Assets of Texas Hotel Business

Sale of assets of 1NOnly Phimar, LLC and PhiMars Square, LLC, includes:

1. those certain tracts of land located in Dallas County, Texas, generally described as 8051 Lyndon B. Johnson Fwy, Dallas, Texas and 8101 Lyndon B. Johnson Fwy, Dallas, Texas, together with all of Seller’s right, title and interest in and to the rights and appurtenances pertaining to such tracts of land, including any right, title and interest of Seller in and to adjacent strips and gores between such tracts of land and any abutting properties, adjacent roads, streets, alleys, easements or rights-of-way (the legal description for which will be updated pursuant to the Title Commitment issued by the Title Company);
2. the buildings, structures, fixtures and other improvements on the Real Property, including, without limitation, that certain 160 unit hotel located and commonly known as the Iban Hotel (collectively, the “Improvements”);
3. all equipment, fixtures, machinery, building materials and other personal property owned by Seller and used in connection with the operation, management, and maintenance of the Real Property and the Improvements, including, without limitation, all furniture, bedding sheets, covers, pillows, appliances, camera systems, key card systems, keys, licenses, permits (to the extent assignable), books, records, plans and specifications, architectural and engineering drawings, contract rights, consents, and other intangible property pertaining to the Real Property and Improvements (collectively, the “Personal Property”); and
4. all of Seller’s right, title and interest in and to (i) all assignable contracts and agreements (collectively, the “Operating Agreements”), relating to the upkeep, repair, maintenance or operation of the real property, improvements or personal property which shall extend beyond the Closing Date, including specifically, without limitation, all assignable equipment leases and (ii) all assignable existing warrantees and guarantees (express or implied) issued to Seller in connection with the improvements or the personal property (collectively, the “Intangibles”).