cure or agree to attempt to cure any Survey Objections, and Seller shall not be deemed to have any obligation to attempt to cure any such matters unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to December 2, 2005, and which recites that it is in response to a Title Notice.  Purchaser’s sole right with respect to any Survey Objections contained in a Title Notice given in a timely manner shall be to elect on or before December 5, 2005 to terminate this Agreement pursuant to Section 3.5 hereof in which event the Deposit shall be returned to Purchaser.  All Survey Objections with respect to which a timely Title Notice is given but Seller cures prior to closing, shall be deemed to be approved by Purchaser as “Permitted Exceptions” as provided in Section 3.4 hereof.  Notwithstanding the foregoing, Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser’s consent, and any liens for unpaid taxes, assessments and other charges which are due and payable, mechanics and materialman’s liens, judgment liens, and any mortgages, deeds of trust and security interests encumbering any of the Property, all of which shall be deemed Title Objections.  The last two (2) bolded paragraphs of the Initial Title Notice are deleted in their entirety.”

“Notwithstanding anything in this Agreement to the contrary, Purchaser shall have the right, by giving Seller a Termination Notice, on or before 5:00 p.m. E.S.T. on December 5, 2005 to terminate its obligation to purchase the Property if the parties do not reach mutually agreeable arrangements to satisfy Purchaser’s Title Objections made in Purchaser’s Initial Title Notice and Title Notice as set forth in Section 3.2.  If such Termination Notice is timely given, the Title Company shall return the Deposit to Purchaser and neither party shall have any further obligations or liability hereunder, except Purchaser’s Indemnity Obligations set forth in Section 3.1.2 hereof and the Confidentiality Obligations set forth in Section 3.6 hereof.”